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 x☒ 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which the transaction applies: |
| (2) | Aggregate number of securities to which the transaction applies: |
| (3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of the transaction: |
| (5) | Total fee paid: |
| ☐ | |||
Fee paid previously with preliminary materials. | |||
| ☐ | |||
Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WISCONSIN 53212
Notice of ManpowerGroup Inc. will be held at the International HeadquartersAnnual Meeting of ManpowerGroup, 100 Manpower Place, Milwaukee, Wisconsin, on May 3, 2016, at 10:00 a.m., local time, for the following purposes:
May 10, 2019 | International Headquarters of ManpowerGroup | Record Date | ||||||
| 9:00 a.m. CDT | 100 Manpower Place | The close of business | ||||||
Milwaukee, Wisconsin 53212 | March 1, 2019 |
Items of Business:
| (1) | To elect |
| (2) | |
To ratify the appointment of Deloitte & Touche LLP as our independent auditors for |
| (3) | |
To hold an advisory vote on approval of the compensation of our named executive officers; and |
| (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. As allowed under the Securities and Exchange Commission’s rules, we have elected to furnish our proxy materials over the internet.Internet. Accordingly, we have mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the attached proxy statement and our Annual Reportannual report onForm 10-K via the Internet and how to vote online.
Whether or not you expect to attend the annual meeting in person, you are urged to vote by a telephone vote, by voting electronically via the Internet or, as applicable, by completing and mailing the proxy card. Instructions for telephonic voting and electronic voting via the Internet are contained in the Notice or, as applicable, on the accompanying proxy card. If you attend the meeting and wish to vote your shares personally, you may do so by revoking your proxy at any time prior to the voting thereof. In addition, you may revoke your proxy at any time before it is voted by advising the Secretary of ManpowerGroup in writing (including executing a later-dated proxy or voting via the Internet) or by telephone of such revocation.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 2016: 10, 2019: The annual report on Form10-K and proxy statement of ManpowerGroup are available for review on the Internet. Instructions on how to access and review the materials on the Internet can be found on the Notice and the accompanying proxy card.
Richard Buchband, Secretary
March 8, 2019
MANPOWERGROUP INC.
100 Manpower Place
Milwaukee, Wisconsin 53212
March 4, 2016
Proxy Statement
This proxy statement relates to the solicitation of proxies by the board of directors of ManpowerGroup Inc. for use at the annual meeting of shareholders to be held at 10:9:00 a.m., local time, on May 3, 201610, 2019 or at any postponement or adjournment of the annual meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of shareholders. The annual meeting will be held at ManpowerGroup’s International Headquarters, 100 Manpower Place, Milwaukee, Wisconsin.
Under rules adopted by the Securities and Exchange Commission, ManpowerGroup is making this proxy statement and other annual meeting materials available on the Internet instead of mailing a printed copy of these materials to each shareholder. Shareholders who received a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) by mail will not receive a printed copy of these materials other than as described below. Instead, the Notice contains instructions as to how shareholders may access and review all of the important information contained in the materials on the Internet, including how shareholders may submit proxies by telephone or over the Internet.
If you received the Notice by mail and would prefer to receive a printed copy of ManpowerGroup’s proxy materials, please follow the instructions for requesting printed copies included in the Notice.
The expense of this solicitation will be paid by us. No solicitation other than by mail and via the Internet is contemplated, except that our officers or employees may solicit the return of proxies from certain shareholders by telephone. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $15,000 plus expenses.
Only shareholders of record at the close of business on February 23, 2016March 1, 2019 are entitled to notice of and to vote the shares of our common stock, $.01 par value, registered in their name at the annual meeting. As of the record date, we had outstanding 72,188,282 shares60,039,776shares of common stock. The presence, in person or by proxy, of a majority of the shares of the common stock outstanding on the record date will constitute a quorum at the annual meeting. Abstentions and brokernon-votes, which are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares, will be treated as present for purposes of determining the quorum. Each share of common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. With respect to the proposals to elect the individuals nominated by our Board of Directors to serve as directors for one year, to re-approve the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan, to re-approve the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc., to ratify the appointment of Deloitte & Touche LLP as our independent auditors for 20162019 and the advisory vote on approval of the compensation of our named executive officers, abstentions and brokernon-votes will not be counted as voting on the proposals.
The Notice is being mailed to shareholders commencing on or about March 17, 2016.
If a proxy is properly submitted to us and not revoked, it will be voted in accordance with the instructions contained in the proxy.
Each shareholder may revoke a previously granted proxy at any time before it is exercised by advising the secretary of ManpowerGroup in writing (either by submitting a duly executed proxy bearing a later date or voting by telephone or via the Internet) or by telephone of such revocation. Attendance at the annual meeting will not, in itself, constitute revocation of a proxy. Unless otherwise directed, all proxies will be votedforthe election of each of the individuals nominated by our board of directors to serve as directors for one year, will be votedfor| 1 |ManpowerGroup |
Corporate Governance Documents |
Certain documents relating to corporate governance matters are available in print by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212 and on ManpowerGroup’s website atCORPORATE GOVERNANCE DOCUMENTSCorporate Governance Documentswww.manpowergroup.com/about/corporategovernance.cfmhttp://investor.manpowergroup.com/governance. These documents include the following:
Amended and Restated Articlesrestated articles of Incorporation;incorporation;
Amended and Restated Bylaws;restated bylaws;
Corporate governance guidelines;
Code of business conduct and ethics;
Charter of the nominating and governance committee, including the guidelines for selecting board candidates;
Categorical standards for relationships deemed not to impair independence ofnon-employee directors;
Charter of the audit committee;
Independent auditor services provided by independent auditors;policy;
Charter of the executive compensation and human resources committee;
Executive officer stock ownership guidelines;
Outside director stock ownership guidelines; and
Anti-corruption policy.
Information contained on ManpowerGroup’s website is not deemed to be a part of this proxy statement.
| 2019 Proxy Statement| 2 |
Security Ownership of Certain Beneficial Owners |
The following table lists as of the record date (except as noted below) information as to the persons believed by us to be beneficial owners of more than 5% of our outstanding common stock:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSCertain Beneficial OwnersName and Address ofBeneficial Owners Amount and Nature of Beneficial Ownership Percent of Class(1) BlackRock, Inc. .............................................................55 East 52nd StreetNew York, New York 10022 6,781,702(2) 9.4% Vanguard Group, Inc. ....................................................100 Vanguard BoulevardMalvern, PA 19355 5,196,959(3) 7.2% Glenview Capital Management, LLC ............................767 Fifth AvenueNew York, New York 10153 4,799,409(4) 6.6% T. Rowe Price Associates, Inc. ......................................100 East Pratt StreetBaltimore, Maryland 21202 4,034,823(5) 5.6%
Name and Address of Beneficial Owners | Amount and Nature of Beneficial Ownership | Percent of Class(1) | ||||||||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | 6,577,310 | (2) | 11.0 | % | ||||||
Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | 5,713,279 | (3) | 9.5 | % | ||||||
| (1) | Based on |
| (2) | This information is based on a Schedule 13G filed on January |
| (3) | This information is based on a Schedule 13G filed on February |
| 3 |ManpowerGroup |
1. Election of |
Our The board of directors may appoint additional directors, in accordance with our The following individuals are being nominated as directors, each for aone-year term expiring at the In accordance with the Company’s corporate governance guidelines regarding retirement, John R. Walter The nominating and governance committee reviewed the qualifications of the directors listed above who are seeking election orre-election and recommended to the board of directors that each be elected orre-elected to serve for an additionalone-year term. The board of directors has confirmed the nominations. In accordance with our articles of incorporation and bylaws, a nominee will be elected as a director if the number of votes cast in favor of the election exceeds the number of votes cast against the election of that nominee. Abstentions and brokernon-votes will not be counted as votes cast. If the number of votes cast in favor of the election of a director is less than the number of votes cast against the election of the director, the director is required to tender his or her resignation from the board of directors to the nominating and governance committee. 1. ELECTION OF DIRECTORSDirectorsArticlesarticles of Incorporationincorporation provide that our board of directors will consist of three to fifteen members. Our board of directors currently consists of twelve members. All directors are elected annually to serve until the next annual meeting of shareholders and until the directors'directors’ successors are duly elected and shall qualify.Articlesarticles of Incorporation,incorporation, based upon the recommendation of the nominating and governance committee and subject tore-election by our shareholders at the next annual meeting of shareholders.Mr. Ferraro was appointed to the board of directors effective January 1, 2016, after being recommended for appointment to the board of directors by an independent director search firm, and subsequently by the nominating and governance committee.20172020 annual meeting of shareholders:Gina R. BoswellCari M. DominguezWilliam DowneJohn F. FerraroPatricia Hemingway HallRoberto MendozaUlice Payne, Jr.Jonas PrisingPaul ReadElizabeth P. SartainGina R. Boswell Ulice Payne, Jr. Cari M. Dominguez Jonas Prising William Downe Paul Read John F. Ferraro Elizabeth P. Sartain Patricia Hemingway Hall Michael J. Van Handel Julie M. Howard Edward J. Zore is retiring from the board of directors effective May 10, 2019, and will therefore not be seekingre-election.Any such resignation will be effective only upon its acceptance by the board of directors. The nominating and governance committee will recommend to the board of directors whether to accept or reject the tendered resignation or whether other action should be taken. Any such resignation will be effective only upon its acceptance by the board of directors. The board of directors will act on the recommendation of the nominating and governance committee and publicly disclose its decision, and the rationale behind its decision, within 90 days from the date of the announcement of the final results of balloting for the election.The board of directors recommends you vote FOR the election of each of the nominees listed above.4Director BiographiesNameAge
Principal OccupationThe board of directors recommends you voteFOR the election of each of the nominees listed above.and Directorships2019 Proxy Statement| 4
1. Election of Directors |
Gina R. Boswell
 | Age: 56 Director since: 2007 Committees: Audit, Nominating and Governance | ||
Biographical Information: President, Qualifications: Ms. Boswell has significant international, managerial, strategic, operational, global and financial management expertise as a result of the various senior leadership positions she has held at several companies with global operations. Ms. Boswell also brings an important perspective from her service as a director on other public company boards. | |||
Cari M. Dominguez
 | Age: 69 Director since: 2007 Committees: Executive Compensation and Human Resources | |||
Biographical Information: President, Dominguez & Associates, a management consulting firm, since January 2007. Prior thereto, Ms. Dominguez held several leadership positions within the United States government as well as in the public and private sectors, including Chair of the U.S. Equal Employment Opportunity Commission (“EEOC”) from 2001 to 2006, Partner, Heidrick & Struggles, a consulting firm, from 1995 to 1998, Director, Spencer Stuart, a consulting firm, from 1993 to 1995, Assistant Secretary for Employment Standards Administration, and Director of the Office of Federal Contract Compliance Programs, U.S. Department of Labor, from 1989 to 1993. A trustee of The Calvert Qualifications: Ms. Dominguez has significant expertise in government relations and labor markets from her position as Chair of the EEOC and other various governmental positions she held. Ms. Dominguez also has managerial, international and operational experience in the human resources industry as a result of the various positions she held at various human resource consulting groups. | ||||
| 5 |ManpowerGroup |
1. Election of Directors |
William Downe
 | Age: 66 Director since: 2011 Lead Director since:2017 Committees: Executive Compensation and Human Resources (Chair) | |
Biographical Information: Non-Executive Chairman of Trans Mountain Corporation since November 2018. Chief Executive Officer of BMO Financial Group, a highly diversified financial services provider based in North America Qualifications: Mr. Downe brings to the board significant managerial, operational and global experience he gained during his tenure as Chief Executive Officer of BMO Financial Group and serving on its Board. | ||
John F. Ferraro
 | Age: 63 Director since: 2016 Committees: Audit | ||||
Biographical Information: Executive Vice President, Strategy and Sales of Aquilon Energy Services, a software and services company for the energy industry, since | February 2019. Global Chief Operating Officer of Ernst & Young | ||||
Qualifications: Mr. Ferraro brings to the board significant managerial, operational, financial and global experience he gained during his tenure as Global Chief Operating Officer of EY and the other various positions he held at EY as well as his service as a director on other public company boards. | |||||
1. Election of Directors |
Patricia Hemingway Hall
 | Age: 66 Director since: 2011 Committees: Audit, Nominating and Governance (Chair) | |
Biographical Information: President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), a mutual health insurer, from 2008 to December 2015. Prior thereto, Ms. Hemingway Hall held several leadership positions at Qualifications: Ms. Hemingway Hall brings to the board significant managerial, operational, sales, marketing and government relations, experience from her tenure as President and Chief Executive Officer of HCSC and the other various positions she held at HCSC. Ms. Hemingway Hall also brings an important perspective gained from her service as a director on other public company boards. | ||
Julie M. Howard
 | Age: 56 Director since: 2016 Committees: Executive Compensation and Human Resources, Nominating and Governance | |||
Biographical Information: Chief Executive Officer of Qualifications: Ms. Howard brings to the board significant managerial and operational experience from her tenure as Chief Executive Officer of Navigant and the other various positions she held at Navigant. Ms. Howard also brings an important perspective from serving on other public company boards. | ||||
| 7 |ManpowerGroup |
1. Election of Directors |
Ulice Payne, Jr.
 | Age: 63 Director since: 2007 Committees: Audit, Nominating and Governance | |
Biographical Information: President and Managing Member of Addison-Clifton, LLC, a provider of global trade compliance advisory services, since May 2004. Prior thereto, Mr. Payne held several leadership positions, including President and Chief Executive Officer of the Milwaukee Brewers Baseball Club from 2002 to 2003 and Partner with the law firm Foley & Lardner LLP from 1998 to 2002. A trustee of The Northwestern Mutual Life Insurance Company since 2005, Qualifications: Mr. Payne brings to the board significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton, LLC. The board of directors also benefits from his broad experience in and knowledge of international business. | ||
Jonas Prising
 | Age: 54 Director since: 2014 Committees:none | |||
Biographical Information: Chief Executive Officer of ManpowerGroup since Qualifications: Mr. Prising brings to the board a deep knowledge of ManpowerGroup and its operations from his many years of experience with the Company, including as President with responsibility for the Americas and Southern Europe and currently as Chairman and Chief Executive Officer. He also brings a deep understanding of the industry, a global perspective, having lived and worked in multiple countries around the world, and a strong knowledge of the relevant marketplaces in Europe and Asia. | ||||
| 2019 Proxy Statement| 8 |
1. Election of Directors |
Paul Read
 | Age: 52 Director since: 2014 Committees:Audit (Chair) | |
Biographical Information: President and Chief Operating Officer of Ingram Micro, Inc., a technology distributor and supply-chain services provider, Qualifications: Mr. Read brings to the board significant managerial, operational, financial and global experience as a | ||
Elizabeth P. Sartain
 | Age: 64 Director since: 2010 Committees: Executive Compensation and Human Resources | |||
Biographical Information: Independent Human Resource Advisor and Consultant since April 2008. Prior thereto, Ms. Sartain held several leadership positions, including Executive Vice President and Chief People Officer at Yahoo! Inc. from 2001 to 2008 and an executive with Southwest Airlines serving in various positions from 1988 to 2001. Qualifications: Ms. Sartain brings to the board significant human resources experience as a result of the various senior management positions she held at various multi-national companies as well as being an independent human resource advisor for many years. Ms. Sartain also brings an important perspective gained from her service as a director | ||||
| on other public company boards. | ||||
| 9 |ManpowerGroup | |||
1. Election of Directors |
Michael J. Van Handel
 | Age: 59 Director since: 2017 Committees: None | ||
Biographical Information: Senior Executive Vice President of Qualifications: Mr. Van Handel brings to the board significant managerial, operational, financial and global experience including his time as Chief Financial Officer and the other senior financial positions he held while employed at ManpowerGroup. He also brings deep knowledge of ManpowerGroup and its operations as well as a deep understanding of the industry with his over 20 years of experience at ManpowerGroup. Mr. Van Handel also brings an important perspective gained from | |||
| on other public company boards. | |||
Each director attended at least 75% of the board meetings and meetings of committees on which he or she served in 2015.2018. The board of directors held sixfive regular meetings during 2015.2018. The board of directors did not take action by written consent during 2015.
Under the Company’s corporate governance guidelines to streamline the retirement age mechanics for the board of directors. Under the guidelines, an individual cannot be nominated for election to the board of directors after his or her 72
Under ManpowerGroup’s bylaws, nominations, other than those made by the board of directors or the nominating and governance committee, must be made pursuant to timely notice in proper written form to the secretarySecretary 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 secretarySecretary of ManpowerGroup not less than 90 days nor more than 150 days prior to the anniversary of the annual meeting of shareholders held in the prior year. 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.
| 2019 Proxy Statement| 10 |
1. Election of Directors |
The board of directors has adopted categorical standards for relationships deemed not to impair independence ofnon-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 athttp:// In making its independence determinations, the nominating and governance 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 nominating and governance 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 Board Independence and Related Party Transactionswww.manpowergroup.com/about/corporategovernance.cfminvestor.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.7eleventen of twelve of the current directors of ManpowerGroup are independent under the listing standards of the New York Stock Exchange after taking into account the categorical standards and the following:
Ms. Boswell is Executive Vice President, General Manager U.K. & IrelandUS Customer Development at Unilever, which has engaged ManpowerGroup to provide services to the company.
Mr. Downe is the President and Chief Executive Officer of BMO Financial Group, and one of its subsidiaries, BMO Harris Bank,Payne is a party to the syndicate of banks in ManpowerGroup’s $600 million revolving credit facility, which was entered into in the ordinary course of business. In addition, BMO Financial Group has engaged ManpowerGroup to provide services to the company.
The independent directors are Ms. Boswell, Ms. Dominguez, Mr. Downe, Mr. Ferraro, Ms. Howard, Ms. Hemingway Hall, Mr. Mendoza, Mr. Payne, Mr. Read, Ms. Sartain, Mr. Walter and Mr. Zore. Marc Bolland, who resigned fromWalter.
Mr. Van Handel previously served as an executive officer of the board of directors effective February 11, 2015, was alsocompany and, as such, does not currently qualify as independent under the listing standardsrules of the New York Stock Exchange.
The nominating and governance 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 “Board Composition and Qualifications of Board Members” below.
ManpowerGroup does not have a policy regarding board members’ attendance at the annual meeting of shareholders. All of the directors attended the 20152018 annual meeting of shareholders, except Mr. Ferraro who was not a director at the time.
Any interested party who wishes to communicate directly with the lead director or with thenon-management directors as a group may do so by calling1-800-210-3458. The third-party service provider that monitors this telephone number will forward a summary of all communications directed to thenon-management directors to the lead director.
| 11 |ManpowerGroup |
1. Election of Directors |
The board of directors has standing audit, executive compensation and human resources, and nominating and governance committees. The board of directors has adopted written charters for these committees, which are available on ManpowerGroup’s web site athttp:// Nominating and Governance Gina R. Boswell ✓ ✓ Cari M. Dominguez ✓ William Downe(1) Chair John F. Ferraro ✓ Patricia Hemingway Hall ✓ Chair Julie M. Howard ✓ ✓ Ulice Payne, Jr. ✓ ✓ Paul Read Chair Elizabeth P. Sartain(1) ✓ John R. Walter(2) ✓ ✓ Number of Meetings in 2018 5 6 4 Ms. Sartain will become chair of the executive compensation and human resources committee in May 2019 succeeding Mr. Downe. Mr. Downe will remain a member of the committee. Mr. Walter is retiring from the board of directors effective May 10, 2019. Audit Committee The board of directors has determined that each member of the The functions of Meetings and Committees of the Boardwww.manpowergroup.com/about/corporategovernance.cfminvestor.manpowergroup.com/governance.8Audit CommitteeThe audit committee consists of Ms. Boswell (Chair), Mr. Ferraro, Ms. Hemingway Hall, Mr. Mendoza, Mr. Payne and Mr. Read. Mr. Ferraro was appointed to the committee at the February 2016 board meeting. Each membereach of the audit committee is “independent” withincommittees and the meaningnumber of the applicable listing standards of the New York Stock Exchange. meetings held during 2018: Audit Executive
Compensation and
Human Resources (1) (2) Audit Committeeaudit committee meets the financial literacy and independence requirements of the SEC and New York Stock Exchange, as applicable, and that Ms. Boswell, Mr. Ferraro Mr. Mendoza and Mr. Read are each an “audit committee financial expert” and “independent” as defined under the applicable rules of the Securities and Exchange Commission.SEC. Under the Company’s Corporate Governance Guidelines,corporate governance guidelines, no member of the audit committee may serve on the audit committee of more than three public companies, including ManpowerGroup. No member of the audit committee currently serves on the audit committee of more than three public companies, including ManpowerGroup.are to:the auditthis committee include:
appoint the independent auditors for the annual audit and approvingapprove 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 Form10-Q and our annual report on Form10-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 Form10-K;
review recommendations, if any, by the independent auditors resulting from the audit to ensure that appropriate actions are taken by management;
| 2019 Proxy Statement| 12 |
1. Election of Directors |
review matters of disagreement, if any, between management and the independent auditors;
periodically reviewingreview our Policy Regarding the Retention of Former Employees of Independent Auditors;
oversee compliance with our Policy onIndependent Auditor Services Provided by Independent Auditors;Policy;
meet privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls;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 and procedures regarding compliance with the Foreign Corrupt Practices Act and compliance by our employees with our code of business conduct and ethics;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;
review current tax matters affecting us;
periodically discussingdiscuss with management our risk management framework;
monitor any litigation involving ManpowerGroup whichthat may have a material financial impact on ManpowerGroup or relatethat 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.
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 held five meetings during 2015. The audit committee did not take action by written consent during 2015.
Executive Compensation and Human Resources Committee
Each member of the executive compensation and human resources committee is "independent"“independent” within the meaning of the applicable listing standards of the New York Stock Exchange and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code.
The functions of the executive compensation and human resourcesthis committee include:
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;
determine the terms of any agreements concerning employment, compensation or employment termination, as well as monitoringmonitor 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 overseeingoversee ManpowerGroup’s employee retirement and welfare plans;
administer ManpowerGroup’s corporate senior management annual incentive pool plan;
review and recommendingrecommend the compensation discussion“Compensation Discussion and analysisAnalysis” to be included in our annual proxy statement;
| 13 |ManpowerGroup |
1. Election of Directors |
develop and implementingimplement policies regarding the recoupment or "clawback"“clawback” of excess compensation paid to executive officers of the Company;
approve the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and havinghave oversight of their work; and
consider the independence of any outside compensation consultant, independent legal advisor or other advisor to the committee.
In accordance with the terms of its charter, the executive compensation and human resources 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 executive compensation and human resources committee held seven meetings during 2015. The executive compensation and human resources committee did not take actiontook two actions by written consent during 2015.
Nominating and Governance Committee
Each member of the nominating and governance 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 thenon-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;
oversee the content and format of our code of business conduct and ethics;ethics and recommend any changes as deemed appropriate;
monitor compliance by thenon-management directors with our code of business conduct and ethics;
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 determiningnon-management director independence consistent with the rules of the New York Stock Exchange and other requirements; and
approve the retention, compensation and termination of any outside independent advisors to the committee.
The nominating and governance committee has from time to time engaged director search firms to assist it in identifying and evaluating potential board candidates. The nominating and governance committee met four times during 2015. The nominating and governance committee did not take any action by written consent during 2015.
The nominating and governance 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. The guidelines call for the following with respect to the composition of the board:Board Composition and Qualifications of Board Members
a variety of experience and backgroundsbackgrounds;
a core of business executives having substantial senior management and financial experienceexperience;
| 2019 Proxy Statement| 14 |
1. Election of Directors |
individuals who will represent the best interests of the shareholders as a whole rather than special interest constituenciesconstituencies;
the independence of at least a majority of the directorsdirectors; and
individuals who represent a diversity of gender, race and ageage.
In connection with its consideration of possible candidates for board membership, the committee also has identified areas of experience that members of the board should as a goal collectively possess. These areas include:
Gina R. Boswell Cari M. Dominguez William Downe John F. Ferraro Patricia Hemingway Hall Julie M. Howard Ulice Payne, Jr. Jonas Prising Paul Read Elizabeth P. Sartain Michael J. Van Handel Previous Board Experience serving as a director of another public company International Business Experience in diverse geographic, political and regulatory environments Corporate Governance Supports our goals of strong Board and management accountability Active or formerFormer CEO/COO/Chairperson
The Company believes that the present composition of the board of directorsdirector nominees satisfies the guidelines for selecting board candidates set out above; specifically, the board is composed ofnominees include individuals who have a variety of experience and backgrounds, the board hasnominees include a core of business executives having substantial experience in management as well as one member having government experience, board members represent the best interestsand nine of alleleven of the shareholders rather than special interests, and eleven of twelve directorsnominees are independent under the rules of the New York Stock Exchange.
| 15 |ManpowerGroup |
1. Election of Directors |
The board of directors and the nominating and governance committee evaluated each of the director nominees’ contributions to the board of directors as well as their role in the operation of the board of directors as a whole. The nominating and governance committee considered both the background and experience of each director nominee as well as the qualifications set forth in the biographies on pages 5 to 10 of this proxy statement.
The composition of the nominees for the board also reflects diversity of gender, race and age, an objective that the nominating and governance committee continually strives to enhance when searching for and considering new directors. Based on the composition of the nominees for our board of directors, we believe this objective has been achieved.
5 Directors are Women | Five new directors joined the Board in the last five years | |||
Average tenure of 6.7 years | ||||
2 Directors of Ethnic Diversity | Average age of directors is 61 | |||
| 2019 Proxy Statement| 16 |
1. Election of Directors |
The board of directors and the nominating and governance committee evaluated each of the directors’ contributions to the board of directors and role in the operation of the board of directors as a whole. In addition to the background and experience of each director and nominee outlined in the biographies on pages 5 to 7 of this proxy statement, the board of directors and the nominating and governance committee considered, in particular, the following:
Chairman of the Board
Under ManpowerGroup’s bylaws and in accordance with the Company'sCompany’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. Following the retirement of Jeffrey A. Joerres, who served as Executive Chairman from 2014 until December 30, 2015, the board of directors appointed Jonas Prising has been chairman of the board of directors effectivesince December 31, 2015. The board of directors has evaluated the Company'sCompany’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, will serveserves the best interests of ManpowerGroup and its shareholders. The board of directors believes that in light of Mr. Prising'sPrising’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.
Lead Director
The board of Lead Director
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 continuous terms provides greater continuity to the role, enhances board leadership and performance and facilitates effective oversight of the performance of senior management. Mr. ZoreDowne has served as lead director since May 2017, and at a board meeting in February 2013 and was again 2019, the board of directorsre-appointed Mr. Downe to serve as lead director in February 2016. for another year.
The lead director’s duties as specified ininclude the Company’s corporate governance guidelines are as follows:
Preside at executive sessions of thenon-employee directors and 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 thenon-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 thenon-employee directors; and
If requested by major shareholders, ensure that he or she is available for consultation and direct communication.communication; and
Perform such other duties as the board may delegate from time to time.
| 17 |ManpowerGroup |
1. Election of Directors |
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 nominating and governance committee oversees the board and committee evaluation process and determines the format and framework for the process. Annual 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. Historically, we have conducted an internal assessment at the board level and at each of the committees, making use of both externally developed questionnaires and internal discussion materials. The responses to the written questionnaires, and the internal discussion materials, formed the basis for a self-evaluation process conducted by each committee, which was then summarized for the full board. The board followed a similar process, conducted by the board in full, regarding its own effectiveness. Independent Consultant For 2018, we determined to expand the process. The nominating and governance committee engaged a third-party consultant, experienced in corporate governance matters, to assist with the board and committee evaluation process. Directors were interviewed by the independent third party, and gave specific feedback addressing board effectiveness, individual contributions, committee functioning, and similar topics, as well as suggestions to enhance the efficiency and productivity of the board in general. Directors responded to questions designed to elicit this information, and the independent third party synthesized the results and comments received during such interviews. These findings were then presented by the independent third party and the chair of the nominating and governance committee to the nominating and governance committee and to the board, followed by a review and discussion by the full board. Each committee also conducted a committee assessment discussion. The board believes this facilitated process provided 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. The board of directors is responsible for overseeing management in the execution of management’s Company-wide risk management responsibilities. The board of directors fulfills this responsibility both directly and through its standing committees (as discussed further below), each of which assists the board 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:Board Effectiveness and Evaluationof directors in overseeing a part of the Company’s overall risk management.14
Periodically reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management;
Periodically receiving, reviewing and discussing with management reports on selected risk topics as the committee or management deems appropriate from time to time; and
Periodically reporting to the board of directors on its activities in this oversight role.
Executive Compensation and Human Resources Committee
The executive compensation and human resources committee reviews and discusses with management the Company’s compensation policies and practices and management’s assessment of whether any risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company.
| 2019 Proxy Statement| 18 |
1. Election of Directors |
Nominating and Governance Committee
The nominating and governance 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.
The executive compensation and human resources committee directly retains Mercer (US) Inc. to advise it on executive compensation matters. Mercer reports to the chair of the committee. On an annual basis, the 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 was engaged by the committee to perform the following services in Compensation ConsultantCompanycommittee and Mercer enter into an engagement letter, 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 20152018 were $267,106.$342,680.2018:2015:
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, 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;
Review and recommend the companies used in our comparator group and our industry peer group;
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 executive compensation and human resources committee on salary, target incentive opportunities and equity grants;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 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 authority to retain and dismisswork provided by Mercer atraises any time;
Other services provided to the Company by the consultant;
What percentage of the agreed upon services,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 other matters considered appropriate;committee members;
| 19 |ManpowerGroup |
1. Election of Directors |
Any shares of the Company’s stock owned by individual consultants involved in the engagement; and
Any business or otherpersonal relationships between our executive officers and the consulting services, for ManpowerGroupfirm or the individual consultants involved in addition to those performed forthe engagement.
Based on its review, the committee does not believe that Mercer has a conflict of interest with respect to the consultant must informwork performed by the Company or the committee chairin 2018. The committee has also evaluated the independence of Mercer pursuant to the rules of the Securities and obtain approval.
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 at our company.
Besides Mercer’s involvement with the committee, it and its affiliates also provide othernon-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 20152018 was $347,226.$379,175. These services includeincluded actuarial and pension reporting services, workers compensation reporting 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 considered the independence of Mercer under the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.
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 consultant 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 consultant receives no incentive or other compensation based on the fees charged to us for other services provided by Mercer or any of its affiliates;
The consultant is not responsible for selling other Mercer or affiliate services to us;
Mercer’s professional standards prohibit the 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 consultant each year and determines whether to continue to retain the consultant.
| 2019 Proxy Statement| 20 |
Beneficial Ownership of Directors and Executive Officers |
Set forth in the table below, as of BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERSDirectors and Executive OfficersFebruary 23, 2016,March 1, 2019, are the shares of ManpowerGroup common stock beneficially owned by each director and nominee, each of the executive officers named in the table under the heading “Executive and Director Compensation — Summary“Summary Compensation Table,” and all directors and executive officers of ManpowerGroup as a group and the shares of ManpowerGroup common stock that could be acquired within 60 days of February 23, 2016March 1, 2019 by such persons.Name of Beneficial Owner Common StockBeneficially Owned(1) Right toAcquireCommon Stock(1)(2) Percent ofClassJonas Prising 202,843 124,894 * Gina R. Boswell 12,694 (3) 0 * Ram Chandrashekar 18,729 14,472 * Cari M. Dominguez 14,506 (3) 0 * William Downe 18,261 0 * John F. Ferraro 0 0 * Darryl Green 100,070 80,420 * Patricia Hemingway Hall 5,669 0 * Jeffrey A. Joerres 418,501 (4) 304,416 * Roberto Mendoza 0 0 * Ulice Payne, Jr 15,604 (3) 0 * Paul Read 3,641 (3) 0 * Elizabeth P. Sartain 15,058 (3) 0 * Mara E. Swan 93,128 62,366 * Michael J. Van Handel 175,183 111,950 * John R. Walter 6,075 0 * Edward J. Zore 38,244 (3) 0 * All directors and executive officers as a group (19 persons) 1,148,458 704,306 1.6%
Name of Beneficial Owner | Common Stock Beneficially Owned(1)(3) | Right to Acquire Common Stock(1)(2) | Percent of Class | ||||||||||||
Jonas Prising |
| 463,206 |
| 250,401 |
| * | |||||||||
Gina R. Boswell |
| 10,339 |
| — |
| * | |||||||||
Richard Buchband |
| 30,327 |
| 20,363 |
| * | |||||||||
Ram Chandrashekar |
| 13,522 |
| 13,522 |
| * | |||||||||
Cari M. Dominguez |
| 22,823 |
| — |
| * | |||||||||
William Downe |
| 22,261 |
| — |
| * | |||||||||
John F. Ferraro |
| — |
| — |
| * | |||||||||
Darryl Green |
| 175,910 |
| 108,705 |
| * | |||||||||
Patricia Hemingway Hall |
| 6,882 |
| — |
| * | |||||||||
Julie M. Howard |
| — |
| — |
| * | |||||||||
John T. McGinnis |
| 41,773 |
| 28,049 |
| * | |||||||||
Ulice Payne, Jr |
| 8,036 |
| — |
| * | |||||||||
Paul Read |
| 5,353 |
| — |
| * | |||||||||
Elizabeth P. Sartain |
| 20,428 |
| — |
| * | |||||||||
Mara E. Swan |
| 49,750 |
| 27,651 |
| * | |||||||||
Michael J. Van Handel |
| 17,283 |
| — |
| * | |||||||||
John R. Walter |
| 5,982 |
| — |
| * | |||||||||
All directors and executive officers as a group (17 persons) |
| 893,875 |
| 448,691 |
| 1.49 | % | ||||||||
| * | Less than 1% of outstanding shares. |
| (1) | Except as indicated below, all shares shown in this column are owned with sole voting and dispositive power. Amounts shown in the Right to Acquire Common Stock column are also included in the Common Stock Beneficially Owned column. |
| Vested Deferred Stock | ||||||||
| Director | 2003 Plan | 2011 Plan | Total | |||||
| Cari M. Dominguez | 0 | 3,339 | 3,339 | |||||
| William Downe | 0 | 13,290 | 13,290 | |||||
| Patricia Hemingway Hall | 0 | 3,339 | 3,339 | |||||
| Roberto Mendoza | 8,273 | 9,066 | 17,339 | |||||
| Paul Read | 0 | 77 | 77 | |||||
| John R. Walter | 7,740 | 6,685 | 14,425 | |||||
| Edward J. Zore | 620 | 0 | 620 | |||||
| 21 |ManpowerGroup |
Beneficial Ownership of Directors and Executive Officers |
The table does not include vested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on aone-for-one basis, held by the following directors that were issued under the 2003 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards toNon-Employee Directors under the 2003 Equity Incentive Plan and the 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards toNon-Employee Directors under the 2011 Equity Incentive Plan: |
| Vested Deferred Stock
| ||||||||||||
Director
| 2003 Plan
| 2011 Plan
| Total
| |||||||||
William Downe |
| — |
|
| 22,843 |
|
| 22,843 |
| |||
John F. Ferraro |
| — |
|
| 8,248 |
|
| 8,248 |
| |||
Patricia Hemingway Hall |
| — |
|
| 2,995 |
|
| 2,995 |
| |||
Julie M. Howard |
| — |
|
| 5,283 |
|
| 5,283 |
| |||
Ulice Payne, Jr. |
| — |
|
| 1,298 |
|
| 1,298 |
| |||
Paul Read |
| — |
|
| 1,298 |
|
| 1,298 |
| |||
Michael J. Van Handel |
| — |
|
| 1,364 |
|
| 1,364 |
| |||
John R. Walter |
| 3,501 |
|
| 6,482 |
|
| 9,983 |
| |||
The table does not include 2,469 unvested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on aone-for-one basis, held by each of Mr. Downe, Mr. Ferraro, Ms. Hemingway Hall, Ms. Howard, Mr. Payne, Mr. Read, Mr. Van Handel, and Mr. Walter that were issued under the 2011 Plan and the Terms and Conditions on January 1, 2019. These shares of deferred stock vest in equal quarterly installments during 2019. |
| (2) | Common stock that may be acquired within 60 days of the record date through the exercise of stock options and the settlement of restricted stock units. |
| (3) | Includes the following number of shares of unvested restricted stock as of the record date: |
Director | Unvested Restricted Stock | ||||
Gina R. Boswell | 2,469 | ||||
Cari M. Dominguez | 2,469 | ||||
Elizabeth P. Sartain | 2,469 | ||||
The holders of the restricted stock have sole voting power with respect to all shares held and no dispositive power with respect to all shares held. |
| 2019 Proxy Statement| 22 |
Compensation Discussion and Analysis |
Compensation Discussion and Analysis
Table of Contents
| 25 | ||||
| 25 | ||||
| Name and Position | Dollar Value | ||
| Jonas Prising | $ | 2,300,000 | |
| CEO | |||
| Michael J. Van Handel | $ | 920,000 | |
| CFO | |||
| Darryl Green | $ | 1,105,000 | |
| President & COO | |||
| Ram Chandrashekar | $ | 460,108 | |
| EVP, Operational Excellence & IT and President, Asia Pacific Middle East | |||
| Mara E. Swan | $ | 580,000 | |
| EVP, Global Strategy &Talent | |||
| Jeffrey Joerres | $ | 1,563,750 | |
| Former Executive Chairman | |||
| All executive officers as a group | $ | 5,705,108 | |
| All non-employee directors as a group | $ | — | |
| All employees other than executive officers as a group | $ | 170,000 | |
| Name and Position | Restricted Stock/RSUs | Value of Restricted Stock/RSUs $(1) | Options | Value of Options $(1) | Performance Share Units (2) | Value of Performance Share Units $(1) | Deferred Stock | Value of Deferred Stock $ (1) | ||||||||||||||||
| Jonas Prising | 14,656 | 1,128,072 | 52,078 | 1,128,009 | 43,966 | 3,384,063 | — | — | ||||||||||||||||
| CEO | ||||||||||||||||||||||||
| Michael J. Van Handel | 6,756 | 520,009 | 24,008 | 520,013 | 20,268 | 1,560,028 | — | — | ||||||||||||||||
| CFO | ||||||||||||||||||||||||
| Darryl Green | 9,095 | 700,042 | 32,318 | 700,008 | 27,284 | 2,100,049 | — | — | ||||||||||||||||
| President & COO | ||||||||||||||||||||||||
| Ram Chandrashekar | 3,638 | 280,017 | 12,928 | 280,020 | 10,914 | 840,051 | — | — | ||||||||||||||||
| EVP, Operational Excellence & IT and President, Asia Pacific Middle East | ||||||||||||||||||||||||
| Mara E. Swan | 3,119 | 240,069 | 11,081 | 240,014 | 9,355 | 720,054 | — | — | ||||||||||||||||
| EVP, Global Strategy & Talent | ||||||||||||||||||||||||
| Jeffrey A. Joerres | 17,286 | 1,330,503 | — | — | 40,334 | 3,104,508 | — | — | ||||||||||||||||
| Former Executive Chairman | ||||||||||||||||||||||||
| All executive officers as a group | 38,824 | 2,988,283 | 137,954 | 2,988,084 | 116,465 | 8,964,311 | — | — | ||||||||||||||||
| All non-employee directors as a group | 12,108 | 825,402 | — | — | — | — | 11,201 | 820,194 | ||||||||||||||||
| All employees other than executive officers as a group | 107,351 | 8,262,806 | 9,234 | 200,008 | 7,796 | 600,058 | — | — | ||||||||||||||||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights as of December 31, 2015 | Weighted-average exercise price of outstanding options, warrants and rights as of December 31, 2015 ($) | Weighted-average contractual term of outstanding options, warrants and rights as of December 31, 2015(years) | Number of securities remaining available for future issuance under equity compensation plans as of December 31, 2015(excluding securities reflected in the first column)(1) | |||||||||
| Equity compensation plans approved by security holders | 2,505,301 | $69.91 | 3.4 | 4,442,210 | |||||||||
| Equity compensation plans not approved by security holders | — | — | — | — | |||||||||
| Total | 2,505,301 | $69.91 | 3.4 | 4,442,210 | |||||||||
| 23 |ManpowerGroup |
Compensation Discussion and Analysis |
| 2019 Proxy Statement| 24 |
Compensation Discussion and Analysis |
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 Backgroundtitles as of December 31, 2018:("SEC"(“SEC”). We refer to this group of executives as our named executive officers (“NEOs”). ManpowerGroup'sManpowerGroup’s NEOs for the year ended December 31, 20152018 are the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the three most highly compensated executive officers (other than the CEO and CFO), who were serving as executive officers as of December 31, 2015. Our2018. As required under SEC rules, our NEOs also include our former executive chairman,Chief Operating Officer, who retired from the Companyrole effective December 30, 2015, and who is required under SEC rules to be included in our compensation disclosures.August 31, 2018. Our NEOs are listed below with their titles:
Jonas Prising —Chief— Chairman and Chief Executive Officer. Mr. Prising additionally became Chairman of the Company on December 31, 2015.Officer
John T. McGinnis — Executive Vice President and CFO (1)
Ram Chandrashekar — Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East (1)
Mara E. Swan — Executive Vice President, Global Strategy and Talent
Richard Buchband — Executive Chairman until his retirement from the Company on December 30, 2015Senior Vice President, General Counsel and Secretary
Darryl Green — Former President and Chief Operating Officer(2)
| (1) | Effective |
| (2) | Mr. Green retired from his role as President and |
Our executive compensation programs are designed to reward Our consolidated revenues were up 2.5% in constant currency We Continue to Focus on Three Key Performance Metrics We believe these three key performance metrics continue to identify whether we are running our business effectively for our shareholders. Earnings Per Share. Focuses our NEOs on producing financial results that align with shareholder interest. We consider this metric a critical measure of executive performance.20152018 Compensation Reflected Strong 2015 Financial ResultsChallenging Environment in 2018performance, and 2015 was a strong year, with revenue growth in constant currency in most of our markets. Management continued to focus on improving our operating leverage and operational efficiency. These efforts were effective and resulted in meaningful increases in the three key performance metrics we use to incent and reward our NEOs:•Diluted Earnings Per Share (“EPS”)(1)in constant currency was $6.21, an increase from $5.30 in 2014Return on Invested Capital (“ROIC”) (1) in constant currency was 15.7%, an increase from 14.6% in 2014•Operating Profit Margin Percent (“OPMP”)(1) was 3.65%, an increase from 3.46% in 2014(1)EPS, ROIC and OPMP have been calculated for 2015 and 2014 in accordance with our compensation plans. See page 48 for an explanation of the calculations of each of these metrics. For 2015, the Committee exercised negative discretion, and utilized a lower EPS figure of $6.08, rather than $6.21, in calculating annual incentive compensation. This adjustment excluded from the EPS calculation the benefit of significant share repurchases the company completed in 2015, except to the extent necessary to offset dilution resulting from shares issued under equity plans. As reported, EPS and ROIC were $5.40 and 13.6%, respectively.30Beginning in 2015, our Executive Compensation and Human Resources Committee (the "Committee") determined that our key performance metrics of EPS and ROIC should be calculated and measured on a constant currency basis to ensure that payments under our annual incentives reflect the underlying performance of our businesses. By eliminating the impact of changes in foreign currency exchange rates (for example, the US Dollar appreciated 12% against the Euro in 2015), we are better able to capture year-over-year changes in underlying performance. As such, the EPS and ROIC figures used for compensation purposes and disclosed above are based on constant currency.We Manage Our Business in Light of Global Macroeconomic Forces, Business Cycles and ComplexityManpowerGroup derives over 84% of its revenues from outside the United States, with the largest portions coming from the Company’s operating segments in Southern Europe (36%), Northern Europe (28%) and Asia Pacific Middle East (12%). Our business is truly global in nature and complexity, with over 27,000 employees and over 600,000 associates connected with clients worldwide on any given day. Our worldwide network serves global, multinational and local companies in 80 countries and territories. We placed approximately 3.4 million people in jobs in 2015, and provided a broad range of workforce solutions including recruitment and assessment, training and development, career management, outsourcing and workforce consulting.Our results are highly dependent on labor market conditions, business cycles and other macroeconomic forces. During periods of recovery,2018 we typically expect to see improvementsexperienced a softening in the economic environment in which our revenue operating profit margin, and ROIC. Duringgrowth, while still positive, was lower than we have experienced in the past several years. It is our experience that during declines in the economic cycle, or periods of economic uncertainty, we will see declines in our revenue, or its rate of growth, and this occurred during the second half of 2018. We will often decline as our clients scale back use of our services due to reduced demand for their products and services. We have used periods of economic weakness and uncertainty to streamline our cost structure,also typically experience decreasing profit margins during such as the simplification and cost recalibration plan we began in 2012 and 2013. Despite an uneven global economic recovery, our strong operating discipline contributed to an increase in earnings of 12.8%periods.or -2.0%in 2018 compared to 2017. Our operating leverage and profitability in 2018 reflected a deteriorating economic environment in Europe, where the majority of our business is located. Management’s actions to mitigate the impact of reduced revenue growth involved pricing discipline and strong cost management. As a result, we accomplished solid financial performance in 2018 in light of the economic environment. Although our key performance metrics of Earnings Per Share (“EPS”) and Return on Invested Capital (“ROIC”) recorded year-over-year improvements for purposes of our compensation plans, they fell short of the challenging targets that were set by the Executive Compensation and Human Resources Committee (the “Committee”) at the beginning of 2018. Accordingly, our short-term compensation program paid out considerably below targeted levels. For our long-term incentives, our key performance metric of Operating Profit Margin Percent (“OPMP”), which we use in the three-year performance periods in our performance share units, declined in 2018, coming in below the level for the prior two years. This not only reduced the OPMP payout percentage for the three-year performance period that began in 2016 and ended in 2018, but will likewise have an adverse impact on the payout percentage for previously granted performance share unit awards covering 2017-2019 and 2018-2020.• 25 |ManpowerGroup
Compensation Discussion and Analysis |
| • | Return on Invested Capital. 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. |
| • | Operating Profit Margin Percent. Measures how efficiently our NEOs have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits, and it is the cornerstone of our long-term incentive plan. |
The results of these three key performance metrics, as reported for ManpowerGroup in 2015.2018, were as follows:
Earnings Per Share - Diluted ("EPS"), as reported Return on Invested Capital ("ROIC") Operating Profit Margin Percent ("OPMP"), as reported
In addition to these three metrics, the Committee also sets individual operating objectives for each executive officer.
When it adopted financial targets at the beginning of the 2018 performance year, the Committee determined that certain items should be excluded from our performance metrics to ensure our NEOs are compensated only for the underlying performance of our business:
| • | Constant Currency. We eliminate the impact of changes in exchange rates for EPS and ROIC. 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 OPMP 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 and ROIC calculations. This, too, better reflects the Company’s performance for the year. |
| • | OtherNon-Recurring Costs. We exclude from OPMP anynon-recurring accrual adjustments greater than $10 million that pertain to prior periods. As explained above, excluding these costs better reflects the Company’s performance during the year. |
The following table shows the impact of each of these items on our performance metrics for 2018:
| As Reported | Impact of Constant Currency | Impact of Share Repurchases | Restructuring Costs | Goodwill Impairment(1) | Other Non-Recurring Costs | As calculated under Compensation Plans | ||||||||||||||||||||||
EPS | $ | 8.56 | $ | (0.04 | ) | $ | (0.19 | ) | $ | 0.42 | $ | 0.02 | n/a | $ | 8.77 | |||||||||||||
ROIC | 15.4 | % | (0.1 | )% | n/a | 0.7 | % | — | % | n/a | 16.0 | % | ||||||||||||||||
OPMP | 3.62 | % | n/a | n/a | 0.19 | % | n/a | (0.07 | )% | 3.74 | % | |||||||||||||||||
| (1) | The goodwill impairment charge did not have a significant impact on ROIC in 2018. |
| 2019 Proxy Statement| 26 |
Compensation Discussion and Analysis |
Our key performance metrics, calculated as described above, are shown here, compared against the comparable metrics for 2017:
Earnings Per Share Diluted ("EPS"), under our compensation plans Return on Invested Capital ("ROIC"), under our compensation plans Operating Profit Margin Percent ("OPMP"), under our compensation plans
See page 40 for further explanation of the calculations for EPS and ROIC and page 46 for OPMP.
We believe the interests of our shareholders are served when strong operating performance drives enhanced financial performance. Therefore, the pay for our CEO and our other CEO Compensation Declined in 2018, in Alignment withPay-For-Performance Principles We remain committed to performance-based compensation. Approximately 75% of Mr. Prising’s 2018 target compensation was tied to Company performance and 90% of his total pay was variable. Given our below-target financial performance in 2018, Mr. Prising’s total compensation in 2018 was 94%of target. (In 2017, when our performance exceeded the Committee’s financial targets, his total compensation was 103% of target.) The discussion below highlights each component of Mr. Prising’s compensation in 2018. Annual Cash Incentive: Payout Was 61% of Target. In light of the financial performance of the Company and the Committee’s assessment of Mr. Prising’s achievement of his operating objectives as CEO, Mr. Prising’s annual cash incentive payout was 61% of target. The following table shows the actual cash incentive payout to Mr. Prising for 2018: 2018 Actual Payout $ % Compared to Target EPS Goal 414,063 55 % ROIC Goal 348,214 46 % Operating Objectives 375,000 100 % Total 1,137,277 61 % Our Executive Pay is Designed to be Variable and Affordablesenior executivesexecutive officers is closely aligned with our results, and their compensation varies year-over-year based on whether they have achieved collective and individual performance goals set by our Committee. This also reflects our philosophy of affordability — compensation is higher when our executives have delivered financial results that make it more affordable for the Company and lower when financial results declineunderperform and make it less affordable for the Company. 27 |ManpowerGroup
Compensation Discussion and Analysis |
Long-Term Equity Awards: Approximately 60% are Based on Performance. Mr. Prising’s 2018 compensation package included three types of long-term equity awards:
Approximately 60% were performance share units, again using a three-year performance period, and calibrated to OPMP. In 2018, OPMP for the 2018 performance share unit grant was well-below target, which also has an adverse impact to the performance share units granted in 2017 and 2016. For the 2016 performance share unit grant, Mr. Prising earned 96% of the target level performance share units for the3-year performance period of 2016-2018.
Approximately 20% were stock options that vest over a four-year period.
Approximately 20% were restricted stock units that cliff vest in full after three years.
Other Compensation Was Limited. The level of perquisites provided to Mr. Prising is limited. We reimburse him for financial planning expenses, which are capped at $12,000 per year. Mr. Prising’s Other Compensation in 2018 also included a Company match and profit-sharing contribution under our Nonqualified Savings Plan, in which Mr. Prising has elected to participate. Mr. Prising does not have a current pension plan, does not participate in the Company’s auto program and does not participate in the Company’s 401(k) plan for“catch-up” contributions for employees over 50.
We calculated realizable pay for Mr. Prising to show the impact of Company performance and stock price on his compensation granted or awarded during the year. The Company’s stock price declined significantly during 2018: from $126.11 on January 1, 2018 to $64.80 as of December 31, 2018. The combination of the stock price decline and the Company’s below-target operating performance resulted in Mr. Prising’s calculated realizable pay being $6.2 million for 2018. This is substantially lower than $11.4 million of total compensation shown in the Summary Compensation Table using SEC reporting methodology. It also reflects a 56%decrease from his realizable pay for 2017, when strong operating performance and considerable stock price appreciation resulted in realizable pay that was greater than reported compensation. See page 50 for further details. Our Business is Impacted by Global Macroeconomic Forces, Business Cycles and Complexity We derive approximately 88%of Realizable Pay for Our CEO Declined Significantly in 2018ContentsWe Focus on Three Key Performance MetricsIn 2015, we continued to focus on three performance metrics that we believe reflect whether we are running our businesses successfully for our shareholders.Earnings Per Share. Focuses our NEOs on producing financial results that alignrevenue from outside the United States, with the interests oflargest portions coming from our shareholders. We believe this metric is a critical measure of executive performance.Return on Invested Capitaloperating segments in Southern Europe (43%), Northern Europe (24%) and Asia Pacific Middle East (13%). Even though we operate in the services industry, ourOur business is capital intensive. We must paytruly global in nature and complexity. Through our associatesglobal network including approximately 2,600 offices in 80 countries and consultants beforeterritories, we typically billserve global, multinational and collect from our clients. Our “ROIC” metric measures how efficientlylocal clients across multiple industry segments and quickly we are converting our services into cash.Operating Profit Margin Percent. Measures how efficiently our NEOs have deployed our operating resources to generateprovide a profit. We believe using this metric drives a long-term focus on achieving sustainable profits.broad range of workforce solutions including recruitment and assessment, training and development, career management, outsourcing and workforce consulting.In addition to these three metrics, the Committee also sets individual operating objectives for each executive officer.
It is difficult to find an industry-specific group of peer companies for benchmarking our executive compensation. We are significantly larger than other U.S.-listed companies in our industry (with We Utilize a Broad Group of Comparators for Compensation$19.3$22.0 billion in revenue in 2015,2018, compared to $5.5$5.8 billion of our nearest U.S.-listed competitor). Our two largest competitors, Adecco and Randstad, are based in Europe, and although the Committee reviews available compensation data for these two companies, their pay practices are different, and full compensation information is not disclosed. To ensure that we are utilizing meaningful data, the Committee’s independent compensation consultant, Mercer, has customized a peer group, which consists of 8590 companies within the S&P 500 and500. This peer group has a median revenue that approximates that of ManpowerGroup, with a range of approximately 70% to approximately 180% of our revenue. The peer group is designed to properly benchmark our NEOs'NEOs’ compensation against the relevant talent marketplace. The Committee believes that using this group provides a robust basis for comparing us to companies of similar scale and also represents the universe oftop-tier companies we consider when looking for executive talent. The median revenue of the peers approximates that of ManpowerGroup, with a range of 70% to approximately 200% of our revenue.2019 Proxy Statement| 28
Compensation Discussion and Analysis |
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:Key Compensation and Governance PoliciesWe were pleased that our shareholders overwhelmingly approved the non-binding advisory vote on our executive compensation in 2015 with approximately 96% of votes cast in favor of the proposal. WHAT WE DO: WHAT WE DON’T DO: ✓ We tie pay to performance, including the use of performance share units. The majority of executive pay is performance-based and variable. × We do not pay any of our long-term incentives in cash as the objective of our long-term incentive plan is to incentivize executives to increase shareholder return. ✓ We set challenging performance objectives. × We do not use Total Shareholder Return (“TSR”) as a performance metric for our NEOs. In our experience, TSR captures fluctuations in stock price, rather than measuring the performance of our executive team in operating our business. Our stock price can be sensitive to perceived changes in the global business climate, and we often experience fluctuations in stock price that arede-coupled from the fundamentals of our business. Instead of using TSR, our Committee sets meaningful targets each year for our three key metrics. ✓ We appropriately balance short-term and long-term incentives. × �� We do not provide tax gross up payments for any amounts considered excess parachute payments. ✓ We have caps on the potential payouts under the performance share unit grants and our annual incentive program. × We do not pay dividends on performance share units. ✓ We use double triggers in our severance agreements and our equity awards. × We do not encourage undue risk taking in our compensation plans. By using varied financial metrics and setting caps on potential payouts the company mitigates undue risk taking. ✓ We maintain significant stock ownership guidelines for our NEOs. × We do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction. ✓ The Committee engages an independent compensation consultant that works solely in support of the Committee. × We do not allow hedging or pledging of ManpowerGroup stock. ✓ We use appropriate peer groups when establishing compensation. × We do not provide excessive perquisites to our NEOs. ✓ We listen to our shareholders. We regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation. In 2018, we continued to meet with our shareholders to review these topics and ensure our programs are well-understood and consistent with their expectations. 29 |ManpowerGroup What We Do:We tie pay to performance, including the use of performance share units. The majority of executive pay is variable.We use double triggers in our severance agreements and our equity awards.We maintain significant stock ownership guidelines for our NEOs.The Committee engages an independent compensation consultant that works solely in support of the Committee.
Compensation Discussion and Analysis |
WE MAINTAIN STRONG COMPENSATION AND CORPORATE GOVERNANCE PRACTICES: | ||||
✓ | Use ROIC as a key performance metric: We replaced Economic Profit with ROIC to more clearly measure how effectively we are using our capital. | |||
✓ |
Return to3-year performance period for performance share units: We returned to a3-year performance period for performance share units to better align the interests of executive officers with long-term shareholder value. | ||||
✓ | Further expanded use of performance-based equity: We modified our long-term incentive program to increase our use of performance share units to represent approximately 60% of long-term equity grants. | |||
✓ |
2015 Actual Payout $ | % Compared to Target | |||||
| EPS Goal | 811,800 | 123 | % | |||
| ROIC Goal | 891,000 | 135 | % | |||
| Operating Objectives | 597,200 | 181 | % | |||
| Total ($) | 2,300,000 | 139 | % | |||
Elimination of classified board: We eliminated our classified board structure and hold annual elections of directors. | ||||
✓ | Strengthened role of lead director: We eliminated a practice in which we rotated our lead director annually. Today, our board appoints a lead director with the intent that the individual will serve for at least three years. The roles and responsibilities of the lead director have been clarified, and the lead director receives additional compensation for serving in this role. | |||
✓ |
Adoption of clawback policy: Under our clawback policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, it may revoke any outstanding awards, including cash incentives or equity awards, that were received as a result of the misconduct. | ||||
✓ | Tightened stock ownership guidelines: Senior executives who have not met their individual ownership requirement must hold 50% of any of the shares they receive from an exercise or vesting of awards until the requirement is satisfied. | |||
✓ |
Redoubled Our Commitment to Board Diversity and Refreshment: Our board is focused on having fresh perspective on the board and its committees, including a diversity of thought and background. Our board is more than 40% female and has an average tenure of 6.7 years. | ||||
✓ | Enhanced our Board Evaluation Program: We have strengthened our board evaluation process by including a facilitated evaluation, led by an experienced external resource. | |||
✓ | Enhanced our Succession Plan for Executive Officers: We have developed a robust succession planning process for our executive officers and senior leadership designed to ensure we have experienced and capable leaders who are prepared to assume executive roles as they become available. |
Our Committee is guided by a series of principles, listed below. Within the framework of these principles, ManpowerGroup’s executive compensation guiding principles are to:Objectives ofManpowerGroup Compensation ProgramIn making decisions regarding compensation elements, program features and compensation award levels, ManpowerGroupPrinciplesManpowerGroupthe Committee considers governance trends, the competitive market, corporate, business unit and individual results, and various individual factors.Pay for results: We tie a significant portion of compensation to the achievement of Company and business unit goals as well as to recognize individual accomplishments that contribute to ManpowerGroup’s success. For example, in 2015, approximately 60% of the CEO’s and 57% of the CFO’s target compensation, respectively, (and approximately 57% for the other NEOs) was tied to short- and long-term financial performance goals.Not pay for failure: We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure. In 2015, all of the executives met at least the threshold level for each performance-based incentive element.Align with shareholder interests: The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, performance share units, which make up approximately 40% of target compensation for both the CEO and CFO, respectively, are tied to operating profit margin, an incentive correlated with shareholder value because the higher the profit margin, the more valuable the Company becomes. Stock options and restricted stock units are directly aligned with shareholders’ economic interests as the ultimate value the NEOs realize is dependent upon the value of our stock. In addition, a substantial portion of the annual cash incentive awards paid to our CEO and CFO are based on achievement of EPS and ROIC goals for the year.Pay competitively: In order for ManpowerGroup to be successful, we need senior executives who have the capability and experience to operate in a global and complex environment. The Committee35believes it must provide pay opportunities to the NEOs that are competitive in order to attract and retain executives of this caliber.Balance cash and equity: We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company.
| • | Pay for results: We tie a significant portion of compensation to the achievement of Company and business unit goals as well as to recognize individual accomplishments that contribute to success. For example, in 2018, approximately 60% of the CEO’s and 56% of the CFO’s target compensation, respectively, was tied to short- and long-term financial performance goals. |
| • | Not pay for failure:We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure. In 2018, our results were between the threshold level and target level for EPS and ROIC under the annual incentive plan as well as for OPMP under the performance share unit grants. |
| • | Align with shareholder interests: The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, performance share |
| 2019 Proxy Statement| 30 |
Compensation Discussion and Analysis |
units, which make up approximately 45% of target compensation for the CEO and 38% for the CFO, respectively, are tied to operating profit margin, which we believe helps to drive enterprise value. Stock options and restricted stock units are directly aligned with shareholders’ economic interests as the ultimate value the NEOs realize is dependent upon the value of our stock. In addition, a substantial portion of the annual cash incentive awards paid to our CEO and CFO is based on achievement of EPS and ROIC goals for the year. |
| • | Balance cash and equity: We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company. |
| • | Use internal and external performance reference points:We evaluate the elements of our compensation program against appropriate comparator company practices as well as other executives within the |
| • | Recognize the cyclical nature of our business: Our business is highly cyclical, and our financial results are impacted by global economic cycles, which are difficult to predict. In determining executive compensation, the Committee tries to strike an appropriate balance between fixed and variable pay, and to create meaningful incentives at all points in an economic cycle. |
| • | Pay competitively: In order for ManpowerGroup to be successful, we need senior executives who have the capability and experience to operate in a global and complex environment. The Committee believes it must provide pay opportunities to the NEOs that are competitive in order to attract and retain executives of this caliber. |
| • | Attract and retain executives: The Company structures its compensation program for the NEOs so that the overall target outcome generally falls within the median of the competitive market. The Committee believes this is the appropriate level to provide in order to attract and retain executives. |
| • | Assure total compensation is affordable: Our NEOs’ compensation is variable year-over-year, which means compensation is higher when financial objectives are achieved and incremental compensation is more affordable for the Company and compensation is lower when financial results decline and it is less affordable for the Company. In addition, payouts under the annual cash incentive plan and the performance share units are capped at the outstanding performance levels, which make the maximum cost predictable and ensures affordability. |
| • | Clearly communicate plans so that they are understood: We clearly communicate to each NEO their specific goals, targets and objectives to ensure our executives are focused on achieving the financial and operational results that the Committee believes will best promote shareholder value. |
Recognize the cyclical nature of our business: Our business is highly cyclical and our financial results are impacted by global economic cycles, which are difficult to predict. In determining executive compensation, the Committee tries to strike an appropriate balance between fixed and variable pay, and to create meaningful incentives at all points in an economic cycle.
ManpowerGroup held anon-binding shareholder advisory vote at its 20152018 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 96%92% of the votes cast, similar to 2014. We believe our annual “saycast. This was the fifth consecutive year we received a say on pay” vote represents an important opportunity for our shareholders to respond to our executive compensation programs. Because of the high shareholder approval ratings in both 2014 and 2015,pay result above 90%, which we believe demonstrates our shareholders'shareholders’ satisfaction with the alignment of our NEOs'NEOs’ compensation with the Company's performance,Company’s performance. In some years, this result has been as high as 98%. Accordingly, we didhave not makemade significant changes to the compensation program for 2016.
We believe that shareholder engagement is an important part of Contacting our top shareholders, representing more than 50% of our shares. Meeting with Presenting shareholder feedback to the Shareholder EngagementThe Board of Directors believesitsour governance practices. In 2015,Over the past four years, we have enhanced our shareholder outreach program, to better understand our investors’ perspectives on our compensation philosophies and our governance structure, and to answer their questions. These efforts are conducted by members of executive management, engagedand have included:manyshareholders representing approximately40% of our shares.Company's largestCommittee as well as the nominating and governance committee.31 |ManpowerGroup
Compensation Discussion and Analysis |
The Committee evaluated this feedback, as well as our say on pay voting results (92% in 2018 and 91% in 2017), among other factors in developing our executive compensation programs as discussed in this CD&A. Similarly, our nominating and governance committee has reviewed 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 to provide perspective on the Company's governance structurethrough our quarterly earnings calls, investor meetings and compensation philosophiesconferences, and to ensure that the Board of Directors and management understand and address the issues that are important to our shareholders.
The following are the main elements used by ManpowerGroup in its compensation program in Compensation Element Key Characteristics Objective and Determination 2018 Decisions Provide Factors used to determine base salaries: • NEO’s experience, skill, and performance. • The breadth of the NEO’s responsibilities. • Internal equity among other • Pay relative to market. • Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year. Measures used to determine annual • The • The performance metrics used to determine NEOs annual incentive were: • EPS and ROIC for all NEOs. • Adjusted Operating Unit Profit (AOUP) for Mr. Chandrashekar, who • The EPS and ROIC levels achieved werebetween the threshold and target level. • The AOUP level for Mr. Chandrashekar was • Each of the NEOs received a percentage of their incentive for achieving a specified level of • See page Compensation Elements20152018 along with key decisions by the Committee related to those elements:2015 Compensation Program ElementsCompensationElementKeyCharacteristicsObjective and Determination2015 Decisions Base Salary Fixed compensation for performing the core areas of responsibility in amounts that are competitive in the markets in which we operate. a fixed compensation for performing the core areas of responsibility of the NEO. These are reviewed annually and adjusted when appropriate.
NEOs. None of Mr. McGinnis was the NEOs receivedonly NEO to receive an increase in base salary in 2015.• Mr. Prising's and Mr. Green's 2015 salary in the Summary Compensation Table on page 61 reflects a full year as CEO and COO, respectively.2018.• Mr. Joerres received a decrease in his base salary in connection with his continued transition to the role of Executive Chairman. Mr. Joerres retired from the Company on December 30, 2015.AnnualIncentiveAward Variable compensation payable in cash based on performance against annually established goals and assessment of individual performance. incentive:incentive for NEOs in 2018: maximum aggregate annual incentives earned byfor the NEOs subject towere made under the Manpower Inc. Corporate Senior Management Annual Incentive Pool Plan (“PoolIncentive Plan”) cannot exceed. The Incentive Plan provides for the payment of annual cash rewards to a certain percentageparticipant based on the Company’s attainment of gross profit (the “Pool”). Each NEO in the Pool Plan cannot earnone or more than his or her allocated portion of the Pool. The annual incentive is further limited by the Committee’s negative discretion.• The Pool for 2015 was $24.7 million. Mr. Prising’s portion of the Pool for 2015 was $5.9 million. However, the individual limit under the Pool Planis $5 million, which was less than his share of the Pool.• Each participant in the Pool Plan received an incentive significantly below his or her allocated portion of the Pool.• The EPS and ROIC levels achieved were above the target levels.37CompensationElementKeyCharacteristicsObjective and Determination2015 Decisions• The Committee uses performance metrics and individual operating objectives to determineestablished for that participant for the actual payout torelevant year. The maximum individual limit in any year under the NEOs.Incentive Plan is $5 million.hasduring 2018 had responsibility for an operating unit (e.g.(i.e. for a geographical region). See page 4942 for the definition of AOUP. betweenat the Threshold and Targetoutstanding level.thetheir individual operating objectives.4740 for more information.2019 Proxy Statement| 32
Compensation Discussion and Analysis |
Compensation Element | ||||||
Key Characteristics | Objective and Determination | 2018 Decisions | ||||
Performance Share Units | Variable compensation payable in shares of stock. The performance share units vest based on achievement of apre-established performance metric over a period of time. If goals are not met, shares are not received. | Motivate and reward NEOs for performance against long-term financial objectives to align the interests of the NEOs with long-term shareholder value. Target amount awarded is determined based on job scope, market practice and individual performance. Measures used to determine performance share units earned: • A threshold level of average operating profit margin percent must be achieved during the • Payout levels for threshold, target and outstanding results are determined, and the actual payout percentage is calculated by interpolation. • However, if average operating profit does not meet a certainpre-determined dollar “gate” over the | • In • Also in 2018, for the target performance share units based on the three-year performance period ended December 31, 2018. • See page | |||
| Restricted Stock Units | Variable compensation payable in shares of stock. 100% of the restricted stock units vest on the third anniversary date. | • Restricted stock units cliff vest in full after three years and are paid in stock. • Through stock price and dividend equivalents, restricted stock units directly align NEOs with the shareholders and add balance to the compensation program as they provide both upside potential and downside risk and add an additional retention incentive. | • Approximately 20% of all of the | |||
| Stock Options | Nonqualified stock options that expire in ten years and become exercisable ratably over four years. | • Align the interests of the NEOs with long-term shareholder value as well as retain executive talent. Amount awarded is determined based on job scope, market practice and individual performance. | • Approximately 20% of all of the | |||
| 33 |ManpowerGroup |
Compensation Discussion and Analysis |
Compensation Element | Key Characteristics | Objective and Determination | 2018 Decisions | |||
| Qualified Retirement Plans | • No pension plan benefit in the United States, as we froze the qualified, noncontributory defined benefit pension plan, as well as the nonqualified, noncontributory defined benefit deferred compensation plans as of February 29, 2000. • | |||||
• Mr. Buchband participated in thecatch-up contribution under the 401(k) plan in 2018. | ||||||
| Nonqualified Savings Plan | Similar to a 401(k) plan, however not as flexible in | • 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. | • Mr. Prising, Mr. | |||
| 2018. | ||||||
| Career Shares | Used selectively by the Committee, taking into account what is most appropriate for an NEO in view of the retention incentive provided by the award. Restricted stock units vest completely on a single date several years into the future. | • Used as | • | |||
| 2018. | ||||||
| Other Benefits | Used to attract and retain talent needed in the business. | • Additional benefits include financial planning reimbursement and broad-based automobile benefits, selected benefits for expatriate executives, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by local market practice. | • Limited participation by the NEOs in these programs. | |||
Our executive compensation program is designed to motivate our NEOs to contribute to the Company’s long-term performance and success. As such, the following pay components include pay for results features:Pay for Results
Annual Incentive Award
| 2019 Proxy Statement| 34 |
Compensation Discussion and Analysis |
Performance Share Units — Units:Approximately 60% of the NEOs’ long-term awards for 20152018 were made in the form of performance share units, except for Mr. Joerres where performance share units represented 70% of his long-term awards.units. As stated earlier, the NEOs receive a certain number of shares of stock at the end of a specified period based on achievement measured againstpre-established performance goals for that period, typically operating profit margin percent. Similar to 2014,For 2018, the Committee again used a three-year performance period (2015-2017)(2018-2020) for performance share unit awards. Award opportunities are established for achievement at threshold, target and outstanding levels. The Committee believes using operating profit margin percent is appropriate because it is a driver of shareholder value.
Stock Options — Options:Approximately 20% of the NEOs’ long-term awards are made in the form of stock options, except for Mr. Joerres who did not receive a stock option grant in 2015.options. The Committee believes stock options provide an important overall longer term incentive for the NEOs to try to maximize value of ManpowerGroup’s stock.NEOs. Because stock options are granted at a specific value on the date of grant, the ultimate compensation realized will depend on the stock price at the time of exercise.
Target total compensation is the value of the compensation package that is intended to be delivered based on performance againstpre-established goals. The following chart illustrates for each of the NEOs the composition of his or her target total compensation for 2018 Target Compensation Components 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 thepre-established financial and operating goals set by the Committee. The target compensation is detailed for eachTarget Total Compensation20152018 among the various compensation elements:
41NEO in the following table.35 |ManpowerGroup
Compensation Discussion and Analysis |
This table outlines the values of the various elements and the percentage of each NEO’s total target compensation package that is variable (both short- and long-term) and performance-based (both short- and long-term).
2018 NEO Target Compensation
| NEO | Base Salary | Annual Incentive | Stock Options(1) | Performance Share Units(1) | Restricted Stock Units(1) | Total 2015 Target Comp | % Total Variable 2015 Target Comp(2) | % Total 2015 Target Comp Performance- Based(3) | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Jonas Prising | 1,100,000 | 1,650,000 | 1,128,009 | 3,384,063 | 1,128,072 | 8,390,144 | 87 | % | 73 | % | ||||||||||||||
| Michael J. Van Handel | 660,000 | 660,000 | 520,013 | 1,560,028 | 520,009 | 3,920,050 | 83 | % | 70 | % | ||||||||||||||
| Darryl Green | 800,000 | 800,000 | 700,008 | 2,100,049 | 700,042 | 5,100,099 | 84 | % | 71 | % | ||||||||||||||
| Ram Chandrashekar | 568,035 | 426,026 | 280,020 | 840,051 | 280,017 | 2,394,149 | 76 | % | 65 | % | ||||||||||||||
| Mara E. Swan | 560,000 | 420,000 | 240,014 | 720,054 | 240,069 | 2,180,137 | 74 | % | 63 | % | ||||||||||||||
| Jeffrey A. Joerres | 900,000 | 1,125,000 | — | 3,104,508 | 1,330,503 | 6,460,011 | 86 | % | 65 | % | ||||||||||||||
NEO | Base Salary | Annual Incentive | Stock Options(1) | Performance Share Units(1) | Restricted Units(1) | Total 2018 Target Comp | % Total 2018 Target Comp Variable(2) | % Total 2018 Comp Performance- Based(3) | ||||||||||||||||||||||||
$
| $
| $
| $
| $
| $
| |||||||||||||||||||||||||||
Jonas Prising | 1,250,000 | 1,875,000 | 1,800,015 | 5,400,014 | 1,800,046 | 12,125,075 | 90 | % | 75 | % | ||||||||||||||||||||||
John T. McGinnis | 700,000 | 700,000 | 480,017 | 1,440,036 | 480,053 | 3,800,106 | 82 | % | 69 | % | ||||||||||||||||||||||
Ram Chandrashekar | 627,849 | 470,887 | 380,005 | 1,140,111 | 380,037 | 2,998,889 | 79 | % | 66 | % | ||||||||||||||||||||||
Mara E. Swan | 610,000 | 457,500 | 270,021 | 810,082 | 270,068 | 2,417,671 | 75 | % | 64 | % | ||||||||||||||||||||||
Richard Buchband | 500,000 | 300,000 | 160,006 | 480,053 | 160,100 | 1,600,159 | 69 | % | 59 | % | ||||||||||||||||||||||
Darryl Green
|
| 850,000
|
|
| 850,000
|
|
| 760,011
|
|
| 2,280,099
|
|
| 760,074
|
|
| 5,500,184
|
|
| 86
| %
|
| 72
| %
| ||||||||
| (1) | The value of equity awards in this table represents the grant date fair value of the equity awards at the target levels granted in |
| (2) | Includes annual incentive, stock options, performance share units and restricted stock units. |
| (3) | Includes annual incentive, stock options and performance share units. |
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. The following chart details how incentive compensation is allocated between short-term (annual cash incentive) and long-term incentive compensation (stock options, performance share units and restricted stock units) for each of the NEOs. 2018 Long-Term vs. Short-Term Incentive CompensationBalancing Short- and Long-Term Compensation
2019 Proxy Statement| 36
Compensation Discussion and Analysis |
The Company’s practice is to target compensation outcomes generally to the Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market50th50th percentile of compensation paid in the competitive market fortarget results. Our maximum award opportunities foroutstanding results are generally set to approximate the 75th75th percentile of the competitive market. This is not strictly formulaic and some compensation levels or award opportunities may fall above or below the reference points. When setting each component of compensation, the Company takes into consideration the allocation of awards in the competitive market between current cash compensation andnon-cash compensation including stock options, performance share units and restricted stock units.
Our Committee has devoted considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation, given that we are significantly larger and more global in scope than other U.S.-listed companies in our industry. The following outlines the analysis by the Committee, and its independent compensation consultant, Mercer, to develop meaningful peer groups. The Committee One reason we utilize the customized set of comparison companies is that it is difficult to find an industry-specific group of peer companies. 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 full compensation data is not disclosed. Our nearest U.S. public competitor had revenue of approximately The Committee How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group8590 companies within the S&P 500 with minimum revenues of approximately $14$13 billion, maximum revenues of approximately $39$40 billion, and median revenues of $21$20 billion. The Committee believes that using this group provides a robust basis for assessing the competitive range of compensation for senior executives of companies of ManpowerGroup’s scale and that it also represents the universe oftop-tier companies we consider when looking for executive talent. A list of the companies included in the peer group used by ManpowerGroup in 2015 is attached asAppendixA-1Appendix C-1.$5.5$5.8 billion in 20152018 compared to our revenue of $19.3$22.0 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 meaningful data.secondarilyalso utilizes 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 each NEO’s position.certain NEO positions. For the CEO, CFO and CFO,COO, their positions were typicallyonly compared to companies within the subset group of the S&P 500. For the Executive Chairman, the Committee reviewed data regarding the relationship of the position to CEO pay for S&P 500 companies with an Executive Chairman. For NEOs with responsibility for leading a business unit, their positions weresuch as Mr. Chandrashekar, his position was compared to top division executives within the subset group of the S&P 500 Data and secondarily compared with U.S. compensation survey data of executives in similar sized groups and divisions. Compensation for global functional leaders was compared against U.S. compensation survey data recommended by Mercer for executives with similar roles and responsibilities, but not againstresponsibilities. For Ms. Swan, her position was compared to human resource management executives of companies within the subset group of the S&P 500 companies.and secondarily compared with U.S. compensation survey data of human resource management executives. For Mr. Buchband, his position was only compared with U.S. compensation survey data of legal executives. Both Ms. Swan and Mr. Buchband’s market data were adjusted to reflect the scope of their responsibilities. For executives whose positions were located outside of the U.S,U.S., ManpowerGroup also took into account international (regional and local) compensation survey data in an effort to set compensation that is not only equitable among the members of a global team, but also competitive within the global markets where ManpowerGroup competes for talent.43Market data utilized by the Committee for benchmarking included the following survey data recommended by Mercer:NEO Market Data Utilized37 |ManpowerGroup
Compensation Discussion and | ||
Prior to consider the executivesetting compensation
Total Direct Compensation
NEO | % Variance Competitive | |||
Jonas Prising | (14 | )% | ||
John T. McGinnis | (12 | )% | ||
Ram Chandrashekar | 3 | % | ||
Mara E. Swan | (8 | )% | ||
Richard Buchband | (11 | )% | ||
Darryl Green | 15 | % | ||
| (1) | For Mr. Prising, Mr. McGinnis and Mr. Green, the primary data source was the peer group subset of the S&P | |
It was observed that Mr. Prising’s and Mr. McGinnis’s target compensation fallsfor 2017 fell below the median total direct compensation when benchmarked against survey data for CEOs.CEOs and CFOs, respectively. The Committee determined that in light of this, was appropriate becauseadjustments to both Mr. Prising's tenure as CEO is less than two years. ForPrising’s and Mr. Chandrashekar, hisMcGinnis’s total direct compensation is above the median of any roles his
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), internal equity (which means that comparably positioned executives within ManpowerGroup should have comparable award opportunities), 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.Assessing Individual Factors
The Committee determines the CEO compensation levels, including base salary, establishing and determining the achievement of the financial goals and operating objectives for the annual cash incentives, and any equity-based compensation How the Committee Determines Compensation LevelsThe Committee’s Decision-Making Processawards, subject to ratification by the board of directors.awards. Generally, the CEO establishes and determines the achievement of the goals and objectives for the annual incentiveincentives 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. In the case of the former Executive Chairman, however, these determinations were made by the Committee without recommendation from the CEO, and were then presented to the board of directors for ratification. Mercer also provided input to the Committee regarding the final 20152018 compensation for all of the NEOs. This input reflected the Company'sCompany’s performance results for 2015,2018, 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, CFO and President (who was our COO) is subject to ratification by the board of directors. Accordingly, the board of directors ratified the determinations for Mr. Prising, Mr. Van Handel,McGinnis and Mr. Green, who were our executives at this level.2019 Proxy Statement| 38
Compensation Discussion and Analysis |
In February 2018, the annual incentive awards for our NEOs were granted under the ManpowerGroup Inc. Annual Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the payment of annual cash awards to a participant based on the Company’s attainment of one or more financial goals and operating objectives established for that participant for the relevant year. Under the Incentive Plan, the participant is assigned award opportunities for threshold, target, and outstanding performance upon the attainment of the financial goal or goals established for the participant, as well as Mr. Joerres, were ratifieddetermined by the boardCommittee at the beginning of directors.
The annual financial goals for the CEO under the Incentive Plan are based on EPS and ROIC for the year. The process begins with collaboration Setting the operating objectives for the CEO begins with the CEO recommending to the Committee the objectives for himself for the year. The Committee reviews and ultimately approves these operating objectives, subject to any adjustments, in the context of ManpowerGroup’s strategic and financial plans. At each The Committee will generally determine and approve equity awards to the CEO and the related vesting schedules, at its regularly scheduled meeting in February each year, subject to ratification by the board of directors. The grant date for the awards is the date the Committee approves the awards. The exercise price for any options granted is the closing price on the date of grant. As part of the Setting Annual Incentive Goals and Equity Awards for Mr. Prisingbetweenamong Mercer, the CFO and the CFO. Mercer then reviews this outcome with the chair of the Committee, who makes a preliminary decision about the goals.Executive Vice President, Global Strategy and Talent. The full Committee then reviews and determines the goals and range of award opportunities for achievement of the goals, including the weighting of each goal for the CEO, subject to ratification by the board of directors. In determining these goals, the Committee considers financial information including historical and projected earnings growth, the prior year financial results and the Company’s expected financial performance for the current year, consulting with management, including financial personnel, and Mercer.compensation committeeCommittee meeting during the year, the Committee reviews the progress the CEO is making towards the achievement of his financial goals and operating objectives for the year. After the close of each year, the Committee reviews and approves, subject to ratification by the board of directors, an award amount for the annual cash incentive based on whether the annual objective financial goals have been achieved the pool allocation earned under the Pool Plan, and based on the CEO’s performance towards each of his annual operating objectives.45decision makingdecision-making process for the CEO’s compensation matters, any decisions of the Committee or ratifications by the board of directors regarding the CEO’s compensation, are done in executive session without any other management present.
The process for setting the annual financial goals for the other NEOs also begins with collaboration among Mercer, the For Setting Annual Incentive Goals and Equity Awards for Messrs. Van Handel,McGinnis, Chandrashekar, Buchband, Green, Chandrashekar and Ms. SwanCEOCFO and CFOthe Executive Vice President, Global Strategy and Talent selecting the objective financial metrics and establishing proposed goals for those selected metrics for each of the NEOs. The recommended financial metrics and proposed goals are then reviewed and approved by the CEO. The EPS and ROIC metric isare used for each NEO, with the same goals as those used for the CEO. The CEOCFO and CFO determinethe Executive Vice President, Global Strategy and Talent recommend the proposed goals and award opportunities for Mr. Chandrashekar’s other objective financial metric, AOUP.AOUP, which is then reviewed and approved by the CEO. The Committee reviews these recommended financial goals, makes any adjustments it deems appropriate and then approves the financial goals and range of award opportunities, including the weighting of each goal.2015,2018, Mr. Prising approved the operating objectives for Messrs. Van Handel,McGinnis, Chandrashekar, Buchband and Green Chandrashekar and Ms. Swan.Swan, which were reviewed by the Committee.39 |ManpowerGroup
Compensation Discussion and Analysis |
After the close of each year, the Committee reviews and approves an award amount for the annual incentive to each NEO based on achievement of the NEO’s annual objective financial goals and the pool allocation earned under the PoolIncentive Plan. The CEO determines the amount of any award to each of the NEOs for performance towards each of their annual operating objectives. The CEO presents the recommended award for each NEO to the Committee for its review and approval, subject to ratification by the board of directors for Messrs. McGinnis and Green. For Mr. Van Handel and Mr. Green.
The Committee generally determines and approves equity awards to the other NEOs, including vesting schedules, at its regularly scheduled meeting in February each year, and as required under the Committee’s charter, subject to ratification ofby the board of directors in the case of Mr. Van Handelthe CFO and Mr. Green.President. These are generally based on recommendations by the CEO (although not with regard to himself). The Committee may make grants to NEOs at other times during the year, as it deems appropriate. The grant date for the awards is the date the Committee approves the awards. The exercise price for any options granted is the closing price on the date of grant.
Base salaries for NEOs are set near the median of base salaries paid in the relevant competitive market, for the particular position, subject to individual performance factors as described earlier. For 2018, the Committee increased the base salary for Mr. McGinnis to $700,000. None of the other NEOs received an increase in base Base salary levels affect the value of the annual incentive awarded to the NEOs because the incentive award 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 benefit 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.Setting Annual Incentive Goals and Equity Awards for Mr. JoerresThe process for the former Executive Chairman was similar to the process for the CEO. The annual financial goals for the former Executive Chairman were based on EPS and ROIC for the year. The Committee reviewed and determined the goals and range of award opportunities for achievement of the goals, including the weighting of each goal, subject to ratification by the board of directors. The former Executive Chairman recommended operating objectives for himself, and the Committee reviewed and ultimately approved these operating objectives, subject to any adjustments, in the context of ManpowerGroup's strategic and financial plans.At each compensation committee meeting during the year, the Committee reviewed the progress the Executive Chairman made towards the achievement of his financial goals for the year. As Mr. Joerres retired on December 30, 2015, under the terms of the Pool Plan, Mr. Joerres would not have been eligible to receive any annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light46of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015, based on actual performance results for the objectives approved for him in February 2015. In February 2016, the Committee reviewed and approved, and the board of directors subsequently ratified, an award amount for the annual cash incentive for Mr. Joerres, taking into account the pool allocation earned under the Pool Plan, the annual objective financial goals achieved, and his performance towards each of his annual operating objectives.The Committee determined and approved equity awards and the related vesting schedules for Mr. Joerres as Executive Chairman, at its regularly scheduled meeting in February 2015, which were subsequently ratified by the board of directors. The grant date for the awards was the date the Committee approved the awards.As part of the decision making process for the Executive Chairman’s compensation matters, any decisions of the Committee or ratifications by the board of directors regarding his compensation, were done in executive session without any other management present.Components of the 20152018 Executive Compensation ProgramProgram—Base Salarysalary in 2015. Mr. Prising and Mr. Green's 2015 salary in the Summary Compensation Table on page 61 reflects a full year as CEO and COO, respectively. Mr. Joerres’ base salary decreased to $900,000 effective February 10, 2015, due to his continued decrease in responsibilities.salary.
As Components of the 2018 Executive Compensation Program—Annual Cash IncentivesPool Planstated earlier, in 2011 our shareholders approved the Corporate Senior Management Annual Incentive Pool Plan (the “Pool Plan”). The designexplained previously, all of the PoolNEOs participate in the Incentive Plan, sets maximumwhich provides for annual incentive levelscompensation awards that are tied to ManpowerGroup’s financial results. The Incentive Plan provides for executives subjectthe payment of annual cash rewards to the plan, and then enables the Committee to use negative discretion to establish actual incentives for our NEOs. This is done based on a subjective assessment of the individual’s achievements and performance and overall contribution to the Company and even more importantly,participant based on the Committee’s assessmentCompany’s attainment of performance towards the pre-specifiedone or more financial goals and operating objectives whichestablished for that participant for the relevant year. The incentive amounts are set at the beginningbased on achievement ofpre-established goals using these metrics. The Incentive Plan provides for a variety of financial goals that are used in determination of the year. The Pool Plan is designed to maintain our ability to deduct theamount of any annual incentives to the greatest extent permitted under Section 162(m) of the Internal Revenue Code.In February 2016, the Committee approved an amendment to the Pool Plan so that any participant who retires during the year would be entitled to a pro-rata portion of their annual incentive for that year, based on actual performance. Prior to the amendment, a participant who retired prior to December 31 of a given year would not be eligible for any incentive for that year, unless otherwise determinedearned by the Committee.For 2015, the Committee determined that the aggregate annual cash incentive awards for the NEOs who are subject to the Pool Plan cannot exceed .75% percent of gross profit.NEOs. The maximum amount of the individual awards for each participating NEO will be the lesser of the shareholder approved maximum individual payout47under the Pool Plan of $5.0 million or a percentage of the gross profit pool as approved by the Committee in advance. The total incentive payout to executives cannot exceed 100% of the pool. During the first quarter of 2015, the Committee approved the pool allocations for each of the NEOs as follows: Mr. Prising (24%), Mr. Van Handel (10%), Mr. Green (12%), Mr. Chandrashekar (7%), Ms. Swan (7%), and Mr. Joerres (18%) with the balance of the pool being allocated to other executives and for any new executives hired or promoted during the year. Within this structure, the Committee uses negative discretion to determine incentives for our NEOs by continuing to use thefinancial goals ofinclude EPS, ROIC and AOUP, and variousas well as other metrics. The operating objectives are typically tied to broad strategic or operational objectives to calculate the amount for each of the NEOs, capped by each executive’s allocable share of the pool. Each of the NEOs who was a participant in the Pool Plan for 2015 received a cash incentive payment significantly less than his or her allocable share of the pool.initiatives.
As noted above, the How the Committee Sets Underlying Goals for EPS and ROICAnnual Cash Incentivesannual cash incentives for NEOs are based on two objective factors –— EPS and ROIC –— plus regional operating unit performance, where applicable, and individual performance objectives. For EPS and ROIC, the Committee sets target outcomes at a number that reflects an annual growth target. For 2018, when setting the targets, the Committee established the targets of EPS and ROIC excluding anticipated restructuring charges. As mentioned earlier, beginning in 2015, the Committee has also determined to exclude the impact of currency when calculating EPS and ROIC to ensure that payments under our annual incentives reflect the underlying performance of our business. Accordingly, they setThe Committee has also determined to exclude the EPS and ROIC targets on a constant currency basis.benefit of current year share repurchases in excess of dilution when calculating EPS. The calculation of EPS and ROIC are as follows:
EPS
— net earnings per share — diluted, including net earnings from continuing and discontinued operations, but excluding the impact of currency, restructuring charges net of related savings, any cumulative effects of changes in accounting principles, extraordinary items or goodwill| 2019 Proxy Statement| 40 |
Compensation Discussion and Analysis |
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 taxes, excluding the impact of currency.currency and restructuring charges net of related savings. Average capital is the average monthly ending balance of capital employed plus or minus adjustments.
The EPS target is generally based on the Company’s targeted long-term growth rate for EPS, but may be adjustedyear-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 excludingnon-recurring items.
The ROIC target is then 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 other financial performance metrics under the plan used to determine the annual incentives earned by the other NEOs are determined in a similar way, taking into consideration the economic conditions and expected financial performance of each individual region, where applicable, as well as the overall EPS and ROIC targets. 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 at the budgeted financial plan, which may be higher or lower than target performance depending on economic conditions and trends at the time.
The Using an ROIC metric incentivizes our executives to carefully manage our accounts receivable and other capital investments The following table shows the EPS and ROIC goals established by the Committee for Goal EPS $ 8.48 $ 9.20 $ 9.91 ROIC 15.6 % 17.0 % 18.6 % Discussion of Setting Annual Incentive Goals forWhy the NEOsCompany Uses EPS and ROICCompanyCommittee 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. carefully in order to maximize the return on capital deployed. Our goal is to continuously improve our ROIC throughinternal capital employed each year over year increases.resulting in stable to improving ROIC. For 2015,2018, the Committee basedcontinued its EPS and ROIC target levels on the following EPS growth rate goals forpractice of setting threshold, target and outstanding performance:Goal Threshold Target Outstanding EPS Growth Rate 0% 10% 29% goals for EPS and ROIC that were based on its view of appropriate rates of EPS growth compared to prior year achievement. In setting the target growth rate,these levels for 2018, the Committee assumed continuing improvement in global economic conditions. Correspondingly, the growth targetEPS and ROIC targets for outstanding performance representsrepresent what the Committee believes isbelieved was an appropriate growth rate for outstanding performance. The Committee believesbelieved the threshold growth rate islevels for EPS and ROIC were the minimum levellevels at which it waswould be appropriate to earn an incentive, mainly due to continued uncertainty in thebased on global economic conditions thatas they existed at the time when the goals were set.2015, which correspond to the EPS growth targets:2018: Threshold Target Outstanding 41 |ManpowerGroup
| Goal | Threshold | Target | Outstanding | |||
| EPS | $5.30 | $5.85 | $6.85 | |||
| ROIC | 13.5% | 15.0% | 17.0% | |||
Compensation Discussion and Analysis |
The Committee Also Uses AOUP for Certain NEOs
Where an individual executive has specific responsibility for a geographic operating unit, the Committee also uses AOUP as a financial performance metric, to drive profitability in the executive’s business unit, while factoring in the cost of carrying accounts receivable. The calculation of AOUP is as follows:
AOUP
— Operating unit profit less a cost of net capital.Operating unit profit is equal to revenues less direct costs and branch and national headquarters operating costs translated into U.S. Dollars in constant currency. It includes the results of continuing and discontinued operations and excludes items consistent with the adjustments to EPS.
Cost of net capital is average net capital multiplied by 12%. Average net capital equals average trade accounts receivable less allowance for doubtful accounts and other miscellaneous adjustments, calculated based on the average of the monthly ending balances, translated ininto U.S. Dollars using the same monthly exchange rates as used for operating unit profit.
In 2018, Mr. Chandrashekar was the only NEO with AOUP used as a performance metric for his annual incentive goals.
The Committee determined that EPS and ROIC were the appropriate performance metrics in EPS goal (weighted 40%) 15.0 % 60.0 % 120.0 % ROIC goal (weighted 40%) 15.0 % 60.0 % 120.0 % Operating Objectives (weighted 20%) 7.5 % 30.0 % 60.0 % Total 37.5 % 150.0 % 300.0 % The operating objectives for Mr. Prising for — Annual Incentive Award Opportunities20152018 for Mr. Prising as the CEO. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Prising for 2015,2018, as a percentage of his 20152018 base salary of $1,100,000: Threshold Target Outstanding EPS goal (weighted 40%) 15.0% 60.0% 120.0% ROIC goal (weighted 40%) 15.0% 60.0% 120.0% Operating Objectives (weighted 20%) 7.5% 30.0% 60.0% Total 37.5% 150.0% 300.0% $1,250,000: Threshold Target Outstanding 2015 are2018 were as follows:
Meet/exceed growth rate of gross profit of certain competitors
Develop a strong team and a robust and diverse talent pipeline, including succession planning for key leadership
Drive continuing transformation of the Company’s IT operating model and platform to enhance governance and accelerate business performance
Plan, design and execute strategic initiatives focused on transformation of the business
The Committee determined that Mr. Prising earned a cash incentive award for 20152018 between the threshold and target and outstandinglevel for all of his financial objectives in 2015.2018. The Committee also approved an incentive award to Mr. Prising based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 20152018 award to Mr. Prising as follows:
| Target Award | Actual Award | |||
| CEO | $1,650,000 | $2,300,000 | ||
| Target Award | Actual Award | |||||||
CEO
|
$
|
1,875,000
|
|
$
|
1,137,277
|
| ||
For 2015,2018, the calculation offor EPS for Mr. Prising and the other NEOs was adjusted downward by the Committee, exercising negative discretion to adjust forexcluded the impact on EPS of significantchanges in foreign currency exchange rates, the impact of share repurchase activity during the year.year except to the extent necessary to offset dilution resulting from shares issued under equity plans, a goodwill impairment charge and restructuring costs net of related savings. ROIC excluded the impact of currency and restructuring costs net of related savings. The goodwill impairment charge did not have a significant impact on ROIC. See page
| 2019 Proxy Statement| 42 |
Compensation Discussion and Analysis |
Similar to the CEO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. EPS goal (weighted 40%) 10.0 % 40.0 % 80.0 % ROIC goal (weighted 40%) 10.0 % 40.0 % 80.0 % Operating Objectives (weighted 20%) 5.0 % 20.0 % 40.0 % Total 25.0 % 100.0 % 200.0 % The operating objectives for Mr. John T. McGinnis—Annual Incentive Award Opportunities for Mr. Van HandelVan HandelMcGinnis as the CFO.Van HandelMcGinnis for 2015,2018, as a percentage of his 20152018 base salary of $660,000: Threshold Target Outstanding EPS goal (weighted 40%) 10.0% 40.0% 80.0% ROIC goal (weighted 40%) 10.0% 40.0% 80.0% Operating Objectives (weighted 20%) 5.0% 20.0% 40.0% Total 25.0% 100.0% 200.0% 50$700,000. Threshold Target Outstanding Van HandelMcGinnis for 2015 are2018 were as follows:
Meet/exceed growth rate of gross profit of certain competitors
Make progress towards transformation initiatives
Deepen leadership impact to meet or exceed strategic and operational goals
Lead implementation and execution of certain initiatives to support our operations and transformation
Develop diverse leadership that strengthens our capabilities
The Committee determined that Mr. Van HandelMcGinnis earned a cash incentive award between threshold and target for 2015 between target and outstanding for2018for EPS and ROIC. The Committee also approved an incentive award for Mr. Van HandelMcGinnis based on its determination of the level of performance towards achievement of his operating objectives. Based on these accomplishments, the Committee determined to pay the 20152018 award to Mr. Van HandelMcGinnis as follows:
| Target Award | Actual Award | |||
| CFO | $660,000 | $920,000 | ||
| Target Award | Actual Award | |||||||
CFO
|
$
|
700,000
|
|
$
|
500,000
|
| ||
The Committee determined that EPS, ROIC and AOUP were the appropriate performance metrics for Mr. Chandrashekar, Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Chandrashekar for AOUP goal (weighted 40%) 10.0 % 30.0 % 60.0 % EPS goal (weighted 20%) 5.0 % 15.0 % 30.0 % ROIC goal (weighted 20%) 5.0 % 15.0 % 30.0 % Operating Objectives (weighted 20%) 5.0 % 15.0 % 30.0 % Total 25.0 % 75.0 % 150.0 % The operating objectives for Mr. Chandrashekar for Ram Chandrashekar — Annual Incentive Award Opportunities for Mr. GreenSimilar to the CEO and CFO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. Green as President and COO.The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Green for 2015, as a percentage of his 2015 base salary of $800,000: Threshold Target Outstanding EPS goal (weighted 40%) 10.0% 40.0% 80.0% ROIC goal (weighted 40%) 10.0% 40.0% 80.0% Operating Objectives (weighted 20%) 5.0% 20.0% 40.0% Total 25.0% 100.0% 200.0% The operating objectives for Mr. Green for 2015 were as follows:Meet/exceed growth rate of gross profit of certain competitorsDevelop diverse leadership that strengthens our capabilitiesAccelerate Experis performance in certain skill verticalsProvide operational and strategic insight that aligns with, and supports, the CEO’s objectivesThe Committee determined that Mr. Green earned a cash incentive award for 2015 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award to Mr. Green based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Mr. Green as follows: Target Award Actual Award COO $800,000 $1,105,000 51Annual Incentive Award Opportunities for Mr. Chandrashekar2015,2018, as a percentage of his 20152018 base salary of $568,035: Threshold Target Outstanding AOUP goal (weighted 40%) 10.00% 30.00% 60.00% EPS goal (weighted 20%%) 5.00% 15.00% 30.00% ROIC goal (weighted 20%) 5.00% 15.00% 30.00% Operating Objectives (weighted 20%) 5.00% 15.00% 30.00% Total 25.0% 75.0% 150.0% $627,849: Threshold Target Outstanding 2015 are2018 were as follows:
Meet/exceed growth rate of gross profit of certain competitors
Make progress towards transformation initiatives
Drive continuing transformationexecution of IT operating modeltechnology initiatives
Accelerate the development of the Experis brand, achieving operational and platform to enhance governance and accelerate business performancestrategic plan objectives
The Committee determined that Mr. Chandrashekar earned a cash incentive award for 2015 between threshold and target for AOUP and between target and outstanding fortargetfor both EPS and ROIC.ROIC and at outstanding for AOUP. The Committee also approved an incentive award for Mr. Chandrashekar based on its determination of the level of performance towards achievement of his operating
| 43 |ManpowerGroup |
Compensation Discussion and Analysis |
objectives. Based on these accomplishments, the Committee determined to pay the 20152018 award to Mr. Chandrashekar as follows:
| Target Award(1) | Actual Award(1) | |||
| EVP, Operational Excellence and IT, and President, Asia Pacific Middle East | $426,026 | $460,108 | ||
| Target Award(1) | Actual Award(1) | |||||||
EVP, Operational Excellence and IT, and President, Asia Pacific Middle East
|
$
|
470,887
|
|
$
|
578,124
|
| ||
| (1) | Mr. Chandrashekar’s target award and actual award received have been translated at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr. Chandrashekar was promoted to Executive Vice President, Operational Excellence and IT and President, Asia Pacific Middle East. |
The Committee determined EPS and ROIC were the appropriate performance metrics for Ms. Swan, Executive Vice President, Global Strategy and Talent. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Ms. Swan for EPS goal (weighted 40%) 10.0 % 30.0 % 60.0 % ROIC goal (weighted 40%) 10.0 % 30.0 % 60.0 % Operating Objectives (weighted 20%) 5.0 % 15.0 % 30.0 % Total 25.0 % 75.0 % 150.0 % The operating objectives for Ms. Swan for Mara E. Swan — Annual Incentive Award Opportunities for Ms. Swan2015,2018, as a percentage of her 20152018 base salary of $560,000: Threshold Target Outstanding EPS goal (weighted 40%) 10.00% 30.00% 60.00% ROIC goal (weighted 40%) 10.00% 30.00% 60.00% Operating Objectives (weighted 20%) 5.00% 15.00% 30.00% Total 25.0% 75.0% 150.0% 52$610,000: Threshold Target Outstanding 2015 are2018 were as follows:
Meet/exceed growth rate of gross profit of certain competitors
Develop diverse leadership that strengthensand execute on value and share strategy for several of our capabilitiesbrands
Collaborate with the brand for market leadership
Develop strategy to enhance efficiencies for clients and associates
The Committee determined that Ms. Swan earned a cash incentive award between threshold and target for 2015 between target and outstanding2018 for both EPS and ROIC. The Committee also approved an incentive award to Ms. Swan based on its determination of the level of performance towards achievement of her operating objectives. Based on these accomplishments, the Committee determined to pay the 20152018 award to Ms. Swan as follows:
| Target Award | Actual Award | |||
| EVP, Global Strategy and Talent | $420,000 | $580,000 | ||
| Target Award | Actual Award | |||||||
EVP, Global Strategy and Talent
|
$
|
457,500
|
|
$
|
330,000
|
| ||
The Committee determined The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. EPS goal (weighted 40%) 10.0 % 24.0 % 48.0 % ROIC goal (weighted 40%) 10.0 % 24.0 % 48.0 % Operating Objectives (weighted 20%) 5.0 % 12.0 % 24.0 % Total 25.0 % 60.0 % 120.0 % Richard Buchband — Annual Incentive Award Opportunities for Mr. Joerres that EPS and ROIC were the appropriate performance metrics for Mr. Joerres for 2015, since he was expected to be substantially involved in the Company until his retirement.Buchband, Senior Vice President, General Counsel and Secretary.Joerres as Executive ChairmanBuchband for 2018, as a percentage of his 20152018 base salary of $900,000:$500,000. Threshold Target Outstanding 2019 Proxy Statement| 44
| Threshold | Target | Outstanding | ||||
| EPS goal (weighted 40%) | 10.0% | 50.0% | 100.0% | |||
| ROIC goal (weighted 40%) | 10.0% | 50.0% | 100.0% | |||
| Operating Objectives (weighted 20%) | 5.0% | 25.0% | 50.0% | |||
| Total | 25.0% | 125.0% | 250.0% | |||
Compensation Discussion and Analysis |
The Committee established operating objectives for Mr. JoerresBuchband for 20152018 were as follows :follows:
Meet/exceed growth rate of gross profit of certain competitors
Make progress towards transformation initiatives
Provide strong leadership and strategic direction to ensureglobal legal function
Serve as trusted advisor to the board of directors and executive team
The Committee determined that Mr. Buchband earned a smooth CEO transitioncash incentive award between threshold and collaborate withtarget for 2018 for both EPS and ROIC. The Committee also approved an incentive award for Mr. Buchband based on its determination of the level of performance towards achievement of his operating objectives. Based on these accomplishments, the Committee determined to pay the 2018 award to Mr. Buchband as follows:
| Target Award | Actual Award | |||||||
Senior Vice President, General Counsel and Secretary
|
$
|
300,000
|
|
$
|
215,000
|
| ||
Darryl Green — Annual Incentive Award Opportunities
Similar to the CEO on keyand CFO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. Green as President and COO.
The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Green for 2018, as a percentage of his full 2018 annual base salary of $850,000:
| Threshold | Target | Outstanding | ||||||||||
EPS goal (weighted 40%)
|
|
10.0
|
%
|
|
40.0
|
%
|
|
80.0
|
%
| |||
ROIC goal (weighted 40%)
|
|
10.0
|
%
|
|
40.0
|
%
|
|
80.0
|
%
| |||
Operating Objectives (weighted 20%)
|
|
5.0
|
%
|
|
20.0
|
%
|
|
40.0
|
%
| |||
Total
|
|
25.0
|
%
|
|
100.0
|
%
|
|
200.0
|
%
| |||
The operating objectives for Mr. Green for 2018 were as follows:
Meet/exceed growth rate of gross profit of certain competitors
Make progress towards transformation initiatives
Ensure implementation and achievement of the Company’s long-term strategy
Accelerate Manpower performance in permanent recruitment globally
Provide insights on future organizational needsoperational and market changes
As stated earlier, as Mr. JoerresGreen retired on December 30, 2015, underfrom the position of COO effective August 31, 2018 and remained an employee of the company until October 1, 2018. Under the terms of the PoolIncentive Plan, he would not have been eligibleMr. Green was entitled to receive anya prorated annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015,2018 based on actual performance results for the objectives first approved for him in February 2015.
The Committee determined that Mr. JoerresGreen earned a cash incentive award between threshold and target for 2015 between target and outstanding2018 for both EPS and ROIC. The Committee also approved an incentive award to Mr. JoerresGreen based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 20152018 prorated award to Mr. JoerresGreen as follows:
| Target Award(1) | Actual Prorated Award | |||||||
COO
|
$
|
850,000
|
|
$
|
400,031
|
| ||
| (1) | The target award amount for Mr. Green is based on his full annual salary of 2018. His actual award represented 63% of target and was prorated through his retirement date on October 1, 2018 |
| 45 |ManpowerGroup |
| Target Award | Actual Award | |||
| Former Executive Chairman | $1,125,000 | $1,563,750 | ||
Compensation Discussion and Analysis |
Each year the Committee determines the appropriate mix of performance share units, stock options and restricted stock The performance share units, stock options and restricted stock units awarded in For the performance share units granted in Why the Company Uses Annual Operating Profit Margin and How it Sets Goals The following table shows the goals established by the Committee for the Average Operating Profit Margin Percent 2018-2020 3.10 % 4.10 % 4.50 % Payout Percentage 50 % 100 % 200 % To determine the average operating profit margin percent at the end of the When determining the financial goals for 2018, the Committee determined that for the 2018 financial year, restructuring charges would be excluded from the operating profit margin percent calculation. This increased the operating profit margin percent for 2018 by 0.19% to 3.81%. The Committee also determined, for the 2018 financial year, operating profit margin would exclude anynon-recurring accrual adjustments greater than $10 million that pertain to prior periods. This exclusion decreased OPMP by 0.07%to 3.74%. Under new accounting guidance effective January 1, 2018, we started to record certain pension costs in interest and other expense, moving them out of operating income, beginning with our 2018 fiscal year. This resulted in an increase to our OPMP. Following the principle under our equity plan that OPMP should be adjusted to reverse the impact of any change in accounting principles, the fiscal year 2018 OPMP calculationas it relates to performance share unit grants made in 2016 and 2017 was further reduced by 0.01%. Accordingly, for the3-year performance periods of 2016-2018 and 2017-2019, the OPMP achieved for 2018 is calculated as 3.73% instead of 3.74%. This accounting change was contemplated in the targets set by the Committee at the beginning of 2018, and therefore no adjustment is made for purposes of the performance period beginning in 2018. An operating profit “gate” was also established for the performance share units to ensure operating profit margins are achieved without significantly decreasing revenues. This gate was set at the 2018 Executive Compensation Program—Long-Term Incentivesgrantsunits that should comprise the long-term incentives for the NEOs. This flexibility allows the Committee to tailor its program to create the incentive structure that it believes will best align executive performance and the needs of the Company. The Committee has determined for 2018 that the performance needs of the Company arewould be best met through a package of awards for the NEOs made up of 60% performance share units, 20% stock options and 20% restricted stock units. We believe this will further align the NEOs’ interests with long-term shareholder value, particularly as 60% of the awards vest based on the achievement of performance criteria. For Mr. Joerres, the Committee determined his awards were made of 70% performance share units and 30% restricted stock units. He was not granted stock options in 2015. 20152018 have the characteristics below. The specific long-term incentive grants for each officer are shown in the Grants of Plan Based Awards table on page 56.64.Performance share unitsShare Units. 2015,2018, vesting will be based on achievement of apre-established goal for average annual operating profit margin percent, over a three year period.three-year period ending December 31, 2020. The Committee believes operating profit margin percent correctly focuses executive officers on the long-term profitability of the Company. Following completion of the 2015-20172018-2020 performance period, the Committee will compare operating profit margin percent performance against target levels. The number of shares earned will vest and be settled in common stock in February 2021, after the Committee determines the achievement of the performance goals.2015-20172018-2020 performance period for these performance share units and the associated payout percentage: Threshold Target Outstanding Average Operating Profit Margin Percent 2015-2017 2.60% 3.60% 4.10% Payout Percentage 50% 100% 200% Threshold Target Outstanding three yearthree-year period, the actual performance results from each year will be averaged to determine the three-year average performance results. The final award will be determined by using the three-year3-year payout scale relative to the3-year average performance.$595.0$780 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the 2015-20172018-2020 performance period exceeds $595.0$780.0 million.2019 Proxy Statement| 46
Compensation Discussion and Analysis |
Shares Earned for the 2016-2018 Performance Period
Based on the Company’s average operating margin percent for the3-year performance period of 2016-2018, the Committee approved a specialdetermined the 2016 performance share unit grant to Mr. Chandrashekar, who was serving as Senior Vice President, Operational Excellence and ITawards vested at the time96% of grant, for 7,610 shares at the target level. The number of performanceoperating profit dollar gate for these awards was also reached. These shares that could be earned under this grant was based onvested and were settled in common stock in February 2019, after the performance goal of reducingCommittee determined the Company's selling and administrative expenses as a percent of gross profit. The measurement period for achievement of this performance goal was the 2015 calendar year. Goals were set at the target and outstanding levels. If performance fell below the target level, Mr. Chandrashekar would not receive any of the performance units granted. Atgoals. The number of shares earned for each of the target performance level, Mr. Chandrashekar would earn 100%NEOs is as follows:
NEO | Performance Share Units Granted(#) | Performance Share Units Earned(#) | ||||||
Jonas Prising
|
|
59,945
|
|
|
57,547
|
| ||
John T. McGinnis
|
|
15,986
|
|
|
15,347
|
| ||
Ram Chandrashekar
|
|
11,190
|
|
|
10,742
|
| ||
Mara E. Swan
|
|
9,592
|
|
|
9,208
|
| ||
Richard Buchband
|
|
5,595
|
|
|
5,371
|
| ||
Darryl Green(1)
|
|
27,974
|
|
|
26,855
|
| ||
| (1) | Under the terms of Mr. Green’s performance share unit agreement, upon Mr. Green’s retirement, if the Committee approved a succession plan for his position, Mr. Green would be entitled to the full number of shares earned. The Committee approved such a plan and Mr. Green received the full number of shares earned. See page 68 for more information. |
The Committee determined to modify the terms of the performance share units granted to the NEOs in 2019. In addition to the three-year operating profit margin goal and atoperating profit “gate,” the outstandingCommittee will add a modifier to the final performance level, Mr. Chandrashekar would earn 150%share unit payout that can increase or decrease the final payout by up to 30%. This modifier will be based on an evaluation ofpre-established strategic growth objectives over the performance period. At the end of the3-year performance period, the Committee will first determine the initial payout of the performance share units granted. Anybased on the average operating margin percent for the3-year performance shares earnedperiod and the gate. The Committee will vest on July 1, 2016.
The Committee uses stock options to align the interests of the NEOs with long-term shareholder value. Consistent with past years, these will vest ratably over a four-year period. Restricted As stated earlier, the Committee chose to include restricted stock units because they align the interests of the NEOs with long-term shareholder value and add balance to the compensation program as they provide both upside potential and downside risk. In addition, restricted stock units provide a retention incentive to the NEOs as they are only payable in stock if the NEO remains with the Company through the vesting date. The restricted stock units have a three-year cliff vest.Stock optionsOptions. stock unitsStock Units.
Career Shares The Committee selectively grants restricted stock units in order to provide a retention incentive. These career shares vest completely on a single date several years into the future. The Committee considers each year whether to make any such Retirement and Deferred Compensation Plans ManpowerGroup maintainstax-qualified 401(k) plans for its U.S. employees. For compliance reasons, once an executive is deemed to be “highly compensated” within the meaning of Section 414(q) of the Internal RevenueCareer Shares, Retirement and Deferred Compensation Plansgrants, to whom to make such grants and the size of any such grants. None of the NEOs were grantedreceived a career sharesshare grant in 2015.2018.47 |ManpowerGroup
Compensation Discussion and Analysis |
Code, the executive is no longer eligible to participate in ManpowerGroup’s 401(k) plans except for "catch-up"“catch-up” contributions for employees over 50. ManpowerGroup maintains a separatenon-qualified savings plan for “highly compensated” employees, including eligible executives. Thenon-qualified plan provides similar benefits to thetax-qualified 401(k) plans, including a companyCompany match and profit sharing.enhanced matching contribution. However, the nonqualified savings plan is a poor substitute because of the inflexibility as to the timing of the payouts and taxability of the retirement benefits relative to a qualified plan. Furthermore, the plan benefits are unsecured and subject to risk of forfeiture in bankruptcy. The Committee maintains this program in an effort to provide NEOs with reasonably competitive benefits to those in the competitive market.
As required under applicable law, we contribute to the Central Provident Fund of Singapore on behalf of Mr. Chandrashekar. The Central Provident Fund is a nondiscriminatory, tax qualified savings plan operated and managed by the government of Singapore, to which the employers of Singapore-based employees are required to contribute. All employees of our Singapore branch participate in the Central Provident Fund.
The NEOs ManpowerGroup reimburses NEOs for financial planning assistance. This benefit is provided to ensure that executives prepare adequately for retirement, file their taxes and conduct all stock transactions appropriately. In addition, ManpowerGroup also maintains a broad-based auto program that covers approximately Except in connection with expatriate assignments, as discussed below, ManpowerGroup does not pay tax gross ups on taxable benefits for its NEOs. Consulting Agreement with Mr. Green As previously stated, Mr. Green retired from his position as COO on August 31, 2018 and from the Company on October 1, 2018. Effective October 1, 2018, the Company entered into an agreement with Mr. Green to We Provide Limited Expatriate Benefits In connection with Mr. Chandrashekar’s role as Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East, Mr. Chandrashekar receives tax equalization payments related to any compensation earned for the time required to be spent in the United States as part of Other Benefitsparticipate in theare provided health and dental coverage, company-paid term life insurance, disability insurance, paid time off, and paid holiday programs applicable to other employees in their locality. These rewards are designed to be competitive with overall market practices, while keeping them at a reasonable level. The benefits are in place to attract and retain the talent needed in the business.ManpowerGroup provides membershipsfor several of our NEOs, the company pays dues at a club in clubsMilwaukee that is used for business entertaining to a limited number of executives. Each executive who is provided such a membership pays the expenses for anyentertainment. Any personal use of these clubs;the club would be covered by the executive; however none of the NEOs used these clubsthis club for personal use in 2015. 2018. ManpowerGroup also reimburses the NEOs for annual physicals.400300 management employees in the U.S., including the U.S.-based NEOs.U.S. based NEOs, except Mr. Prising who no longer participates in the program. Pursuant to this program, ManpowerGroup pays 75% of the cost of a leased car for NEOs based in the U.S. who participate in the program. Consistent with local practice in Singapore, where Mr. Chandrashekar is based, ManpowerGroup provided him with a car in 2015.552018.its NEOs onprovide various consulting services to the Company, including services related to our joint venture in China. This agreement can be terminated at any time.the above benefits.his role. He also receives certain other benefits, including a car and return visit expenses and payment of his tax preparation expenses.
ManpowerGroup has entered into severance agreements (which include change of control benefits) with each of the NEOs. These severance agreements are more fully described on pages66-68Severance Agreements76-78.The Committee believes that severance and change of control policies are necessary to attract and retain senior talent in a competitive market. The Committee also believes that these agreements benefit ManpowerGroup because they clarify the NEOs’ terms of employment and protect ManpowerGroup’s business during an acquisition. Furthermore, the Committee2019 Proxy Statement| 48
Compensation Discussion and Analysis |
believes that change of control benefits, if structured appropriately, allow the NEOs to focus on their duties and responsibilities during an acquisition.
The agreements do not provide for any tax gross up payments and has adoptedrequire a double triggers in our severance agreementstrigger in order for our NEOs to receive benefits following a change in control.
AdditionalGovernance Features of our Executive Compensation PoliciesPrograms
The Committee believes that NEOs should hold a meaningful stake in ManpowerGroup to align their economic interests with those of other shareholders. To that end, the Committee adopted stock ownership guidelines that currently require each executive to own a target number of shares based on a salary multiple, dependent on the We Have Stock Ownership Guidelines for Executive OfficersNEO'sNEO’s position. Under the guidelines, the Committee takes into account actual shares owned by the executive, unvested restricted stock or restricted stock units, and unvested performance share units calculated at the threshold level. The Committee does not consider any stock options or performance share units above the threshold level held by the NEOs. Additionally, to enforce our stock ownership policies, we limit the ability of an executive officer to sell equity until he or she is in compliance with the guidelines. An executive who has not yet met, or who falls below, the stock ownership guidelines, is required to hold 50% of the shares received from the exercise of stock options or the vesting of restricted stock units or performance share units until the ownership guidelines have been satisfied. As indicated inThe following table shows the following table,status as of December 31, 2015,2018 of each of the NEOs had met these guidelines.NEO Target asa multipleof salary Targetvalue($) Targetnumber ofshares(#) Number ofshares held asof December 31,2015(#) Status as ofDecember 31, 2015(1)Jonas Prising 6 6,600,000 94,011 188,168 Guideline Met Michael J. Van Handel 4 2,640,000 37,604 100,743 Guideline Met Darryl Green 4 3,200,000 45,584 67,074 Guideline Met Ram Chandrashekar 3 1,710,000 24,359 29,511 Guideline Met Mara E. Swan 3 1,680,000 23,931 60,711 Guideline Met Jeffrey A. Joerres 5 5,000,000 71,221 (2 ) (2) _______(1) Under the policy, NEOs have five years from January 1, 2014 to attain the targeted ownership levels.(2) Mr. Joerres remained in compliance with the stock ownership guidelines through his retirement date of December 30, 2015.56
guidelines:
NEO
| Target as
| Target
| Target
| Number of
| Status as of December 31, 2018(1)
| |||||||||||||||
Jonas Prising | 6 | 6,600,000 | 94,011 | 300,042 | Guideline Met | |||||||||||||||
John T. McGinnis(2) | 4 | 2,400,000 | 32,994 | 49,724 | Guideline Met | |||||||||||||||
Ram Chandrashekar | 3 | 1,710,000 | 24,359 | 34,397 | Guideline Met | |||||||||||||||
Mara E. Swan | 3 | 1,680,000 | 23,931 | 34,307 | Guideline Met | |||||||||||||||
Richard Buchband | 2 | 910,000 | 12,962 | 20,716 | Guideline Met | |||||||||||||||
Darryl Green
|
| 4
|
|
| 3,200,000
|
|
| 45,584
|
|
| (3
| )
|
| (3
| )
| |||||
| (1) | The target values were set as of May 1, 2014 for all NEOs except Mr. McGinnis. Under the policy, executive officers have five years from January 1, 2014 to attain the targeted ownership levels or five years from date of hire for executive officers that were hired after January 1, 2014. |
| (2) | The target values for Mr. McGinnis are based on his base salary and stock price on his date of hire. |
| (3) | Mr. Green remained in compliance with his stock ownership guidelines through his retirement from his position as COO on August 31, 2018. |
The Committee maintains a compensation recoupment We Have Adopted a Clawback Policy("clawback"(“clawback”) policy that is applicable to the members of the Company’s senior management. Under the policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, the Committee may require the employee to forfeit any outstanding awards, including cash incentives or equity awards that were received as a result of the misconduct.
Under ManpowerGroup’s Insider Trading Policy, designated individuals, including the NEOs, are prohibited from engaging in We Prohibit Hedging, Pledging and Short-Sale TransactionsManpowerGroup has adopted a policy prohibitingshort-selling ofshort sales or hedging transactions involving ManpowerGroup securities, and buying and sellingincluding forward sale or purchase contracts, equity swaps or exchange funds. Designated individuals are also prohibited from engaging in puts, and calls onor other options or derivative instruments involving ManpowerGroup securities without advance approval. We alsosecurities. Further, we do not permit theseallow designated individuals to pledge ManpowerGroup securities. To date, no designated individual has requested approval to engagesecurities at any time, which includes having ManpowerGroup stock in such transactions.a margin account or using ManpowerGroup stocks as collateral for a loan.49 |ManpowerGroup
Compensation Discussion and Analysis |
We also calculate realizable pay for Mr. Prising. This is a measure of the value of compensation granted or awarded during the reporting year. It shows the impact of Company performance and stock price on potential pay values for Mr. Prising, and provides an alternative means to the Summary Compensation Table on page In particular, our calculation of realizable pay does not value equity awards using the accounting grant date fair value metric, as required in the Summary Compensation Table under Topic 718. Instead, for realizable pay we measure equity awards at theirperiod-end value, in this case using theyear-end stock price on December 31, For realizable pay our method of calculating equity award values is as follows: Stock Options. We use the “intrinsic value” of the stock options granted to Mr. Prising in February 2018, meaning the spread between the grant price and the price of the underlying stock at year end. Restricted Stock Units. We use theyear-end value of the restricted stock units awarded to Mr. Prising in February 2018 and value these shares using theyear-end stock price on December 31, 2018. Performance Share Units. We calculate performance share units using the target performance shares granted in 2018 and value these shares using theyear-end stock price on December 31, 2018. Our realizable pay calculation reflects the significant equity component of Mr. Prising’s total compensation and illustrates how the value of Mr. Prising’s The table below shows realizable pay for Mr. Prising in We Provide Limited Expatriate BenefitsPart of ManpowerGroup’s executive development strategy includes providing its executives the opportunity to acquire management experience outside of their home country. To facilitate this strategy and to induce the executives to make such a change, ManpowerGroup provides expatriate benefits to its executives who are assigned outside of their home country, which eliminate any tax disadvantages caused by relocation and compensate them for the disruption it causes to them and to their families.In connection with Mr. Chandrashekar’s role as Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East, Mr. Chandrashekar receives tax equalization payments related to any compensation earned for the time required to be spent in the United States as part of his role. He also receives certain other benefits, including a car and return visit expenses.Realizable Pay in 201520186154 to evaluate the alignment between pay and performance.2015,2018 of $84.29. $64.80.Stock Options. We use the “intrinsic value” of the stock options granted to Mr. Prising in February 2015, meaning the spread between the grant price and the price of the underlying stock at year end.Restricted Stock Units. We use the year-end value of the restricted stock units awarded to Mr. Prising in February 2015.Performance Share Units. We calculate performance share units using the target performance shares granted in 2015 and value these shares using the year-end stock price on December 31, 2015.• • • 20152018 compensation is sensitive to movements in our stock price. The Company enjoyed strong operating performance in 2015 andCompany’s stock price appreciation with a year-end price of $84.29declined significantly during 2018: from $126.11 on January 1, 2018 to $64.80 as of December 31, 2015. However,2018. In addition, the December 31, 2018 stock price was lower than the fair market value used to value the equity grants of $122.87 as of February 15, 2018 (the closing stock price on the date of grant). The combination of the stock price decline during the year, and the Company’s below-target operating performance resulted in Mr. Prising’s calculated realizable pay calculatedbeing $6.2 million for 2015 was slightly less2018. This is substantially lower than his$11.4 million of total compensation shown in the Summary Compensation Table using SEC reporting57methodology because the intrinsic value of methodology. It also reflects a 56%decrease from his stock options at the end of the year was less than the fair value of the option at the date of grant as reported in the Summary Compensation Table. As we have noted previously, stock market fluctuations can occur without regard to, or in disproportion to, the fundamentals of our business, as was the case in 2014. Mr. Prising's realizable pay was substantially less than his reported compensation for 2014, despite2017, when strong operating performance due to the decline in the Company'sand considerable stock price appreciation resulted in 2014.realizable pay that was greater than reported compensation.54.20152018 as compared to his compensation as reported in the Summary Compensation Table on page 61.
2018 Compensation as 2018 Total Realizable Compensation Base Salary Annual Incentive Total Cash Stock Options Restricted Stock Units Performance share units Total Because the stock price of $64.80 as of December 31, 2018 was less than the stock price on February 15, 2018 (the date of grant) of $122.87, there is no intrinsic value of the stock options.Supplemental Table of CEO Realizable Compensation
Reported in the
Summary
Compensation Table $ 1,250,000 $ 1,250,000 1,137,277 1,137,277 2,387,277 2,387,277 1,800,015 0 (1) 1,800,046 949,320 5,400,014 2,847,895 11,387,352 6,184,492 (1) 2019 Proxy Statement| 50
2015 Compensation As Reported in the Summary Compensation Table | 2015 Total Realizable Compensation | |||||||
| Base Salary | $1,100,000 | $1,100,000 | ||||||
| Annual Incentive | 2,300,000 | 2,300,000 | ||||||
| Total Cash | 3,400,000 | 3,400,000 | ||||||
| Stock Options | 1,128,009 | 381,211 | ||||||
| Restricted Stock Units | 1,128,072 | 1,235,354 | ||||||
| Performance share units | 3,384,063 | 3,705,894 | ||||||
| Total | $9,040,144 | $8,722,459 | ||||||
Compensation Discussion and Analysis |
Tax For tax years occurring prior to 2018, Section 162(m) of the Internal Revenue Code generally Pursuant to tax reform legislation signed into law on December 22, 2017 (“Tax Reform”), the exception to the $1,000,000 annual limitation for qualifying performance-based compensation was repealed for tax years starting in 2018, subject to limited transition relief for certain grandfathered arrangements that were in effect on November 2, 2017. In addition, Accordingly, starting in 2018, ManpowerGroup is only able to deduct up to $1,000,000 per year of the compensation payable to any of our NEOs who is a “covered employee” as determined under Tax Reform, except to the Tax Implications for The Committee generally seeks to structure compensation amounts and arrangements so that they do not result in penalties for the NEOs under the Internal Revenue Code. For example, Section 409A imposes substantial penalties and results in the loss of any tax deferral for nonqualified deferred compensation that does not meet the requirements of that section. The Committee has structured the elements of ManpowerGroup’s compensation program so that they are either not characterized as nonqualified deferred compensation under Section 409A or meet the distribution, timing and other requirements of Section 409A. Without these steps, certain elements of compensation could result in substantial tax liability for the NEOs. Section 280G and related provisions impose substantial excise taxes onso-called “excess parachute payments” payable to certain executives upon a change of control and results in the loss of the compensation deduction for such payments byOther Material Tax Implications of the Executive Compensation ProgramimplicationsImplications for ManpowerGroupdisallowsdisallowed a tax deduction to public corporations for compensation over $1,000,000 forpaid in any fiscaltax year paid to any “covered employee.” Prior to 2018, covered employees included the corporation’s CEO and each of its three most highly compensated NEOs (other than the CEO and CFO) in service as of the end of any fiscalsuch tax year. However, Section 162(m) also providesprovided that qualifying performance-based compensation willwould not be subject to the deduction limit if certain requirements arewere met. Where necessaryAccordingly, for covered executives,tax years prior to 2018, the Committee generally seekssought to structure compensation amounts and plans thatto meet the requirements for deductibility under this provision. Specifically, the Committee has taken steps to qualify the stock option awards, performance share unit awards and certain awards under the Corporate Senior Management Annual Incentive Pool Plan as performance-based compensation for this purpose.that provision where it thought such structures were appropriate. However, the Committee mayhad the ability to implement compensation arrangements that dodid not satisfy these requirements for deductibility if it determinesdetermined that such arrangements arewere appropriate under the circumstances.becauseTax Reform amended the definition of uncertaintiescovered employees so that the compensation of our CEO, CFO, and our three most highly compensated NEOs (other than the CEO and CFO and regardless of whether they serve at the end of the tax year) for any tax year would be subject to Section 162(m)’s deduction limitation. Further, for each NEO whose compensation was or is subject to this limitation in 2017 or any later tax year, that officer’s compensation will remain subject to this annual deductibility limitation for any future tax year in which he or she receives compensation from ManpowerGroup, regardless of whether he or she remains a NEO.application and interpretation of Section 162(m) and the regulations issued thereunder, the Committee cannot assureextent that compensation intended by the Committeetransition relief would apply to satisfy the requirementsa payment.deductibility under Section 162(m) will in fact be deductible.Tax implications for NEOs58the executive’s employer. The severance agreements with the NEOs limit the amount of the severance payment in the event that the severance payment will be subject to excise taxes imposed under Section 280G, but only where theafter-tax amount received by the NEO would be greater than theafter-tax amount without regard to such limitation.51 |ManpowerGroup
Report of the Executive Compensation and Human Resources Committee of the Board of Directors |
Report of the Executive Compensation and Human Resources Committee of the Board of Directors
The executive compensation and human resources committee of the board of directors of ManpowerGroup has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Executive Compensationexecutive compensation and Human Resources Committeehuman resources committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
The Executive Compensation and Human Resources Committee
William Downe,
Cari M. Dominguez
Julie M. Howard
Elizabeth P. Sartain
John R. Walter
No member of the executive compensation and human resources committee has ever been an officer or employee of ManpowerGroup or any of our subsidiaries or had any relationships requiring disclosure under Item 404 of RegulationS-K. None of our executive officers has served on the compensation committee or board of directors of any company of which any of our other directors is an executive officer.EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONNo member of the Executive Compensation and Human Resources Committee Interlocks and Insider Participation2019 Proxy Statement| 52
Compensation Policies and Practices as They Relate to Risk Management |
Members of the Company’s senior management team have considered and discussed the Company’s compensation policies and practices and specifically whether these policies and practices create risks that are reasonably likely to have a material adverse effect on ManpowerGroup. Management has also discussed this issue with the As ManpowerGroup COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENTCompensation Policies and Practices as They Relate to Risk ManagementExecutive Compensationexecutive compensation and Human Resources Committeehuman resources committee and has determined there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on ManpowerGroup.is locatedoperates in various countries around the world, we have several incentive plans. Our plans use various financial performance growth metrics, generally relating to profitability. As a result, there is no common incentive driving behavior. We also have controls in place that mitigate any impact these plans might have on us as follows:
In general, each of our incentive plans has a threshold, target and outstanding payout level, which is not material to the Company, that is earned based on the results of the financial metrics.
The annual incentive and PSUperformance share unit awards are capped at a maximum level such that employees cannot receive a bonus that is significant enough to create a significant risk to the Company.
We have multiple financial metrics under the annual incentive which focus on company-wide and segment-wide goals and objectives, and the results of those metrics are reviewed and approved at multiple levels in the Company.
There is an approval process of the various incentive plans in each country, which are approved by the general manager and financial manager in the respective country to ensure the growth metrics are based on that respective country’s performance.
Each of the NEOs is subject to stock ownership guidelines.
We have adopted a clawback policy.
We do not permit executives to engage in short-selling of ManpowerGroup securities or trading in puts and calls on ManpowerGroup securities.
We do not permit our NEOs to pledge shares of our common stock.
Based on the above factors, we do not believe our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on ManpowerGroup.
| 53 |ManpowerGroup |
Compensation Tables |
The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, Compensation TablesSummary Compensation Table2015,2018, December 31, 20142017, and December 31, 2013. Mr. Chandrashekar was not an NEO in 2013, therefore, in accordance with the SEC’s disclosure rules, his compensation for that year is not included in the tables below.2016. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.Name &Principal Position Year Salary($) Bonus($) StockAwards($)(1) OptionAwards($)(2) Non-EquityIncentivePlanCompensation($) Change inPensionValue andNon-QualifiedDeferredCompensationEarnings($)(3) AllOtherCompensation($)(4) Total($)Jonas Prising(5) 2015 1,100,000 — 4,512,135 1,128,009 2,300,000 — 74,742 9,114,886 CEO 2014 950,000 — 4,480,145 1,120,034 2,015,000 — 55,484 8,620,663 2013 650,000 — 2,550,094 450,002 908,375 — 93,534 4,652,005 Michael J. Van Handel 2015 660,000 — 2,080,037 520,013 920,000 (1,709 ) 74,820 4,253,161 CFO 2014 660,000 — 2,080,100 520,021 1,029,600 20,135 62,010 4,371,866 2013 600,000 — 1,750,020 750,009 1,048,800 (11,260 ) 47,594 4,185,163 Darryl Green 2015 800,000 — 2,800,091 700,008 1,105,000 — 47,429 5,452,528 President & COO 2014 750,000 — 2,800,146 700,032 1,104,953 — 124,179 5,479,310 2013 650,000 — 1,050,054 450,002 650,780 — 224,307 3,025,143 Ram Chandrashekar(6) 2015 568,035 — 1,120,068 280,020 460,108 — 101,760 2,529,991 EVP, Operational Excellence & IT and President, Asia Pacific Middle East 2014 568,035 — 1,620,046 280,023 621,089 — 97,532 3,186,725 Mara E. Swan 2015 560,000 — 960,123 240,014 580,000 — 71,432 2,411,569 EVP, Global Strategy& Talent2014 560,000 — 1,460,097 240,024 653,632 — 65,284 2,979,037 2013 525,000 — 770,068 330,010 680,348 — 51,187 2,356,613 Jeffrey A. Joerres(7) 2015 911,923 — 4,435,011 — 1,563,750 (10,985 ) 78,289 6,977,988 Former ExecutiveChairman2014 1,066,667 — 6,400,097 1,600,013 2,236,001 21,302 67,716 11,391,796 2013 1,200,000 — 4,900,077 1,100,002 3,098,400 (10,457 ) 75,149 10,363,171
Name & Principal Position
| Year
| Salary ($)
| Bonus ($)
| Stock Awards ($)(1)
| Option Awards ($)(2)
| Non-Equity Incentive Plan Compensation ($)
| Change in Pension Qualified Compensation ($)
| All Other Compensation ($)(3)
| Total ($)
| |||||||||||||||||||||||||||
Jonas Prising | 2018 | 1,250,000 | — | 7,200,060 | 1,800,015 | 1,137,277 | — | 56,658 | 11,444,010 | |||||||||||||||||||||||||||
CEO | 2017 | 1,250,000 | — | 6,760,111 | 1,690,019 | 2,240,546 | — | 47,197 | 11,987,873 | |||||||||||||||||||||||||||
|
| 2016
|
|
| 1,200,000
|
|
| —
|
|
| 6,000,120
|
|
| 1,500,010
|
|
| 2,238,000
|
|
| —
|
|
| 52,010
|
|
| 10,990,140
|
| ||||||||||
John T. McGinnis(4) | 2018 | 700,000 | — | 1,920,089 | 480,017 | 500,000 | — | 88,227 | 3,688,333 | |||||||||||||||||||||||||||
CFO | 2017 | 650,000 | — | 1,840,115 | 460,005 | 755,040 | — | 43,798 | 3,748,958 | |||||||||||||||||||||||||||
|
| 2016
|
|
| 519,231
|
|
| —
|
|
| 2,600,125
|
|
| 400,016
|
|
| 712,680
|
|
| —
|
|
| 309,047
|
|
| 4,541,099
|
| ||||||||||
Ram Chandrashekar(5) | 2018 | 627,849 | — | 1,520,148 | 380,005 | 578,124 | — | 367,155 | 3,473,281 | |||||||||||||||||||||||||||
EVP, Operational Excellence & IT and President, Asia Pacific Middle East
| | 2017 2016 | | | 627,849 568,035 | | | — — | | | 1,520,019 1,620,086 | | | 380,016 280,007 | | | 653,967 370,188 | | | — — | | | 175,269 294,960 | | | 3,357,120 3,133,276 | | |||||||||
Mara E. Swan | 2018 | 610,000 | — | 1,080,150 | 270,021 | 330,000 | — | 67,788 | 2,357,959 | |||||||||||||||||||||||||||
EVP, Global Strategy | 2017 | 610,000 | — | 1,080,106 | 270,022 | 546,682 | — | 61,507 | 2,568,317 | |||||||||||||||||||||||||||
& Talent
|
| 2016
|
|
| 560,000
|
|
| —
|
|
| 960,145
|
|
| 240,017
|
|
| 522,648
|
|
| —
|
|
| 83,271
|
|
| 2,366,081
|
| |||||||||
Richard Buchband(6) | 2018 | 500,000 | — | 640,153 | 160,006 | 215,000 | — | 66,539 | 1,581,698 | |||||||||||||||||||||||||||
SVP, General Counsel | 2017 | 500,000 | — | 640,095 | 160,003 | 343,500 | — | 47,266 | 1,690,864 | |||||||||||||||||||||||||||
and Secretary
|
| 2016
|
|
| 450,000
|
|
| —
|
|
| 560,022
|
|
| 140,004
|
|
| 337,929
|
|
| —
|
|
| 51,248
|
|
| 1,539,203
|
| |||||||||
Darryl Green(7) | 2018 | 657,115 | — | 3,040,172 | 760,011 | 400,031 | — | 101,958 | 4,959,287 | |||||||||||||||||||||||||||
Former President & COO | 2017 | 850,000 | — | 3,040,039 | 760,007 | 1,004,360 | — | 53,385 | 5,707,791 | |||||||||||||||||||||||||||
|
| 2016
|
|
| 800,000
|
|
| —
|
|
| 2,800,036
|
|
| 700,018
|
|
| 990,240
|
|
| —
|
|
| 55,499
|
|
| 5,345,793
|
| ||||||||||
| (1) | The value of stock awards in this table for all years includes the grant date fair value (calculated at the target level) for performance share units and restricted stock units (including career shares) as computed in accordance with Financial Accounting Standards Board |
The grant date fair value of the 2018 PSU awards at the outstanding level for each executive officer was: | ||
Name
| 2018
| |||
Jonas Prising | $ | 10,800,027 | ||
John T. McGinnis | $ | 2,880,073 | ||
Ram Chandrashekar | $ | 2,280,221 | ||
Mara E. Swan | $ | 1,620,164 | ||
Richard Buchband | $ | 960,106 | ||
Darryl Green
| $
| 4,560,197
|
| |
| (2) | The value of options in this table represents the grant date fair value of the stock options as computed in accordance with FASB ASC Topic 718. |
| (3) |
These amounts are described in further detail in the All Other Compensation in |
| (4) | As previously disclosed, in 2016 as part of his offer package to join the Company, Mr. McGinnis received a grant of 13,321 career shares with a grant date fair value of $1,000,007. |
| (5) |
Mr. Chandrashekar’s annual salary |
| 2019 Proxy Statement| 54 |
Compensation Tables |
| President, Asia Pacific Middle East. The |
| (6) | Under SEC disclosure rules, Mr. Buchband did not become a NEO until this year, which is why his compensation has not been disclosed in the Summary Compensation Table previously. |
| (7) | The amount reported in the Salary column for Mr. |
All Other Compensation in 20152018Name & Principal Position Perquisites& OtherPersonalBenefits($)(1) TaxReimbursements($)(2) Payments/AccrualsonTerminationPlans($) CompanyContributionsto DefinedContributionPlans($)(3) Total OtherCompensation($)Jonas Prising 30,288 — — 44,454 74,742 CEO Michael J. Van Handel 36,297 — — 38,523 74,820 CFO Darryl Green 31,944(4) — — 15,485 47,429 President & COO Ram Chandrashekar 91,574(5) — (6) — 10,186 101,760 EVP, Operational Excellence & IT and President, Asia Pacific Middle East Mara E. Swan 34,909 — — 36,523 71,432 EVP, Global Strategy and Talent Jeffrey A. Joerres 31,012 — — 47,277 78,289 Former Executive Chairman
Name & Principal Position
| Perquisites & Other Personal Benefits ($)(1)
| Tax ($)(2)
| Payments/ ($)
| Company Contributions to Defined Contribution Plans ($)(3)
| Total Other Compensation ($)
| ||||||||||||||||||||
Jonas Prising CEO | 19,158 | — | — | 37,500 | 56,658 | ||||||||||||||||||||
John T. McGinnis CFO | 55,174 | — | — | 33,053 | 88,227 | ||||||||||||||||||||
Ram Chandrashekar EVP, Operational Excellence & IT and President, Asia Pacific Middle East | 97,684 | (4) | 256,749 | (5) | — | 12,722 | 367,155 | ||||||||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 30,288 | — | — | 37,500 | 67,788 | ||||||||||||||||||||
Richard Buchband SVP, General Counsel and Secretary | 29,039 | — | — | 37,500 | 66,544 | ||||||||||||||||||||
Darryl Green Former President & COO
| 101,958 | (6) | — | — | — | 101,958 | |||||||||||||||||||
| (1) | Except as otherwise indicated, these amounts include the value attributable to each executive’s participation in ManpowerGroup’s company car program, auto insurance, the cost of an annual physical, life insurance premiums paid and/or the value of financial services paid for by ManpowerGroup. Any of these items with a value greater than $25,000 are separately disclosed below. |
| (2) | Due to the complex nature of calculating these tax reimbursements, in certain cases the amounts are paid to the executive officers one or more years after the income to which they relate was earned by the executive officer. |
| (3) | Other than for Mr. Chandrashekar, these contributions were made by ManpowerGroup on behalf of the executive officers under the terms of the Nonqualified Savings Plan |
| (4) |
In addition to the amounts described above in footnote (1), this amount reflects $40,305 for tax preparation services, |
| (5) | |
This amount reflects tax payments paid on Mr. Chandrashekar’s behalf for compensation he received in |
| (6) | In addition to the amounts described above in |
| 55 |ManpowerGroup |
Compensation Tables |
Grants of Plan-Based Awards in 20152018 GrantDate Estimated Future PayoutsUnder Non-Equity IncentivePlan Awards(1) Estimated Future PayoutsUnder Equity IncentivePlan Awards(2) AllOtherStockAwards:NumberofSharesof Stockor Units(#)(3) All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions(#)(4) Exerciseor BasePrice ofOptionAwards($/Sh) GrantDateFairValue ofStockandOptionAwards($)(5)Name & Principal Position Threshold($) Target($) Maximum($) Threshold(#) Target(#) Maximum(#) Jonas Prising 2/10/2015 412,500 1,650,000 3,300,000 — — — — — — — CEO 2/10/2015 — — — 21,983 43,966 87,932 — — — 3,384,063 2/10/2015 — — — — — — 14,656 — — 1,128,072 2/10/2015 — — — — — — — 52,078 76.97 1,128,009 Michael J. Van Handel 2/10/2015 165,000 660,000 1,320,000 — — — — — — — CFO 2/10/2015 — — — 10,134 20,268 40,536 — — — 1,560,028 2/10/2015 — — — — — — 6,756 — — 520,009 2/10/2015 — — — — — — — 24,008 76.97 520,013 Darryl Green 2/10/2015 200,000 800,000 1,600,000 — — — — — — — President &COO 2/10/2015 — — — 13,642 27,284 54,568 — — — 2,100,049 2/10/2015 — — — — — — 9,095 — — 700,042 2/10/2015 — — — — — — — 32,318 76.97 700,008 Ram Chandrashekar 2/10/2015 142,008 426,026 852,052 — — — — — — — EVP, Operational Excellence & IT and President Asia Pacific Middle East 2/10/2015 — — — 5,457 10,914 21,828 — — — 840,051 2/10/2015 — — — — — — 3,638 — — 280,017 2/10/2015 — — — — — — — 12,928 76.97 280,020 Mara E. Swan 2/10/2015 140,000 420,000 840,000 — — — — — — — EVP, Global Strategy and Talent 2/10/2015 — — — 4,678 9,355 18,710 — — — 720,054 2/10/2015 — — — — — — 3,119 — — 240,069 2/10/2015 — — — — — — — 11,081 76.97 240,014 Jeffrey A. Joerres 2/10/2015 225,000 1,125,000 2,250,000 — — — — — — — FormerExecutive Chairman 2/10/2015 — — — 20,167 40,334 80,668 — — — 3,104,508 2/10/2015 — — — — — — 17,286 — — 1,330,503
Estimated Future Payouts UnderNon-Equity Incentive | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||||||||||||||||||||||
Name & Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||
Jonas Prising CEO | 2/15/2018 | 468,750 | 1,875,000 | 3,750,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | 21,975 | 43,949 | 87,898 | — | — | — | 5,400,014 | ||||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | — | — | — | 14,650 | — | — | 1,800,046 | ||||||||||||||||||||||||||||||||||
|
| 2/15/2018
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 57,216
|
|
| 122.87
|
|
| 1,800,015
|
| ||||||||||||
John T. McGinnis CFO | 2/15/2018 | 175,000 | 700,000 | 1,400,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | 5,860 | 11,720 | 23,440 | — | — | — | 1,440,036 | ||||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | — | — | — | 3,907 | — | — | 480,053 | ||||||||||||||||||||||||||||||||||
|
| 2/15/2018
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 15,258
|
|
| 122.87
|
|
| 480,017
|
| ||||||||||||
Ram Chandrashekar | 2/15/2018 | 156,962 | 470,877 | 941,774 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
EVP, Operational Excellence & IT and President Asia Pacific Middle East
| 2/15/2018 | — | — | — | 4,640 | 9,279 | 18,558 | — | — | — | 1,140,111 | |||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | — | — | — | 3,093 | — | — | 380,037 | ||||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | — | — | — | — | 12,079 | 122.87 | 380,005 | ||||||||||||||||||||||||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 2/15/2018 | 152,500 | 457,500 | 915,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | 3,297 | 6,593 | 13,186 | — | — | — | 810,082 | ||||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | — | — | — | 2,198 | — | — | 270,068 | ||||||||||||||||||||||||||||||||||
|
| 2/15/2018
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 8,583
|
|
| 122.87
|
|
| 270,021
|
| ||||||||||||
Richard Buchband SVP, General Counsel and Secretary | 2/15/2018 | 125,000 | 300,000 | 600,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | 1,954 | 3,907 | 7,814 | — | — | — | 480,053 | ||||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | — | — | — | 1,303 | — | — | 160,100 | ||||||||||||||||||||||||||||||||||
|
| 2/15/2018
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 5,086
|
|
| 122.87
|
|
| 160,006
|
| ||||||||||||
Darryl Green Former President & COO | 2/15/2018 | 212,500 | 850,000 | 1,700,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | 9,279 | 18,557 | 37,114 | — | — | — | 2,280,099 | ||||||||||||||||||||||||||||||||||
| 2/15/2018 | — | — | — | — | — | — | 6,186 | — | — | 760,074 | ||||||||||||||||||||||||||||||||||
|
| 2/15/2018
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 24,158
|
|
| 122.87
|
|
| 760,011
|
| ||||||||||||
| (1) | These amounts represent the threshold, target, and maximum annual cash incentive awards established under the Annual Incentive Plan. The amounts for Mr. Green represent the threshold, target, and maximum annual cash incentive for the |
| (2) | These amounts represent the number of |
| (3) | Amounts represent the number of restricted stock units granted in |
| (4) | These amounts represent the number of shares underlying stock options that were granted in |
| (5) | The grant date fair value of stock and option awards granted in |
| 2019 Proxy Statement| 56 |
Compensation Tables |
Mr. Prising, Mr. In connection with his assignment in Singapore as Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East, Mr. Chandrashekar also receives certain benefits. These include a car, return visit expenses to India for his family, a visit to the United States for his family, Prior to his retirement in October 2018, Mr. Green had a severance agreement with ManpowerGroup. The severance agreement was similar to the agreement with Messrs. Chandrashekar, Mr. Buchband and Ms. Swan. The severance agreement expired upon Mr. Green’s retirement and no amounts were due to him under the severance agreement as a result of his retirement. Mr. Green is bound by the terms of thenon-competition provisions in the severance agreement for a period ofone-year following his retirement. After Mr. Green’s retirement, effective October 2, 2018, the Company entered into an agreement with Mr. Green to provide various consulting services to the Company, including services related to our joint venture in China.Compensation Agreements and ArrangementsIn February 2014, ManpowerGroup entered into a compensation agreement and severance agreement with Mr. Van Handel that replaced his prior agreements, which expired in February 2014. The term under his compensation and severance agreements will expire on the first to occur of (1) the date two years after the occurrence of a change of control of ManpowerGroup or (2) February 20, 2017, if no such change of control occurs before February 20, 2017. Under the compensation agreement for Mr. Van Handel, he is entitled to receive a base salary of $660,000, as may be increased from time to time by ManpowerGroup and is entitled to receive incentive compensation in accordance with an annual incentive plan approved and administered by the Committee. In addition, Mr. Van Handel is eligible for all benefits generally available to the senior executives of ManpowerGroup, subject to and on a basis consistent with the terms, conditions and overall administration of such benefits.In February 2014, ManpowerGroup entered into a compensation agreement and severance agreement with Mr. Joerres that replaced his prior agreements. Mr. Joerres’s compensation agreement was further amended on May 1, 2014 and again on February 10, 2015 to reflect decreases in his base salary. The term under the agreements for Mr. Joerres was the same expiration as Mr. Van Handel's agreements. Under the compensation agreement for Mr. Joerres, as amended February 10, 2015, he was entitled to receive a base salary of $900,000 and to receive incentive compensation in accordance with an annual incentive plan approved and administered by the Committee. In addition, Mr. Joerres was eligible for all benefits generally available to the senior executives of ManpowerGroup, subject to and on a basis consistent with the terms, conditions and overall administration of such benefits.The severance agreements with Mr. Van Handel and Mr. Joerres are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table. The annual incentive plan for each of them is described in further detail in the Compensation Discussion and Analysis included in this proxy statement.The compensation agreements for Mr. Van Handel and Mr. Joerres also contain nondisclosure provisions that are effective during the term of the executive's employment with ManpowerGroup and during the two-year period following the termination of executive's employment with ManpowerGroup, and nonsolicitation provisions that are effective during the term of the executive's employment with ManpowerGroup and during the one-year period following the termination of the executive's employment with ManpowerGroup.Green,McGinnis, Mr. Chandrashekar, Mr. Buchband, and Ms. Swan currently receive an annual incentive bonus determined pursuant to an incentive arrangement with ManpowerGroup and all have entered into severance agreements with ManpowerGroup. The annual incentive bonus arrangements are described in further detail in the Compensation Discussion and Analysis included in this proxy statement and the severance agreements for each executive officer are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table.and tax equalization payments related to any compensation earned by him for the time required to be spent in the United States as part of his role.role and payment of tax preparation expenses.57 |ManpowerGroup
Compensation Tables |
The following tables illustrate the achievement of the performance targets in relation to the payment of the For When it adopted financial targets for the 2018 performance year, the Committee The ROIC calculation in 2018 excluded the impact of currency, which resulted in ROIC of 15.3%. Similar to EPS, the Committee adjusted ROIC upward by 0.7% to exclude restructuring costs, net of the savings related to these charges. The Committee also determined to exclude goodwill impairment charges from the ROIC calculations for 2018 but the charge incurred in 2018 did not have a significant impact to ROIC. These adjustments resulted in the Committee utilizing an ROIC figure of 16.0% in calculating annual incentive compensation for 2018. This compared to ROIC goals of 15.6% at threshold, 17.0% at target and 18.6% at outstanding. Jonas Prising — Performance Level Percentage of 2018 Salary Amount Earned EPS Goal ROIC Goal Operating Objectives Total Incentive John T. McGinnis — 20152018 Annual Incentive AwardsAward Calculations20152018 Annual Incentive Awards. The awards are reflected in the Summary Compensation Table on page 6154 under the heading “Non-Equity“Non-Equity Incentive Plan Compensation.”2015,2018, ManpowerGroup’s EPS, in constant currencyas reported, was $6.21 (compared to $5.30 at threshold, $5.85 at target and $6.85 at outstanding)$8.56 and ROIC in constant currency was 15.7% (compared to 13.5% at threshold, 15.0% at target and 17.0% at outstanding)15.4%.For 2015,exercised negative discretion, and utilized a lower EPS figure of $6.08, rather than $6.21, in calculating annual incentive compensation. This adjustmentdetermined that certain items should be excluded from our performance metrics to ensure our NEOs are compensated only for the underlying performance of our business. For 2018, the Committee’s calculation of EPS calculationfor Mr. Prising and the benefitother NEOs excluded the changes in foreign currency exchange rates, which resulted in an EPS of significant$8.52, as well as the impact of share repurchasesrepurchase activity during the company completed in 2015, exceptyear (except to the extent necessary to offset dilution resulting from shares issued under equity plans.plans), which further adjusted EPS downward to $8.33. The Committee additionally adjusted EPS upward by $0.42 to exclude restructuring costs, net of the savings related to these costs. The Committee also determined to exclude any goodwill impairment charges taken in 2018, which also increased EPS by $0.02. These adjustments resulted in the Committee utilizing an EPS figure of $8.77 in calculating annual incentive compensation for 2018. This compared to EPS goals of $8.48 at threshold, $9.20 at target and $9.91 at outstanding.20152018 Annual Incentive Calculation PerformanceLevel Percentageof 2015Salary AmountEarnedEPS Goal Above Target 73.8 % $ 811,800 ROIC Goal Above Target 81.0 % $ 891,000 Operating Objectives Above Target 54.3 % $ 597,200 Total Incentive 209.1 % $ 2,300,000 Michael J. Van Handel Above Threshold 33.1 % $ 414,063 Above Threshold 27.9 % $ 348,214 At Target 30.0 % $ 375,000 91.0 % $ 1,137,277 20152018 Annual Incentive Calculation PerformanceLevel Percentageof 2015Salary AmountEarnedEPS Goal Above Target 49.2 % $ 324,720 ROIC Goal Above Target 54.0 % $ 356,400 Operating Objectives Above Target 36.2 % $ 238,880 Total Incentive 139.4 % $ 920,000 Darryl Green — 2015 Annual Incentive Calculation PerformanceLevel Percentageof 2015Salary AmountEarnedEPS Goal Above Target 49.2 % $ 393,600 ROIC Goal Above Target 54.0 % $ 432,000 Operating Objectives Above Target 34.9 % $ 279,400 Total Incentive 138.1 % $ 1,105,000 66Ram Chandrashekar — 2015 Annual Incentive Calculation(1) PerformanceLevel Percentageof 2015Salary AmountEarnedAOUP of APME Goal Above Threshold 13.7 % $ 77,537 EPS Goal Above Target 18.4 % $ 104,802 ROIC Goal Above Target 20.3 % $ 115,027 Operating Objectives Above Target 28.4 % $ 162,742 Total Incentive 80.8 % $ 460,108
Performance Level
| Percentage of 2018 Salary
| Amount Earned
| ||||||||||
EPS Goal | Above Threshold | 22.1 | % | $ | 154,560 | |||||||
ROIC Goal | Above Threshold | 18.5 | % | $ | 130,000 | |||||||
Operating Objectives | Above Target | 30.8 | % | $ | 215,440 | |||||||
Total Incentive
|
| 71.4
| %
| $
| 500,000
|
| ||||||
| 2019 Proxy Statement| 58 |
Compensation Tables |
Ram Chandrashekar — 2018 Annual Incentive Calculation(1)
Performance Level
| Percentage of 2018 Salary
| Amount Earned
| ||||||||||
AOUP of APME Goal | At Outstanding | 60.0 | % | $ | 376,710 | |||||||
EPS Goal | Above Threshold | 9.0 | % | $ | 56,695 | |||||||
ROIC Goal | Above Threshold | 7.9 | % | $ | 49,349 | |||||||
Operating Objectives | Above Target | 15.2 | % | $ | 95,370 | |||||||
Total Incentive
|
| 92.1
| %
| $
| 578,124
|
| ||||||
| (1) | Mr. Chandrashekar’s incentive is paid in SGD and has been translated above at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr. Chandrashekar was promoted to Executive Vice President, Operational Excellence & IT and President, Asia Pacific Middle East. |
Mara E. Swan — 20152018 Annual Incentive Calculation
Performance Level | Percentage of 2015 Salary | Amount Earned | |||||||
| EPS Goal | Above Target | 36.9 | % | $ | 206,640 | ||||
| ROIC Goal | Above Target | 40.5 | % | $ | 226,800 | ||||
| Operating Objectives | Above Target | 26.2 | % | $ | 146,560 | ||||
| Total Incentive | 103.6 | % | $ | 580,000 | |||||
Performance Level
| Percentage of 2018 Salary
| Amount Earned
| ||||||||||
EPS Goal | Above Threshold | 18.1 | % | $ | 110,166 | |||||||
ROIC Goal | Above Threshold | 15.7 | % | $ | 95,831 | |||||||
Operating Objectives | Above Target | 20.3 | % | $ | 124,003 | |||||||
Total Incentive
|
| 54.1
| %
| $
| 330,000
|
| ||||||
Richard Buchband — 20152018 Annual Incentive Calculation
Performance Level
| Percentage of 2018 Salary
| Amount Earned
| ||||||||||
EPS Goal | Above Threshold | 15.6 | % | $ | 78,200 | |||||||
ROIC Goal | Above Threshold | 14.0 | % | $ | 70,000 | |||||||
Operating Objectives | Above Target | 13.4 | % | $ | 66,800 | |||||||
Total Incentive
|
| 43.0
| %
| $
| 215,000
|
| ||||||
Darryl Green — 2018 Annual Incentive Calculation(1)
Performance Level
| Percentage of 2018 Salary
| Amount Earned
| ||||||||||
EPS Goal | Above Threshold | 21.4 | % | $ | 140,760 | |||||||
ROIC Goal | Above Threshold | 18.1 | % | $ | 118,384 | |||||||
Operating Objectives | Above Target | 21.4 | % | $ | 140,887 | |||||||
Total Incentive
|
| 60.9
| %
| $
| 400,031
|
| ||||||
| (1) | The Amount Earned for Mr. Green represents a prorated amount through his retirement date of October 1, 2019. |
| 59 |ManpowerGroup |
Compensation Tables |
As Mr. Joerres retired on December 30, 2015, under the terms of the Pool Plan, he would not have been eligible to receive any annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015, based on actual performance results for the objectives first approved for him in February 2015 as follows:
Performance Level | Percentage of 2015 Salary | Amount Earned | |||||||
| EPS Goal | Above Target | 61.5 | % | $ | 553,500 | ||||
| ROIC Goal | Above Target | 67.5 | % | $ | 607,500 | ||||
| Operating Objectives | Above Target | 44.8 | % | $ | 402,750 | ||||
| Total Incentive | 173.8 | % | $ | 1,563,750 | |||||
Stock options. ManpowerGroup made grants of stock options to all of the executive officers under the 2011 Equity Incentive Plan in February 2015, except Mr. Joerres who did not receive stock options in 2015.2018. The stock options granted in 20152018 vest 25% per year over a four-year period and if they are not exercised, they expire in ten years (or earlier following a termination of employment). Additional vesting terms applicable to these options are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table.
PSUs. ManpowerGroup made grants of performance share unitsPSUs to all of the executive officers under the 2011 Equity Incentive Plan in February of 2015.2018. Each executive officer received a performance share unit grant that will vest if the relevant performance goal of average Operating Profit Margin Percentage is met for the three-year performance period. See page
No dividends are paid on the performance share unitsPSUs unless and until actual shares are issued to the executive officer upon the vesting of the performance share unitsPSUs and in such case, dividends would be paid only for record dates occurring after the issuance date. Additional vesting terms applicable to these grants are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table.
Restricted stock units.
The restricted stock units granted to the executive officers under the 2011 Equity Incentive Plan in FebruaryCareer shares
| 2019 Proxy Statement| 60 |
Compensation Tables |
Outstanding Equity Awards at December 31, 20152018Name & PrincipalPosition Option Awards Stock Awards Number ofSecuritiesUnderlyingUnexercisedOptions(#)ExercisableNumber ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (#) OptionExercisePrice ($) OptionExpiration DateNumberofSharesor Unitsof StockthatHaveNotVested (#)(1)MarketValueof Sharesor UnitsofStockthatHaveNotVested ($)(2)EquityIncentivePlanAwards:NumberofUnearnedShares,Units, orOtherRightsthat HaveNotVested (#)(3)Equity Incentive Plan Awards:Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(2)Jonas Prising 30,000 — — $56.64 2/20/2018 — — — — CEO 22,000 — — $53.01 2/18/2020 — — — — 9,934 — — $67.12 2/16/2021 — — — — 12,609 4,203 (4) — $44.81 2/15/2022 — — — — 12,441 12,442 (5) — $52.55 2/13/2023 — — — — 3,920 11,761 (6) — $76.13 2/11/2024 — — — — 6,627 19,883 (7) — $82.24 5/1/2024 — — — — — 52,078 (8) — $76.97 2/10/2025 — — — — — — — — — 16,191 (10) $1,364,739 — — — — — — — 5,972 (9) $503,380 — — — — — — — 29,859 (16) $2,516,815 — — — — — — — 5,423 (11) $457,105 — — — — — — — 9,035 (13) $761,560 — — — — — — — 14,930 (15) $1,258,450 — — — — — — — — — 31,526 (17) $2,657,327 — — — — — — — 52,530 (17) $4,427,754 — — — — — — — 87,932 (19) $7,411,788 Michael J. Van Handel 51,000 — — $53.01 2/18/2020 — — — — CFO 24,835 — — $67.12 2/16/2021 — — — — — 9,553 (4) — $44.81 2/15/2022 — — — — — 20,736 (5) — $52.55 2/13/2023 — — — — 5,096 15,289 (6) — $76.13 2/11/2024 — — — — — 24,008 (8) — $76.97 2/10/2025 — — — — — — — — — 9,953 (9) $838,938 — — — — — — — 7,050 (11) $594,245 — — — — — — — 6,883 (15) $580,168 — — — — — — — — — 40,984 (17) $3,454,541 — — — — — — — 40,536 (19) $3,416,779 Darryl Green 20,000 — — $93.24 5/28/2017 — — — — President & COO 18,875 — — $67.12 2/16/2021 — — — — — 4,203 (4) — $44.81 2/15/2022 — — — — 12,441 12,442 (5) — $52.55 2/13/2023 — — — — 3,920 11,761 (6) — $76.13 2/11/2024 — — — — 2,761 8,285 (7) — $82.24 5/1/2024 — — — — — 32,318 (8) — $76.97 2/10/2025 — — — — — — — — — 5,972 (9) $503,380 — — — — — — — 5,423 (11) $457,105 — — — — — — — 3,764 (13) $317,268 — — — — — — — 9,265 (15) $780,947 — — — — — — — — — 31,526 (17) $2,657,327 — — — — — — — 21,888 (17) $1,844,940 — — — — — — — 54,568 (19) $4,599,537 69Name & PrincipalPosition Option Awards Stock Awards Number ofSecuritiesUnderlyingUnexercisedOptions(#)ExercisableNumber ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (#) OptionExercisePrice ($) OptionExpiration DateNumberofSharesor Unitsof StockthatHaveNotVested (#)(1)MarketValueof Sharesor UnitsofStockthatHaveNotVested ($)(2)EquityIncentivePlanAwards:NumberofUnearnedShares,Units, orOtherRightsthat HaveNotVested (#)(3)Equity Incentive Plan Awards:Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(2)Ram Chandrashekar 3,045 — — $67.12 2/16/2021 — — — — EVP, Operational Excellence & IT and President, Asia Pacific Middle East — 1,048 (4) — $44.81 2/15/2022 — — — — — 3,318 (5) — $52.55 2/13/2023 — — — — 2,744 8,233 (6) — $76.13 2/11/2024 — — — — — 12,928 (8) — $76.97 2/10/2025 — — — — — — — — — 1,593 (9) $134,274 — — — — — — — 3,796 (11) $319,965 — — — — — — — 6,778 (14) $571,318 — — — — — — — 3,706 (15) $312,379 — — — — — — — 9,436 (18) $795,360 — — — — — — — — — 22,068 (17) $1,860,112 — — — — — — — 21,828 (19) $1,839,882 Mara E. Swan 20,000 — — $53.01 2/18/2020 — — — — EVP, Global Strategy and Talent 7,451 — — $67.12 2/16/2021 — — — — 10,316 3,439 (4) — $44.81 2/15/2022 — — — — 9,124 9,124 (5) — $52.55 2/13/2023 — — — — 2,352 7,057 (6) — $76.13 2/11/2024 — — — — — 11,081 (8) — $76.97 2/10/2025 — — — — — — — — — 16,191 (10) $1,364,739 — — — — — — — 4,380 (9) $369,190 — — — — — — — 3,254 (11) $274,280 — — — — — — — 6,778 (14) $571,318 — — — — — — — 3,177 (15) $267,789 — — — — — — — — — 18,916 (17) $1,594,430 — — — — — — — 18,710 (19) $1,577,066 Jeffrey A. Joerres 115,000 — — $76.30 12/30/2018 — — — — Former Executive Chairman 69,537 — — $67.12 12/30/2018 — — — — 26,745 (20) — — $44.81 12/30/2018 — — — — 30,413 (20) — — $52.55 12/30/2018 — — — — 62,721 (20) — — $76.13 12/30/2018 — — — — — — — — — — — 126,102 (17) $10,629,137 — — — — — — — 800,668 (19) $6,799,506
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name & Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, Rights that Have Not Vested (#)(3) | Equity Market or that Have Not Vested ($)(2) | |||||||||||||||||||||||||||
Jonas Prising CEO | 9,934 | — | — | $ | 67.12 | 2/16/2021 | — | — | — | — | ||||||||||||||||||||||||||
| 16,812 | — | — | $ | 44.81 | 2/15/2022 | — | — | — | — | |||||||||||||||||||||||||||
| 24,883 | — | — | $ | 52.55 | 2/13/2023 | — | — | — | — | |||||||||||||||||||||||||||
| 15,681 | — | — | $ | 76.13 | 2/11/2024 | — | — | — | — | |||||||||||||||||||||||||||
| 26,510 | — | — | $ | 82.24 | 5/1/2024 | — | — | — | — | |||||||||||||||||||||||||||
| 39,058 | 13,020 | (4) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | ||||||||||||||||||||||||||
| 38,110 | 38,110 | (5) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
| 16,517 | 49,551 | (6) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
| — | 57,216 | (7) | — | $ | 122.87 | 2/15/2028 | — | — | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 21,238 | (8) | $ | 1,376,222 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 18,124 | (9) | $ | 1,174,435 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 14,986 | (10) | $ | 971,093 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 57,547 | (12) | $ | 3,729,046 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 52,301 | (13) | $ | 3,389,105 | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 43,949 | (14) | $ | 2847,895 | ||||||||||||||||||||||||||
John T. McGinnis CFO | 10,163 | 10,163 | (5) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | |||||||||||||||||||||||||
| 4,495 | 13,488 | (6) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
| — | 15,258 | (7) | — | $ | 122.87 | 2/15/2028 | — | — | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 5,664 | (8) | $ | 367,027 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 4,934 | (9) | $ | 319,723 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 3,997 | (10) | $ | 259,006 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 14,158 | (11) | $ | 917,438 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 15,347 | (12) | $ | 994,486 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 14,236 | (13) | $ | 922,493 | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 11,720 | (14) | $ | 759,456 | ||||||||||||||||||||||||||
Ram ChandrashekarEVP, Operational Excellence & IT and President, Asia Pacific Middle East | — | 3,232 | (4) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | |||||||||||||||||||||||||
| — | 7,114 | (5) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
| — | 11,142 | (6) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
| — | 12,079 | (7) | — | $ | 122.87 | 2/15/2028 | — | — | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 3,964 | (8) | $ | 256,867 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 4,075 | (9) | $ | 264,060 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 3,164 | (10) | $ | 205,027 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 7,079 | (11) | $ | 458,719 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 10,742 | (12) | $ | 696,082 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 11,760 | (13) | $ | 762,048 | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 9,279 | (14) | $ | 601,279 | ||||||||||||||||||||||||||
| 61 |ManpowerGroup |
Compensation Tables |
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name & Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | �� | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, Rights that Have Not Vested (#)(3) | Equity Market or that Have Not Vested ($)(2) | ||||||||||||||||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 8,310 | 2,771 | (4) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | |||||||||||||||||||||||||
| 6,098 | 6,098 | (5) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
| 2,639 | 7,917 | (6) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
| — | 8,583 | (7) | — | $ | 122.87 | 2/15/2028 | — | — | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 3,399 | (8) | $ | 220,255 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 2,896 | (9) | $ | 187,661 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 2,248 | (10) | $ | 145,670 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 9,208 | (12) | $ | 596,678 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 8,356 | (13) | $ | 541,469 | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 6,593 | (14) | $ | 427,226 | ||||||||||||||||||||||||||
Richard Buchband SVP, General Counsel and Secretary | 5,089 | — | — | $ | 76.13 | 2/11/2024 | — | — | — | — | ||||||||||||||||||||||||||
| 4,155 | 1,386 | (4) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | ||||||||||||||||||||||||||
| 3,557 | 3,557 | (5) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
| 1,563 | 4,692 | (6) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
| — | 5,086 | (7) | — | $ | 122.87 | 2/15/2028 | — | — | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 1,982 | (8) | $ | 128,434 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 1,716 | (9) | $ | 111,197 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 1,333 | (10) | $ | 86,378 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 5,371 | (12) | $ | 348,041 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 4,952 | (13) | $ | 320,890 | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 3,907 | (14) | $ | 253,174 | ||||||||||||||||||||||||||
Darryl Green Former President & COO | 3,921 | — | — | $ | 76.13 | 10/1/2021 | — | — | — | — | ||||||||||||||||||||||||||
| 8,078 | — | — | $ | 82.24 | 10/1/2021 | — | — | — | — | |||||||||||||||||||||||||||
| 16,159 | (15) | — | — | $ | 76.97 | 10/1/2021 | — | — | — | — | ||||||||||||||||||||||||||
| 26,678 | (15) | — | — | $ | 75.07 | 10/1/2021 | — | — | — | — | ||||||||||||||||||||||||||
| 29,711 | (15) | — | — | $ | 96.94 | 10/1/2021 | — | — | — | — | ||||||||||||||||||||||||||
| 24,158 | (15) | — | — | $ | 122.87 | 10/1/2021 | — | — | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 26,855 | (12) | $ | 1,740,204 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 23,520 | (13) | $ | 1,524,096 | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 18,557 | (14) | $ | 1,202,494 | ||||||||||||||||||||||||||
| (1) | Represents outstanding grants of restricted stock, restricted stock units, career shares or earned but unvested |
| (2) | Value based on the closing price of |
| (3) | Represents outstanding grants of |
| (4) | The remaining unvested options vested on February |
| (5) | 50% of the remaining unvested options vested on February |
| (6) | 33% of the remaining unvested options vested on February |
| (7) |
25% of the unvested options vested on February |
| (8) | |
These restricted stock units vested on February |
| (9) | |
Restricted stock units scheduled to vest on February |
| (10) | |
Restricted stock units scheduled to vest on February |
Compensation Tables |
| (11) | Career shares scheduled to vest on February |
| (12) | |
These performance shares represent the actual shares achieved during the 2016-2018 performance period. These shares were earned on February |
| (13) | |
Performance shares, reported at the |
| (14) | |
Performance shares, reported at the |
| (15) | |
These options fully vested upon Mr. |
Option Exercises and Stock Vested in 20152018 Option Awards Stock Awards Name & Principal Position Number ofShares Acquiredon Exercise(#) Value Realized onExercise($) Number of SharesAcquired onVesting(#)(1) Value Realizedon Vesting($)Jonas Prising 44,000 798,224 15,140 1,253,729 CEO Michael J. Van Handel 105,287 3,267,248 28,353 2,331,348 CFO Darryl Green 59,609 1,789,118 15,140 1,253,729 President & COO Ram Chandrashekar 13,960 458,004 6,099 494,125 EVP, Operational Excellence & IT and President, Asia Pacific Middle East Mara E. Swan 30,000 760,973 11,540 953,302 EVP, Global Strategy and Talent Jeffrey A. Joerres (2) 445,157 16,976,071 145,320 12,167,570 Former Executive Chairman
| Option Awards | Stock Awards | |||||||||||||||
Name & Principal Position
| Number of
| Value Realized on
| Number of
| Value Realized
| ||||||||||||
Jonas Prising CEO | — | — | 108,089 | 13,005,811 | ||||||||||||
John T. McGinnis CFO | — | — | — | — | ||||||||||||
Ram Chandrashekar EVP, Operational Excellence & IT and President, Asia Pacific Middle East | 13,248 | 497,640 | 26,172 | 3,138,097 | ||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 9,409 | 422,828 | 23,440 | 2,806,189 | ||||||||||||
Richard Buchband SVP, General Counsel and Secretary | — | — | 8,200 | 996,186 | ||||||||||||
Darryl Green(2) Former President & COO
|
| —
|
|
| —
|
|
| 70,450
|
|
| 7,739,088
|
| ||||
| (1) | Includes vesting of RSUs and PSUs as follows: |
| Name | Number of RSUs | Number of PSUs | |||
| Jonas Prising | 5,149 | 9,991 | |||
| Michael J. Van Handel | 11,702 | 16,651 | |||
| Darryl Green | 5,149 | 9,991 | |||
| Ram Chandrashekar | 3,435 | 2,664 | |||
| Mara E. Swan | 4,213 | 7,327 | |||
| Jeffrey A. Joerres | 98,697 | 46,623 | |||
Name
| Number of RSUs
| Number of PSUs
| ||||||
Jonas Prising | 46,537 | 61,552 | ||||||
John T. McGinnis | — | — | ||||||
Ram Chandrashekar | 10,892 | 15,280 | ||||||
Mara E. Swan | 10,343 | 13,097 | ||||||
Richard Buchband | 1,651 | 6,549 | ||||||
Darryl Green
|
| 32,252
|
|
| 38,198
|
| ||
| (2) | Of the total stock awards vested for Mr. |
| Name & Principal Position | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | ||||
| Jonas Prising | N/A | — | — | — | ||||
| CEO | ||||||||
| Michael J. Van Handel | U.S. Pension Plans | 11 | 123,156 | — | ||||
| CFO | ||||||||
| Darryl Green | N/A | — | — | — | ||||
| President & COO | ||||||||
| Ram Chandrashekar | N/A | — | — | — | ||||
| EVP, Operational Excellence & IT and President, Asia Pacific Middle East | ||||||||
| Mara E. Swan | N/A | — | — | — | ||||
| EVP, Global Strategy and Talent | ||||||||
| Jeffrey A. Joerres | U.S. Pension Plans | 7 | 102,989 | — | ||||
| Former Executive Chairman | ||||||||
| 63 |ManpowerGroup |
Compensation Tables |
U.S. pension plans. ManpowerGroup maintains both a qualified, noncontributory defined benefit pension plan for U.S. employees, as well as a nonqualified, noncontributory, defined benefit deferred compensation plan for management and other highly compensated employees in the U.S. who are ineligible to participate in the qualified plan. Together, both plans are referred to collectively as the “U.S. pension plans.” The U.S. pension plans were frozen as of February 29, 2000 and all benefits under the U.S. pension plans became fully vested. Mr. Joerres and Mr. Van Handel are each entitled to pension benefits under the U.S. pension plans.
| Name & Principal Position | Plan | Executive Contributions in 2015 ($)(1) | Registrant Contributions in 2015 ($) | Aggregate Earnings in 2015 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2015 ($)(2) | ||||||||||
| Jonas Prising | NQSP | 50,000 | 44,454 | 5,450 | — | 1,757,290 | ||||||||||
| CEO | ||||||||||||||||
| Michael J. Van Handel | NQSP | 50,000 | 38,523 | 63,410 | — | 2,662,357 | ||||||||||
| CFO | PBDC | — | — | 21,076 | — | 685,531 | ||||||||||
| Darryl Green | NQSP | — | 15,485 | (661 | ) | — | 20,480 | |||||||||
| President & COO | ||||||||||||||||
| Ram Chandrashekar | NQSP | — | — | — | — | — | ||||||||||
| EVP, Operational Excellence & IT and President, Asia Pacific Middle East | ||||||||||||||||
| Mara E. Swan | NQSP | 50,000 | 36,523 | (12,796 | ) | — | 910,397 | |||||||||
| EVP, Global Strategy and Talent | ||||||||||||||||
| Jeffrey A. Joerres | NQSP | 50,000 | 47,277 | 35,098 | — | 5,780,877 | ||||||||||
| Former Executive Chairman | PBDC(3) | — | — | 40,215 | — | 1,308,022 | ||||||||||
| Equity Plan(4) | — | 9,627,955 | (37,017 | ) | — | 9,590,938 | ||||||||||
Name & Principal Position
| Plan
| Executive
| Registrant
| Aggregate
| Aggregate
| Aggregate
| ||||||||||||||||||
Jonas Prising CEO | NQSP | 50,000 | 37,500 | (107,791 | ) | — | 2,473,888 | |||||||||||||||||
John T. McGinnis CFO | NQSP | 50,000 | 33,053 | (9,998 | ) | — | 125,339 | |||||||||||||||||
Ram Chandrashekar EVP, Operational Excellence & IT and President, Asia Pacific Middle East | NQSP | — | — | — | — | — | ||||||||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | NQSP | 50,000 | 37,500 | (141,687 | ) | — | 1,405,360 | |||||||||||||||||
Richard Buchband SVP, General Counsel and Secretary | NQSP | 50,000 | 37,500 | (40,790 | ) | — | 423,945 | |||||||||||||||||
Darryl Green President & COO | NQSP | — | — | (1,498 | ) | — | 24,283 | |||||||||||||||||
|
| Equity Plan(3)
|
|
| —
|
|
| 1,946,522
|
|
| (435,581
| )
|
| —
|
|
| 1,510,941
|
| |||||||
| (1) | These amounts reflect contributions made by the executive officers from their |
| (2) | Of the amounts disclosed in this column for the Nonqualified Savings Plan, the following amounts were previously reported in the Summary Compensation Table in either |
| (3) |
These amounts reflect the value of |
Nonqualified Savings Plan
. Pursuant to the Nonqualified Savings Plan (the “NQSP Plan”), certain executives, including the NEOs, may defer a portion of their salary and incentive awards.| 2019 Proxy Statement| 64 |
Compensation Tables |
The investment alternatives available to the executive officers under the Nonqualified Savings Plan are selected by ManpowerGroup and may be changed from time to time. The executive officers are permitted to change their investment elections at any time on a prospective basis. The table below shows the funds available under the plan and their annual rate of return for the calendar year ended December 31, 2015.
Name of Fund | Annual Return | ||||
Mainstay Epoch US All Cap | ( | )% | |||
Vanguard Total Stock Market Index | (5.16 | )% | |||
Dodge & Cox International Stock Fund | ( | )% | |||
Vanguard Total International Stock | ( | )% | |||
T. Rowe Price Institutional Global | (6.80 | )% | |||
Fidelity Freedom 2005 Fund | ( | )% | |||
Fidelity Freedom 2010 Fund | ( | )% | |||
Fidelity Freedom 2015 Fund | ( | )% | |||
Fidelity Freedom 2020 Fund | ( | )% | |||
Fidelity Freedom 2025 Fund | ( | )% | |||
Fidelity Freedom 2030 Fund | ( | )% | |||
Fidelity Freedom 2035 Fund | ( | )% | |||
Fidelity Freedom 2040 Fund | ( | )% | |||
Fidelity Freedom 2045 Fund | ( | )% | |||
Fidelity Freedom 2050 Fund | ( | )% | |||
Fidelity Freedom 2055 Fund | ( | )% | |||
Fidelity Freedom 2060 Fund | ( | )% | |||
Fidelity Freedom Income Fund | ( | )% | |||
Fidelity Short Term Bond | 1.19 | % | |||
PGIM Total Return Bond Fund - Class R6 | (0.63 | )% | |||
Vanguard Total Bond Market Index Fund | (0.01 | )% | |||
Vanguard Federal Money Market | 1.78 | % | |||
Benefits paid under the Nonqualified Savings Plan will be paid to the executive officers upon their termination of employment, either in a lump sum, or in three, five or ten annual installments, as elected by the executive officers in accordance with the plan rules.
| 65 |ManpowerGroup |
Compensation Tables |
ManpowerGroup has entered into severance agreements (which include change of control benefits) with each of the NEOs. Each agreement generally has a three-year term, and such term is automatically extended for two years to the extent there is a change of control of ManpowerGroup within thetwo-year period prior to the expiration of the original term of the agreement. In addition to these severance agreements, the NEOs participate in a number of equity grants and benefit plans that contain vesting provisions that are triggered upon a change of control of ManpowerGroup and/or certain terminations of employment. Generally, benefits under these arrangements are triggered upon the involuntary termination of the executive’s employment not for cause or upon a voluntary termination of employment for good reason. Terminations for other reasons (such as retirement, death, disability or a change of control) also trigger enhanced benefits under certain of these arrangements. Darryl Green Retirement.Mr. Severance agreements. In the event an NEO’s termination occurs in thetwo-year period following a change of control of ManpowerGroup or during a “protected period” (generally, thesix-month period prior to a change of control), the severance payment payable to the CEO and CFO is equal to three times the sum of their base salary and annual incentive, while the severance payment to the other NEOs is equal to two times the sum of their base salary and annual incentive. The caps on payments to the CEO and CFO described in the paragraph above do not apply in the event of a change of control. All severance payments under the NEOs’ agreements will generally be paid in a lump sum on the Cause is defined in the severance agreements, and generally includes: performance failures; failure to follow instructions; fraudulent acts; violation of ManpowerGroup policies; acts of moral turpitude which are likely to result in loss of business, reputation or goodwill to ManpowerGroup; chronic absences from work which arenon-health related; crimes related to the NEO’s duties; or willful harmful conduct to ManpowerGroup. Good reason is also defined in each severance agreement. A termination for good reason in the severance agreements for the NEOs is triggered by (i) any material breach by the Company or one of its affiliates of a material obligation to pay or provide benefits or compensation to the executive, (ii) a material diminution in base salary, (iii) a material diminution in the executive’s authority, duties or responsibility, coupled with a material reduction in the executive’s target bonusPerformance-Based Deferred Compensation Plan. Mr. Joerres and Mr. Van Handel have participated in the Senior Management Performance-Based Deferred Compensation Plan, earning deferred compensation upon the achievement of earnings per share and economic profit goals in 2004 and 2005. Though the plan was frozen in February 2006, the executives continued to accrue earnings on such amounts in accordance with the plan. Specifically, the plan allows the Committee to determine the rate of return from time to time. Currently, the rate of return is equal to the effective yield on ten-year Treasury notes plus 100 basis points at the beginning of each year. A detailed discussion regarding the vesting conditions that entitle an executive to benefits under this plan can be found in the narrative accompanying the Post-Termination Benefits and Change of Control Tables below. Participants will receive any vested benefits under this plan upon their termination of employment, payable in cash or shares of ManpowerGroup’s common stock (in ManpowerGroup’s sole discretion), in a lump sum or in such number of annual installments as elected by the participant in accordance with the plan rules. Upon a change of control, the participants receive a distribution of such benefits in a lump sum.Termination of Employment and Change of Control ArrangementsExceptOther than for the table for the former Executive Chairman,Mr. Green, the tables following the descriptions of these arrangements illustrate the amount of enhanced benefits the NEOs would receive under all such arrangements if ManpowerGroup terminated their employment on December 31, 20152018 for the reasons specified within the tables. None of the tables illustrate the value of any vested benefits payable to the NEOs upon a termination of employment (i.e., vested equity awards, or vested balances accrued under the Nonqualified Savings Plan or Performance-Based Deferred Compensation Plan), nor does any table other than the table for the former Executive Chairman illustrate the value of any enhanced benefits upon retirement of an NEO who was not eligible for retirement treatment as of December 31, 20152018 with respect to any of their unvested benefits. As of December 31, 2015,2018, only Mr. Van Handel and Ms. Swan werewas eligible for retirement treatment under certain of theirher outstanding awards. The tables below assume that in a “change of control,” the acquiring or surviving company would have assumed all unvested equity awards.Executive Chairman’s Retirement. Joerres served in the capacity of Executive Chairman untilGreen retired from ManpowerGroup on October 1, 2018. Following his retirement, on December 30, 2015.Mr. Green entered into a consulting agreement (the “Consulting Agreement”) with ManpowerGroup to provide limited advisory services for a monthly fee beginning October 2, 2018. The table for the former Executive ChairmanMr. Green which follows the descriptions of the below arrangements illustrates the benefits he became entitled to receive upon retirement.his retirement, including the benefits pursuant to the Consulting Agreement. The table does not illustrate the value of any benefits other than under the Performance-Based Deferred Compensation Plan that may have been payable to him upon retirement but were otherwise vested prior to his retirement (i.e., vested equity awards or vested balances accrued under the Nonqualified Savings Plan). Due to Mr. Joerres'sGreen’s retirement, the description of the treatment of the arrangements below upon a change of control or termination of employment other than retirement does not apply to him following his retirement.him.7630th30th day following the date of termination. The determination of the amount of the annual incentive used to calculate the severance payment will vary depending on the circumstances surrounding the termination and is further detailed in the footnotes accompanying the illustrative tables below.2019 Proxy Statement| 66
Compensation Tables |
opportunity, (iv) a material diminution in the executive’s authority, duties or responsibility that is not coupled with a material reduction in the executive’s target bonus opportunity, but that occurs within 2 years after a change of control; or (v) a material reduction in the executive’s target bonus opportunity that is not coupled with a material diminution in the executive’s authority, duties or responsibilities, but that occurs within 2two years after a change of control. In addition, under the severance agreements with Mr. Prising, Mr. Van HandelMcGinnis, Ms. Swan, and Ms. Swan,Mr. Buchband, good reason is triggered by a relocation to a new principal office that is in excess of 50 miles from the NEO’s prior principal office.
Under the severance agreements, the NEOs are bound bynon-competition agreements in favor of ManpowerGroup for theone-year period following the termination of their employment for any reason, except where the termination occurs within thetwo-year period following a change of control or during a protected period and is either involuntary (other than for cause) or is for good reason. The non-competition agreement with Mr. Van Handel does not provide for this exception, such that he is bound for the one-year period following the termination of his employment for any reason.
Under the severance agreements, upon the NEO’s (i) involuntary termination (other than for cause), (ii) voluntary termination for good reason or (iii) termination due to the death or disability of the NEO, the NEOs are entitled to receive a prorated incentive for the year in which termination occurs. In addition, for all NEOs covered by U.S. health insurance, ManpowerGroup has agreed to pay for continued health insurance for the NEOs and their families for a12-month period following an involuntary termination of their employment (other than for cause) or a voluntary termination of their employment for good reason. Furthermore, if such a termination occurs within thetwo-year period following a change of control or during a protected period, then ManpowerGroup has agreed to pay for continued health insurance for the NEOs and their families for an18-month period. Finally, under the severance agreements, following an involuntary termination of the NEO’s employment (other than for cause) or a voluntary termination of the NEO’s employment for good reason, ManpowerGroup will pay for outplacement services for up to one year following the NEO’s termination. This benefit is not included in the agreement with Mr. Prising.
During 2018, ManpowerGroup entered into new severance agreements with Mr. PrisingChandrashekar, Mr. Buchband and Mr. Van Handel.
Stock options.
As of December 31,Restricted stock units and career shares
. As of December 31,| 67 |ManpowerGroup |
Compensation Tables |
Mr. Joerres’sGreen’s unvested restricted stock units vested on his retirement on December 30, 2015. For career share grants made in 2013 or later, suchOctober 1, 2018. Career shares do not vest upon retirement. Upon a change of control, the restricted stock units or career shares shall vest according to the same terms as described above for stock options.
PSUs.
As of December 31,Generally, upon the death or disability of ana NEO during the performance period, the NEO is entitled to receive the target amount of shares. Upon the death or disability of an NEO after the performance period but before the performance share units have vested, the NEO is entitled to receive the number of shares earned based on the actual results at the end of the performance period.
Annual Incentive Plan.The ManpowerGroup Annual Incentive Plan (the “Annual Incentive Plan”) provides that a bonus will not be entitled to accelerated vesting, in any event, of his unvested performance share units.
Nonqualified Savings Plan
. The amount of any unvested benefits under the Nonqualified Savings Plan will become vested upon a participant’s death, disability or retirement. For purposes of this plan, “retirement” means| 2019 Proxy Statement| 68 |
Compensation Tables |
Jonas Prising, CEO (1)Post-Termination and Change of Control Benefits Death($) Disability($) InvoluntaryTerminationor GoodReason – noCOC($) DoubleTrigger(COC +Termination)(2) ($) ForCause($) Voluntary($) Severance Payment(3) — — 2,750,000 8,250,000 — — Prorated Incentive(4) 1,650,000 1,650,000 2,032,800 1,650,000 — — Options(5) 697,573 697,573 — 697,573 — — Performance Share Units(6) 8,090,584 8,090,584 — 8,090,584 — — Restricted Stock Units/ Career Shares(7) 6,862,049 6,862,049 1,329,612 6,862,049 — — Health Benefits — — 23,197 35,055 — — Totals 17,300,206 17,300,206 6,135,609 25,585,261 — —
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| For Cause($)
| Voluntary($)
| |||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 3,125,000
|
|
| 9,375,000
|
| —
| —
| ||||||
Prorated Incentive(4)
|
| 1,875,000
|
|
| 1,875,000
|
|
| 1,137,277
|
|
| 1,875,000
|
| —
| —
| ||||||
Options(5)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| —
| —
| ||||||
PSUs(6)
|
| 10,121,436
|
|
| 10,121,436
|
|
| —
|
|
| 9,966,046
|
| —
| —
| ||||||
Restricted Stock Units/ Career Shares(7)
|
| 3,521,750
|
|
| 3,521,750
|
|
| —
|
|
| 3,521,750
|
| —
| —
| ||||||
Health Benefits
|
| —
|
|
| —
|
|
| 19,742
|
|
| 30,211
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total
|
| 15,518,186
|
|
| 15,518,186
|
|
| 4,282,019
|
|
| 24,768,007
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
| (1) | The term of Mr. Prising’s severance agreement expires on May |
| (2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
| (3) | The amount of the severance payment under Mr. Prising’s severance agreement is equal to his annual base salary at the highest rate in effect during the terms of the agreement (here, |
| (4) | In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to Mr. Prising under his severance agreement is based on the actual incentive earned for |
| (5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
| (6) | The value of |
| (7) | The value of any unvested |
| 69 |ManpowerGroup |
Compensation Tables |
Post-Termination and Change of Control Benefits
John T. McGinnis, CFO (1)
| Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2)($) | Retirement ($) | For Cause($) | Voluntary($) | |||||||||||||
| Severance Payment(3) | — | — | 1,320,000 | 3,960,000 | — | — | — | ||||||||||||
| Prorated Incentive(4) | 660,000 | 660,000 | 813,120 | 660,000 | — | — | — | ||||||||||||
| Options(5) | 1,335,810 | 1,335,810 | — | 1,335,810 | 1,335,810 | — | — | ||||||||||||
| Performance Share Units(6) | 4,839,165 | 4,839,165 | 8,274,825 | 4,839,165 | 8,274,825 | — | — | ||||||||||||
| Restricted Stock Units/ Career Shares(7) | 2,013,351 | 2,013,351 | — | 2,013,351 | 2,013,351 | — | — | ||||||||||||
| Health Benefits | — | — | 27,853 | 42,091 | — | — | — | ||||||||||||
| Performance-Based Deferred Compensation | 685,531 | 685,531 | — | 685,531 | 685,531 | — | — | ||||||||||||
| Pension Benefits | — | — | — | — | 118,422 | ||||||||||||||
| Totals | 9,533,857 | 9,533,857 | 10,435,798 | 13,535,948 | 12,427,939 | — | — | ||||||||||||
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| For Cause($)
| Voluntary($)
| |||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 1,400,000
|
|
| 4,200,000
|
| —
| —
| ||||||
Prorated Incentive(4)
|
| 700,000
|
|
| 700,000
|
|
| 424,550
|
|
| 700,000
|
| —
| —
| ||||||
Options(5)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| —
| —
| ||||||
PSUs(6)
|
| 1,958,386
|
|
| 1,958,386
|
|
| —
|
|
| 1,916,978
|
| —
| —
| ||||||
Restricted Stock Units/Career Shares(7)
|
| 1,863,194
|
|
| 1,863,194
|
|
| —
|
|
| 1,863,194
|
| —
| —
| ||||||
Nonqualified Savings Plan
|
| 15,890
|
|
| 15,890
|
|
| —
|
|
| —
|
| ||||||||
Health Benefits
|
| —
|
|
| —
|
|
| 19,642
|
|
| 30,060
|
| —
| —
| ||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total
|
| 4,537,470
|
|
| 4,537,470
|
|
| 1,869,192
|
|
| 8,735,232
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
| (1) | On December 12, 2018, ManpowerGroup entered into a new severance agreement with Mr. McGinnis that replaced his previous agreement, which was set to expire February 15, 2019. The term of Mr. |
| (2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
| (3) | The amount of the severance payment under Mr. |
| (4) | In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to |
| (5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
| (6) | The value of |
| (7) | The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, |
| 2019 Proxy Statement| 70 |
Compensation Tables |
Post-Termination and Change of Control Benefits
Ram Chandrashekar, EVP, Operational Excellence and IT and President, and COOAsia Pacific Middle East (1)
| Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2) ($) | For Cause($) | Voluntary($) | |||||||||||
| Severance Payment(3) | — | — | 1,600,000 | 3,200,000 | — | — | ||||||||||
| Prorated Incentive(4) | 800,000 | 800,000 | 985,600 | 800,000 | — | — | ||||||||||
| Options(5) | 910,365 | 910,365 | — | 910,365 | — | — | ||||||||||
| Performance Share Units(6) | 5,393,051 | 5,393,051 | — | 5,393,051 | — | — | ||||||||||
| Restricted Stock Units/Career Shares(7) | 2,058,699 | 2,058,699 | — | 2,058,699 | — | — | ||||||||||
| Health Benefits | — | — | 24,612 | 37,194 | — | — | ||||||||||
| Outplacement | — | — | 25,000 | 25,000 | — | — | ||||||||||
| Totals | 9,162,115 | 9,162,115 | 2,635,212 | 12,424,309 | — | — | ||||||||||
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| For Cause($)
| Voluntary($)
| |||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 1,098,736
|
|
| 2,197,472
|
| —
| —
| ||||||
Prorated Incentive(4)
|
| 470,887
|
|
| 470,887
|
|
| 576,930
|
|
| 470,887
|
| —
| —
| ||||||
Options(5)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| —
| —
| ||||||
PSUs(6)
|
| 2,088,439
|
|
| 2,088,439
|
|
| —
|
|
| 2,059,409
|
| —
| —
| ||||||
Restricted Stock Units/Career Shares(7)
|
| 1,184,674
|
|
| 1,184,674
|
|
| —
|
|
| 1,184,674
|
| —
| —
| ||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total
|
| 3,744,000
|
|
| 3,744,000
|
|
| 1,700,666
|
|
| 5,937,442
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
| (1) | On August 2, 2018, ManpowerGroup entered into a new severance agreement with Mr. Chandrashekar that replaced his previous agreement, which was set to expire October 29, 2018. The term of Mr. |
| (2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
| (3) | The amount of the severance payment under Mr. |
| (4) | In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to him under his severance agreement is based on the actual incentive earned for |
| (5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
| (6) | The value of |
| (7) | The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, |
| 71 |ManpowerGroup |
Compensation Tables |
Post-Termination and Change of Control Benefits
Mara E. Swan, EVP, Operational ExcellenceGlobal Strategy and IT and President, Asia Pacific Middle EastTalent (1)
| Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2) ($) | For Cause($) | Voluntary($) | |||||||||||
| Severance Payment(3) | — | — | 994,061 | 1,988,122 | — | — | ||||||||||
| Prorated Incentive(4) | 426,026 | 426,026 | 382,571 | 426,026 | — | — | ||||||||||
| Options(5) | 308,503 | 308,503 | — | 308,503 | — | — | ||||||||||
| Performance Share Units(6) | 1,962,271 | 1,962,271 | — | 1,962,271 | — | — | ||||||||||
| Restricted Stock Units/Career Shares(7) | 1,337,935 | 1,337,935 | — | 1,337,935 | — | — | ||||||||||
| Outplacement | — | — | 25,000 | 25,000 | — | — | ||||||||||
| Totals | 4,034,735 | 4,034,735 | 1,401,632 | 6,047,857 | — | — | ||||||||||
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| Retirement($)
| For Cause($)
| Voluntary($)
| ||||||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 1,067,500
|
|
| 2,135,000
|
|
| —
|
| —
| —
| |||||||
Prorated Incentive(4)
|
| 457,500
|
|
| 457,500
|
|
| 297,497
|
|
| 457,500
|
|
| 330,010
|
| —
| —
| |||||||
Options(5)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| —
| —
| |||||||
PSUs(6)
|
| 1,590,257
|
|
| 1,590,257
|
|
| —
|
|
| 1,565,374
|
|
| 1,565,374
|
| —
| —
| |||||||
Restricted Stock Units/Career Shares(7)
|
| 553,586
|
|
| 553,586
|
|
| —
|
|
| 553,586
|
|
| 553,586
|
| —
| —
| |||||||
Health Benefits
|
| —
|
|
| —
|
|
| 24,019
|
|
| 36,769
|
|
| —
|
| —
| —
| |||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
|
| —
|
| —
| —
| |||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total
|
| 2,601,343
|
|
| 2,601,343
|
|
| 1,414,016
|
|
| 4,773,229
|
|
| 2,448,970
|
| —
| —
| |||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
| (1) | The term of |
| (2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
| (3) | The amount of the severance payment under |
| (4) | In the case of |
| (5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
| (6) | The value of |
| (7) | The value of any unvested restricted stock units |
| 2019 Proxy Statement| 72 |
Compensation Tables |
Post-Termination and Change of Control Benefits
Richard Buchband, SVP, General Counsel and TalentSecretary (1)
| Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2) ($) | Retirement($) | For Cause($) | Voluntary ($) | |||||||||||||
| Severance Payment(3) | — | — | 980,000 | 1,960,000 | — | — | — | ||||||||||||
| Prorated Incentive(4) | 420,000 | 420,000 | 517,440 | 420,000 | — | — | — | ||||||||||||
| Options(5) | 564,066 | 564,066 | — | 564,066 | 564,066 | — | — | ||||||||||||
| Performance Share Units(6) | 2,203,332 | 2,203,332 | — | 2,203,332 | 2,206,226 | — | — | ||||||||||||
| Restricted Stock Units/Career Shares(7) | 2,847,316 | 2,847,316 | 1,329,612 | 2,847,316 | 911,259 | — | — | ||||||||||||
| Health Benefits | — | — | 24,612 | 37,194 | — | — | — | ||||||||||||
| Outplacement | — | — | 25,000 | 25,000 | — | — | — | ||||||||||||
| Totals | 6,034,714 | 6,034,714 | 2,876,664 | 8,056,908 | 3,681,551 | — | — | ||||||||||||
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| For Cause($)
| Voluntary($)
| |||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 800,000
|
|
| 1,600,000
|
| —
| —
| ||||||
Prorated Incentive(4)
|
| 300,000
|
|
| 300,000
|
|
| 208,200
|
|
| 300,000
|
| —
| —
| ||||||
Options(5)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| —
| —
| ||||||
PSUs(6)
|
| 936,619
|
|
| 936,619
|
|
| —
|
|
| 922,104
|
| —
| —
| ||||||
Restricted Stock Units/Career Shares(7)
|
| 326,009
|
|
| 326,009
|
|
| —
|
|
| 326,009
|
| —
| —
| ||||||
Health Benefits
|
| —
|
|
| —
|
|
| 23,758
|
|
| 36,357
|
| —
| —
| ||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total
|
| 1,562,628
|
|
| 1,562,628
|
|
| 1,056,958
|
|
| 3,209,470
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
| (1) | On November 8, 2018, ManpowerGroup entered into a severance agreement with Mr. Buchband that replaced his previous agreement, which was set to expire December 14, 2018. The term of |
| (2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
| (3) | The amount of the severance payment under |
| (4) | In the case of |
| (5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
| (6) | The value of |
| (7) | The value of any unvested restricted stock units |
| 73 |ManpowerGroup |
Compensation Tables |
Post-Termination and Change of Control Benefits
Darryl Green, Former Executive ChairmanPresident and COO (1)
Benefits Upon Retirement($) | |||||
Prorated Incentive(2) | 400,031 | ||||
Options(3) | 251,833 | ||||
PSUs(4) | 5,886,793 | ||||
Restricted Stock Units(5) | 1,946,522 | ||||
Consulting Agreement (6) | 150,000 | ||||
Total | |||||
| 8,635,179 | |
| (1) | Mr. Green retired on October 1, 2018. |
| (2) | The |
| (3) | The value of stock options is illustrated here by measuring the difference between the closing stock price on the date of Mr. |
| (4) | The value of |
| (5) | The value of any unvested |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3) | Total ($) | ||||||
| Marc J. Bolland (1) | 10,356 | 15,534 | 25,890 | ||||||
| Gina R. Boswell | 110,000 | 135,000 | 245,000 | ||||||
| Cari M. Dominguez | 90,000 | 144,312 | 234,312 | ||||||
| William Downe | — | 244,221 | 244,221 | ||||||
| John F. Ferraro(2) | — | — | — | ||||||
| Patricia Hemingway Hall | 90,000 | 144,312 | 234,312 | ||||||
| Roberto Mendoza | 90,000 | 162,251 | 252,251 | ||||||
| Ulice Payne, Jr. | 105,000 | 135,000 | 240,000 | ||||||
| Paul Read | 90,000 | 135,085 | 225,085 | ||||||
| Elizabeth P. Sartain | 90,000 | 139,101 | 229,101 | ||||||
| John R. Walter | — | 253,277 | 253,277 | ||||||
| Edward J. Zore | 120,000 | 137,819 | 257,819 | ||||||
| (6) | Mr. Green is paid a monthly fee of $25,000 for each month the Consulting Agreement continues, beginning with October 2018. The Consulting Agreement may be terminated at any time by either ManpowerGroup or Mr. Green. The payout under the Consulting Agreement is illustrated here assuming the Consulting Agreement will continue through March 31, 2019, the end of the month in which this proxy statement was filed. Note that three months of consulting fees ($75,000) have also been reported as 2018 compensation for Mr. Green in the All Other Compensation Table and Summary Compensation Table. |
| 2019 Proxy Statement| 74 |
Compensation Tables |
Director Compensation for 2018
Name
| Fees Earned or Paid in Cash ($)
| Stock Awards ($)(2)
| Total ($)
| ||||||||||||
Gina R. Boswell | 121,758 | 160,000 | 281,758 | ||||||||||||
Cari M. Dominguez | 115,000 | 160,000 | 275,000 | ||||||||||||
William Downe | — | 345,102 | 345,102 | ||||||||||||
John F. Ferraro | — | 288,725 | 288,725 | ||||||||||||
Patricia Hemingway Hall | 124,931 | 169,414 | 294,345 | ||||||||||||
Julie M. Howard | — | 282,830 | 282,830 | ||||||||||||
Roberto Mendoza(1) | 39,176 | 54,505 | 93,681 | ||||||||||||
Ulice Payne, Jr. | 120,069 | 162,551 | 282,620 | ||||||||||||
Paul Read | 128,242 | 162,551 | 290,793 | ||||||||||||
Elizabeth P. Sartain | 115,000 | 160,000 | 275,000 | ||||||||||||
Michael J. Van Handel | 115,000 | 162,639 | 277,639 | ||||||||||||
John R. Walter | — | 303,945 | 303,945 | ||||||||||||
Edward J. Zore(1)
|
| 45,934
|
|
| 54,505
|
|
| 100,439
|
| ||||||
| (1) | Mr. |
| (2) |
Reflects deferred stock and restricted stock granted under our 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards toNon-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 Ms. Boswell, $160,000 attributable to the annual grant of restricted stock (1,269 shares) in 2018. |
For Ms. Dominguez, $160,000 attributable to the annual grant of restricted stock (1,269 shares) in 2018 |
For Mr. Downe, $160,000 attributable to the annual grant of deferred stock (1,269 shares), $143,311 attributable to deferred stock granted in lieu of 100% of his annual retainer and service as lead director (1,630 shares) and $41,791 attributable to deferred stock issued in lieu of dividends (475 shares) in 2018. |
For Mr. Ferraro, $160,000 attributable to the annual grant of deferred stock (1,269 shares), $115,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (1,307 shares) and $13,725 attributable to deferred stock issued in lieu of dividends (156 shares) in 2018. |
For Ms. Hemingway Hall, $160,000 attributable to the annual grant of deferred stock (1,269 shares) and $9,414 attributable to deferred stock issued in lieu of dividends (107 shares) in 2018. |
For Ms. Howard, $160,000 attributable to the annual grant of deferred stock (1,269 shares), $115,000 attributable to deferred stock granted in lieu of 100% of her annual retainer (1,307 shares) and $7,830 attributable to deferred stock issued in lieu of dividends (89 shares) in 2018. |
For Mr. Mendoza, $54,505 attributable to the prorated annual grant of restricted stock (436 shares) in 2018. |
For Mr. Payne, $160,000 attributable to the annual grant of deferred stock (1,269 shares) and $2,551 attributable to deferred stock issued in lieu of dividends (29 shares) in 2018. |
For Mr. Read, $160,000 attributable to the annual grant of deferred stock (1,269 shares) and $2,551 attributable to deferred stock issued in lieu of dividends (29 shares) in 2018. |
For Ms. Sartain, $160,000 attributable to the annual grant of restricted stock (1,269 shares) in 2018. |
For Mr. Van Handel, $160,000 attributable to the annual grant of deferred stock (1,269 shares) and $2,639 attributable to deferred stock issued in lieu of dividends (30 shares) in 2018. |
For Mr. Walter, $160,000 attributable to the annual grant of deferred stock (1,269 shares), $115,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (1,307 shares) and $28,945 attributable to deferred stock issued in lieu of dividends (329 shares) in 2018. |
For Mr. Zore, $54,505 attributable to the prorated annual grant of restricted stock (436 shares) in 2018. |
| 75 |ManpowerGroup |
Compensation Tables |
As of December 31, 2015,2018, the aggregate number of shares of deferred stock held by thenon-employee directors was as follows: Mr. Bolland — 0; Ms. Boswell — 0; Ms. Dominguez — 5,819; Mr. Downe — 13,065; Mr. Ferraro — 0; Ms. Hemingway Hall — 6,915; Mr. Mendoza —17,020; Mr. Read — 76; Mr. Payne — 0; Ms. Sartain — 2,882; Mr. Walter — 18,681; and Mr. Zore — 1,754.
Name | Shares of Deferred Stock held at December 31, 2018 | |||
Gina R. Boswell | — | |||
Cari M. Dominguez | — | |||
William Downe | 22,843 | |||
John F. Ferraro | 8,248 | |||
Patricia Hemingway Hall | 4,761 | |||
Julie M. Howard | 5,283 | |||
Roberto Mendoza | — | |||
Ulice Payne, Jr. | 1,298 | |||
Paul Read | 1,298 | |||
Elizabeth P. Sartain | — | |||
Michael J. Van Handel | 1,364 | |||
John R. Walter | 15,965 | |||
Edward J. Zore | — | |||
All such shares of deferred stock were fully vested as of December 31, 2015.2018. All shares of restricted stock granted to thenon-employee directors in 20152018 were fully vested as of December 31, 2015.
The nominating and governance committee reviews and makes recommendations to the full board with respect to the compensation of ournon-employee directors annually. The full board of directors reviews these recommendations and makes a final determination on the compensation of our directors. For 2015,its review of thenon-employee directors compensation for 2018, the nominating and governance committee engaged Mercer to benchmark the Company’snon-employee director compensation against that of relevant peer companies and the general market.
Based on recommendations by Mercer, the board of directors approved the compensation arrangement fornon-employee directors described below. below for 2018.Non-employee directors were paid a cash retainer equal to $90,000$115,000 per year. The fee structure for committee chairs and the lead director was as follows:
| $ | 15,000 | Annual retainer for services as chair of the Nominating and Governance Committee | ||
| $ | 20,000 | Annual retainer for services as chair of the Audit or Executive Compensation and Human Resources Committee | ||
| $ | 25,000 | Annual retainer for service as lead director of the corporation | ||
| $ | 30,000 | Annual retainer in the case where the lead director also serves as chair of one of the committees | ||
$15,000 | Annual retainer for services as chair of the Nominating and Governance Committee | |
$20,000 | Annual retainer for services as chair of the Audit or Executive Compensation and Human Resources Committee | |
$25,000 | Annual retainer for service as lead director of the corporation | |
$30,000 | Annual retainer in the case where the lead director also serves as chair of one of the committees |
Except as described below,non-employee directors may elect to receive deferred stock under the 2011 Equity Incentive Plan in lieu of their annual cash retainer. Elections may cover 50%, 75% or 100% of the annual cash retainer payable to the director for the election period for which the annual cash retainer is payable. An election period begins on January 1 of each year or the date of the director’s initial appointment to the board of directors, whichever is later, and ends on the date a director ceases to be a director or December 31, whichever is earlier. The deferred stock will be granted to the director following the end of the election period to which the election applies. The number of shares of deferred stock granted to the director will be equal to the amount of the annual cash retainer to which the election applies, 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 the election period that ended on December 31, 2015,2018, Mr. Downe, Mr. Ferraro, Ms. Howard and Mr. Walter elected to accept deferred stock in lieu of 100% of the annual cash retainer to which they were otherwise entitled.
Shares of common stock represented by deferred stock granted to a director prior to January 1, 2007 will be distributed to the director within 30 days after the date the director ceases to be a member of the board of directors. Shares of common stock represented by deferred stock granted to a director on or after January 1, 2007 will be distributed to the director on the earliest of the third anniversary of the date of grant or within 30 days after the date
| 2019 Proxy Statement| 76 |
Compensation Tables |
the director ceases to be a member of the board of directors. However, the director will have the right to extend the deferral period for these grants by at least five years, and thereafter to extend any previously extended deferral period by at least five more years, provided in each case this election to extend is made at least twelve months before the last day of the then current deferral period.
In addition to the cash compensation (or elective deferred stock), eachnon-employee director received an annual grant of deferred stock. The grant was effective on the first day of 2015,2018, and the number of shares granted equaled $135,000$160,000 divided by the closing sale price of a share of ManpowerGroup’s common stock on the last business day of the preceding year, or 1,9801,269 shares of deferred stock for 2015.2018. Such deferred stock vests in equal quarterly installments on the last day of each calendar quarter during the year. Shares of common stock represented by vested deferred stock held by a director will be distributed to the director on the earliest of the third anniversary of the effective date of grant or within 30 days after the date the director ceases to be a member of the board of directors.
The director will have the right to extend the deferral period as described above. A newnon-employee director will receive a grant of deferred stock effective the date the director is appointed to the board, and the grant will be prorated for the period beginning on the date of the director’s appointment and ending on December 31 of that year.
Instead of receiving the annual grant of deferred stock,non-employee directors have the right to elect to receive the same number of shares of restricted stock. Like the deferred stock, any such grant will be effective on the first day of the year and will vest in equal quarterly installments on the last day of each calendar quarter during the year. Any such election will be effective only if made on or before December 31 of the preceding year or within 10 days of appointment to the board of directors.
In light of the changes made to thenon-employee director compensation program in 2018, the board of directors has approved an amendmentdetermined that no changes were needed to the compensation program for non-employee directors effective as of January 1, 2016. The annual equity grant has been increased from $135,000 per year to $140,000 per year. The annual cash board retainer has been increased from $90,000 per year to $95,000 per year. There was no change to the fee structure for committee chairs and the lead director for 2016.2019.
| 77 |ManpowerGroup |
Compensation Tables |
The nominating and governance committee believes thatnon-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 adopted stock ownership guidelines that currently requirenon-employee directors to own shares or hold vested deferred stock or vested restricted stock equal in value to five times the 2015 annual cash retainer ($90,000 at January 1, 2015, for a total guideline of $450,000). The committee takes into account vested deferred and restricted stock in determining targeted ownership levels. The following table details eachnon-employee director’s stock ownership relative to the stock ownership guidelines:Non-Employee Director Stock Ownership GuidelinesDirector TargetNumber of shares(1)(#) Number of shares held(2) (#) Value of shares ($)(3) Target Date toSatisfy Guidelines (4)Gina R. Boswell 6,601 11,033 842,590 Guidelines Satisfied Cari M. Dominguez 6,601 16,184 1,235,972 Guidelines Satisfied William Downe 6,601 31,551 2,409,550 Guidelines Satisfied John F. Ferraro 5,894 — — January 1, 2020 Patricia Hemingway Hall 6,601 9,008 687,941 Guidelines Satisfied Roberto Mendoza 6,601 17,339 1,324,179 Guidelines Satisfied Ulice Payne, Jr. 6,601 13,943 1,064,827 Guidelines Satisfied Paul Read 6,601 2,057 157,093 January 1, 2018 Elizabeth P. Sartain 6,601 13,397 1,023,129 Guidelines Satisfied John R. Walter 6,601 20,500 1,565,585 Guidelines Satisfied Edward J. Zore 6,601 37,203 2,841,193 Guidelines Satisfied
Director
| Target
| Number of shares
| Value of shares
| Target Date to
| ||||||||||||||||
Gina R. Boswell | 6,601 | 10,339 | 873,749 | Guidelines Satisfied | ||||||||||||||||
Cari M. Dominguez | 6,601 | 22,823 | 1,928,772 | Guidelines Satisfied | ||||||||||||||||
William Downe | 6,601 | 45,104 | 3,811,739 | Guidelines Satisfied | ||||||||||||||||
John F. Ferraro | 5,894 | 8,248 | 697,038 | Guidelines Satisfied | ||||||||||||||||
Patricia Hemingway Hall | 6,601 | 9,877 | 834,705 | Guidelines Satisfied | ||||||||||||||||
Julie M. Howard | 5,064 | 5,283 | 446,466 | Guidelines Satisfied | ||||||||||||||||
Ulice Payne, Jr. | 6,601 | 9,334 | 788,816 | Guidelines Satisfied | ||||||||||||||||
Paul Read | 6,601 | 6,651 | 562,076 | Guidelines Satisfied | ||||||||||||||||
Elizabeth P. Sartain | 6,601 | 20,428 | 1,726,370 | Guidelines Satisfied | ||||||||||||||||
Michael J. Van Handel | 3,568 | 18,647 | 1,575,858 | Guidelines Satisfied | ||||||||||||||||
John R. Walter
|
| 6,601
|
|
| 15,965
|
|
| 1,349,202
|
| Guidelines Satisfied
| ||||||||||
| (1) | Target shares are based on target value ($450,000) divided by the closing stock price on December 31, 2014 of $68.17 fornon-employee directors in office as of January 1, 2015. Fornon-employee directors appointed after January 1, 2015 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 or is first appointed to the Board of Directors. |
| (2) | Represents the number of shares held as of the record date, |
For Ms. Boswell, 10,339 shares of common stock. |
For Ms. Dominguez, 22,823 shares of common stock. |
For Mr. Downe, 22,261 shares of common stock and 22,843 shares of vested deferred stock. |
For Mr. Ferraro, 8,248 shares of vested deferred stock. |
For Ms. Hemingway Hall, 6,882 shares of common stock and 2,995 shares of vested deferred stock. |
For Ms. Howard, 5,283 shares of vested deferred stock. |
For Mr. Payne, 8,036 shares of common stock and 1,298 shares of vested deferred stock. |
For Mr. Read, 5,353 shares of common stock and 1,298 shares of vested deferred stock. |
For Ms. Sartain, 20,428 shares of common stock. |
For Mr. Van Handel, 17,283 shares of common stock and 1,364 shares of vested deferred stock. |
For Mr. Walter, 5,982 shares of common stock and 9,983 shares of vested deferred stock. |
| (3) | Based on price per share of ManpowerGroup common stock on |
We ProhibitNon-Employee Directors from Hedging, Pledging and Short-selling Our Securities
Similar to our NEOs, 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 options or derivative instruments involving ManpowerGroup securities. Further, we do not allownon-employee directors to pledge ManpowerGroup securities at any time, which includes having ManpowerGroup stock in a margin account or using ManpowerGroup stocks as collateral for a loan.
CEO Pay Ratio |
We have an audit committee that consists entirely of independent directors, each of whom meet the independence requirements set forth by the New York Stock In AUDIT COMMITTEE REPORTAudit Committee ReportExchange.Exchange and the SEC. The board of directors has adopted a charter for the audit committee, which is available on our web site atwww.manpowergroup.com/about/corporategovernance.cfmhttp://investor.manpowergroup.com/governance. The charter sets forth the responsibilities and authority of the audit committee with respect to our independent auditors, quarterly and annual financial statements,non-audit services, internal audit and accounting, risk assessment and risk management, business conduct and ethics, special investigations, use of advisors and other reporting and disclosure obligations, including the audit committee’s obligations in monitoring the company’s compliance with its code of business conduct and ethics as well as its policies and procedures regarding anti-corruption. The committee reviews its charter on an annuala periodic basis and recommends updates as necessary.2015,2018, the audit committee met five times. Over the course of these meetings, the audit committee met with our chief financial officer, other senior members of the finance department, senior members of the IT department, the chairperson of our disclosure committee, the head of internal audit, our chief legal officer and our independent auditors. During these meetings, the audit committee reviewed and discussed, among other things:
our financial statements for each of the first three quarters of 2015,2018, including the disclosures under "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations,"Operations;”
our compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and the related auditing standards,standards;
the independent auditors’ material written communications with management,management;
our annual internal and external audit plans and the internal and external staffing resources available to carry out our audit plans,plans;
internal audit results,results;
our risk management framework, including financial and operational risks,risks;
certain risk matters including currency exposure, workers compensation, revenue recognitionthe Company’s risk profile, vendor contract risk, treasury matters and technology and security risk,cybersecurity risk;
the impact of new accounting pronouncements,pronouncements;
current tax matters affecting us, including reporting compliance, audit activity and tax planning,planning;
litigation matters,and regulatory matters;
our compliance with our code of business conduct and ethics, our anti-corruption policy, including the Foreign Corrupt Practices Act and our policy on gifts, entertainment and sponsorships,sponsorships;
our compliance with our Policy Regarding the Retention of Former Employees of Independent Auditors and Policy onIndependent Auditor Services Provided by Independent Auditors,Policy; and
a self-evaluation of the committee.
The audit committee met five times in private session with Deloitte & Touche LLP and met five times in private session with the head of internal audit. The purpose of the private sessions is to allow the participants to raise any concerns they may have and to discuss other topics in a confidential setting.
In addition to the meetings discussed above, the chair of the audit committee, and any other audit committee member or other member of the board of directors who desired or was requested to participate, reviewed with management and our independent auditors our financial results for each quarter of 20152018 prior to the quarterly release of earnings.
In February 2016,2019, the independent auditors and members of senior management reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20152018 with the audit committee, together with our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion included, among other things:
critical accounting policies and practices used in the preparation of our financial statements,statements;
our judgmental reserves,reserves;
| 2019 Proxy Statement| 80 |
Audit Committee Report |
the effect of regulatory and accounting initiativespronouncements on our financial statements, including the adoption of significant accounting pronouncements,standards;
confirmation that there were no unrecorded material audit adjustments proposed by the independent auditors,auditors;
confirmation that there were no matters of significant disagreement between management and the independent auditors arising during the audit,audit;
other matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 161301 “Communications with Audit Committees.Committees;”
| • | other matters required to be discussed by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence; and |
matters relating to Section 404 of the Sarbanes-Oxley Act, including the management report on internal control over financial reporting for 20152018 and the independent auditors’ report with respect to the effectiveness of our internal control over financial reporting and management’s assessment of the effectiveness of our internal control over financial reporting.
At this meeting, the audit committee met in separate private sessions with the independent auditors, the chairperson of our disclosure committee, the head of internal audit and management.
The audit committee has reviewed the fees billed by Deloitte & Touche LLP and related entities (“Deloitte”) to us with respect to 20152018 and 2014,2017, which consist of the following:
Audit Fees.
The aggregate fees billed for professional services rendered by Deloitte for the audit of our financial statements and attestation of our certification of our internal control over financial reporting as of and for the year ended December 31,The aggregate fees billed for professional services rendered by Deloitte for the audit of our financial statements and attestation of our certification of our internal control over financial reporting as of and for the year ended December 31, 20152018 and the review of the financial statements included in our Quarterly Reports onForm 10-Q for 20152018 approved by the audit committee were $5,492,000.
Audit-Related Fees.
The aggregate fees billed by Deloitte for audit-related services wereThe aggregate fees billed by Deloitte for audit-related services were $158,000$243,000 in 2015.2018. These services consisted of auditing billing proceduresreview of financial statements for one of our foreign subsidiaries’ lines of business, issuing an audit report related to the statement of educational expenses for flex workers for one our subsidiaries, auditing an opening balance sheet for an acquisition and providing a comfort letter in connection with a debt offering.
Tax Fees.
The aggregate fees billed by Deloitte for tax services wereThe aggregate fees billed by Deloitte for tax services were $566,000 in 2018. These services consisted of assistance in the preparation and review of certain international tax returns, assistance with tax audits and examinations, advice related to changes in tax laws and reporting requirements, due diligence related to a potential acquisition, advice regarding tax issues relating to our reorganizations and transfer pricing studies.
All Other Fees.
The aggregate fees billed by Deloitte for all other fees were $36,900 in 2017. These services consisted of market research to benchmark certain aspects of our business.There were no other fees and expenses billed by Deloitte to us in 2014 and 2015.
Approval Procedures.
We have| 81 |ManpowerGroup |
Audit Committee Report |
requirements for permitted services and related disclosure and reporting standards. A copy of the policy is available on our web site atwww.manpowergroup.com/about/corporategovernance.cfmhttp://investor.manpowergroup.com/governance. Each of the services described under the headings “Audit-Related Fees” and “Tax Fees” was approved during 20142017 and 20152018 in accordance with the policy.
The audit committee has also received the written disclosures and confirmation from Deloitte required by PCAOB Ethics and Independence Rule 3526 and discussed with Deloitte their independence. In particular, at each regular meeting during 20152018 and at the meeting in February 20162019 the audit committee reviewed and discussed thenon-audit services provided by Deloitte to us that are described above. The audit committee has considered whether the provision of thenon-audit services described above is compatible with the independence of Deloitte and satisfied itself as to the auditor’s independence. The audit committee believes that Deloitte has been objective and impartial in conducting the 20152018 audit, and believes that the provision of these services has not adversely affected the integrity of our audit and financial reporting processes.
In performing all of the functions described above, the audit committee acts only in an oversight capacity. The audit committee does not complete its reviews of the matters described above prior to our public announcements of financial results and, necessarily, in its oversight role, the audit committee relies on the work and assurances of our management, which has the primary responsibility for our financial statements and related reports and internal control over financial reporting, and of the independent auditors, who, in their report, express an opinion on the conformity of our annual financial statements to accounting principles generally accepted in the United States and on the effectiveness of our internal control over financial reporting.
In reliance on these reviews and discussions, and the report of the independent auditors, the audit committee has recommended to the board of directors that the audited financial statements be included in our Annual Report on Form10-K for the year ended December 31, 2015.
The Audit Committee
Paul Read, Chair
Gina R. Boswell Chair
John F. Ferraro
Patricia A. Hemingway Hall
Ulice Payne, Jr.
| 2019 Proxy Statement| 82 |
2. Ratification of Independent Auditors |
The audit committee of the board of directors has appointed Deloitte & Touche LLP to audit our consolidated financial statements for the fiscal year ending December 31, If the shareholders do not ratify the appointment of Deloitte & Touche LLP, the audit committee will take such action into account in reconsidering the appointment of our independent auditors for the fiscal year ending December 31, The affirmative vote of a majority of the votes cast on this proposal shall constitute ratification of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 4. RATIFICATION OF INDEPENDENT AUDITORSIndependent Auditors20162019 and directed that such appointment be submitted to the shareholders for ratification. Deloitte & Touche LLP has audited our consolidated financial statements since the fiscal year ended December 31, 2005. Representatives of Deloitte & Touche LLP will be present at the annual meeting and have the opportunity to make a statement if they so desire, and will also be available to respond to appropriate questions.2016.2019.2016.2019. Abstentions and brokernon-votes will not be counted as votes cast and, therefore, will have no impact on the approval of the proposal.The board of directors recommends you vote The board of directors recommends you voteFOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2019, and your proxy will be so voted unless you specify otherwise. 83 |ManpowerGroup
3. Advisory Vote on Approval of the Compensation of Named Executive Officers |
3. Advisory Vote on Approval of the appointmentCompensation of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2016, and your proxy will be so voted unless you specify otherwise.
The Company seeks your advisory vote on our executive compensation program and asks that you support the compensation of our named executive officers as disclosed in the Compensation“Compensation Discussion and AnalysisAnalysis” section and the accompanying tables contained in this Proxy Statement. We are providing this vote as required pursuant to Section 14A of the Securities Exchange Act of 1934. We are asking shareholders to approve the following resolution regarding our executive compensation program:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.
ManpowerGroup derives over 84% approximately 88%of its revenues from outside the United States, with the largest portions coming from the company’s operating segments in Southern Europe (36%(43%), Northern Europe (28%Europe(24%) and Asia Pacific Middle East (12%(13%). Our business is truly global in nature and complexity, with over 27,000 employeescomplexity. Through our global network of nearly 2,600 offices in 80 countries and over 600,000 associates connected with clients worldwide on any given day. Our worldwide network servesterritories, we serve global, multinational and local companies in 80 countriesclients across all major industry segments and territories. We placed approximately 3.4 million people in jobs in 2015, and providedprovide a broad range of workforce solutions including recruitment and assessment, training and development, career management, outsourcing and workforce consulting.
To be successful, ManpowerGroup needs senior executives who have the capability and experience to operate effectively in this environment. A guiding principle of the company’s compensation program is to provide pay opportunities to the executive officers that are competitive in attracting and retaining executives of this caliber. Other key objectives of the program are to align compensation to shareholder interests and, as an element of that objective, to pay for results and not pay for failure.
Compensation packages for the executive officers generally include, as short-term arrangements, a base salary and an annual incentive bonus, and for long-term focus and value accumulation, performance share units, (PSUs), stock options and restricted stock units. The annual incentive is earned based on achievement of goals established at the beginning of each year. Likewise, PSUs represent a right to receive shares of company common stock based on achievement of goals established at the time the PSUs are granted. For both, award opportunities are established for achievement at threshold, target and outstanding levels.
The Company structures the compensation packages of the executive officers so that the overall outcomes at target fall generally within the median range of the competitive market. For the annual incentive and the PSU components of the package, award levels for achievement of the applicable goals generally are set at the median of the competitive market for target results and the 75
As noted above, a key objective of the compensation program is to align compensation to shareholder interests. The company’s compensation program addresses this objective on both a short-term basis and a long-term basis. Annual incentive awards are based on achievement of goals that are drivers of shareholder value and PSUs are earned based on operating profit margin percentage goals, an incentive that measuresa measure of how efficiently our executive officers have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits. In addition, a substantial portion of the annual incentive award paid to the executive officers is based on achievement of earnings per share and return on invested capital for the year. Earnings per share focuses our executive officers on producing financial results that align with the interests of our shareholders, while return on invested capital incentivizes our executive
| 2019 Proxy Statement| 84 |
3. Advisory Vote on Approval of the Compensation of Named Executive Officers |
Both the short-term and long-term components of the compensation program reflect the objective that senior executives should be paid for results and not paid for failure. The executive officers’ base salaries generally are at or below market median with a significant component of the annual cash opportunity based on the level of attainment of performance goals for the year. If the actual results fall short of the goals, the award level is correspondingly reduced or eliminated.
As for the long-term components of the compensation program, the ultimate value received by an executive, through stock appreciation, will of course depend directly on the performance of the company. In addition, a significant component of the long-term compensation package consists of performance share units which are earned only to the extent the company achieves apre-established level of performance tied to a designated performance metric, in this instance operating profit margin.
Approval of the company’s executive compensation policies and procedures requires that the number of votes cast in favor of the proposal exceeds the number of votes cast against it. Abstentions and brokernon-votes will not be counted as votes cast. Because this shareholder vote is advisory, it will not be binding upon the Boardboard of Directors.directors. However, the executive compensation and human resources committee will take into account the outcome of the vote when considering future executive compensation arrangements.
| The board of directors recommends that you voteFOR the proposal to approve the compensation of our named executive officers, and your proxy will be so voted unless you specify otherwise. |
| 85 |ManpowerGroup |
�� Submission of Shareholder Proposals |
Submission of directors recommends you vote FOR the proposal to approve the compensation of our named executive officers, and your proxy will be so voted unless you specify otherwise.
In accordance with our bylaws, nominations, other than by or at the direction of the board of directors, of candidates for election as directors at the 2017 annual meeting2020 Annual Meeting of shareholdersShareholders must be received by us no earlier than December 4, 201612, 2019 and no later than February 2, 2017,10, 2020, and any other shareholder proposed business to be brought before the 20162020 annual meeting of shareholders must be received by us no later than February 2, 2017.10, 2020. Unlike shareholder proposals properly made under Rule14a-8 of the Securities Exchange Act of 1934, we are not required to include such nominations and other shareholder proposed business in the proxy statement solicited by the board of directors. To be considered for inclusion in the proxy statement solicited by the board of directors, shareholder proposals under Rule14a-8 for consideration at the 20172020 annual meeting of shareholders must be received by us at our principal executive offices by November 4, 2016.9, 2019. Such nominations or proposals must be submitted to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212. To avoid disputes as to the date of receipt, it is suggested that any shareholder proposal be submitted by certified mail, return receipt requested.
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers to file reports with the Securities and Exchange Commission disclosing their ownership, and changes in their ownership, of our common stock. Copies of these reports must also be furnished to us. Based solely on a review of these copies, we believe that during SECTIONSection 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBeneficial Ownership Reporting Compliance20152018 all filing requirements were met except for one Form 4 reporting one transaction for Mr. Payne, caused by a broker error which prevented its timely filing.met.
Shareholders may vote over the Internet, by telephone or by completing a traditional proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the shareholder.OTHER VOTING INFORMATIONOther Voting Information2, 2016.9, 2019. To vote over the Internet or by telephone, please refer to the instructions on the accompanying proxy card.95
Although management is not aware of any other matters that may come before the annual meeting, if any such matters should be presented, the persons named in the accompanying proxy intend to vote such proxy as recommended by the board of directors or, if no such recommendation is given, in their discretion. Shareholders may obtain a copy of our annual report on Form10-K at no cost by requesting a copy on our Internet web site at By Order Richard Buchband, SecretaryOTHER MATTERSOther Matterswww.manpowergroup.com/investors/investors.cfmhttp://investor.manpowergroup.com/shareholder-services/document-request or by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212. of the Board of Directors,Richard Buchband, Secretary96APPENDIX A-1MANPOWERGROUP INC.SENIOR MANAGEMENT ANNUAL INCENTIVE POOL PLAN(Effective January 1, 2012)(Amended and Restated as of February 16, 2016)Article IGeneral ProvisionsSection 1.Overview of the PlanThe purpose of the Plan is to provide certain senior executives of the Company, as designated by the Compensation Committee (referred to below as “Participants”), an annual incentive award payable in cash, thereby promoting the growth and financial success of the Company by motivating the Participants to achieve annual performance goals and objectives consistent with the Company’s business strategy . The plan is effective January 1, 2012 and is hereby amended and restated on February 16, 2016. The bonuses payable under the Plan are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.Section 2.DefinitionsAs used herein, the following terms shall have the following meanings:(a)Award - the bonus opportunity awarded to a Participant under the Plan.(b)Affiliate - any subsidiary or other entity that is controlled (directly or indirectly) by the Company.(c)Bonus Pool - an amount that may be established for the Company, all or a portion of which may be allocated among the Participants in the Plan.(d)Compensation Committee - the Executive Compensation and Human Resources Committee of the Board of Directors of the Company.(e)Consolidated ManpowerGroup - the Company and its direct and indirect subsidiaries.(e)(f)Code- the Internal Revenue Code of 1986, as it may be amended from time to time, and any proposed, temporary or final Treasury Regulations promulgated thereunder.(f)(g)Company - ManpowerGroup Inc., a Wisconsin corporation.(g)(h)Disability -permanent and total disability, as defined in the Company’s long-term disability plan, or if no such plan is in effect, as defined in Code Section 22(e)(3).(h) ManpowerGroup -- the Company and its direct and indirect subsidiaries.(i)Market Price - the closing sale price of a Share on the New York Stock Exchange; provided however, if a Share is not susceptible of valuation by the above method, the term “MarketA-1Price” shall mean the fair market value of a Share as the Compensation Committee may determine in conformity with pertinent law and regulations of the Treasury Department.(j)Participant - any Company or Affiliate employee who is a corporate senior executive officer of the Company who is designated by the Compensation Committee (subject to Section 4 of Article I) to participate in the Plan.(k)Plan - the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan.(l)Plan Year - each yearly period commencing on January 1st of each year during the term of the Plan.(m)Retirement - a termination of employment on or after a Participant has attained age 55 and has completed 10 years of Service.(n)Service - as to each Participant, the period beginning on the date he or she first becomes an employee of the Company or Affiliate and ending on the date he or she ceases to be an Employee of the Company or Affiliate.(m)(o)Share - the $0.01 par value common stock of the Company.Section 3.Plan AdministrationThe Compensation Committee shall administer the Plan. The Compensation Committee is authorized to interpret the Plan, to adopt such rules and regulations, as it may from time to time deem necessary for the effective operation of the Plan, and to act upon all matters relating to the granting of Awards under the Plan. Any determination, interpretation, construction or other action made or taken pursuant to the provisions of the Plan by or on behalf of the Compensation Committee shall be final, binding and conclusive for all purposes and upon all persons including, without limitation, the Company and Participants and their respective successors in interest. In recognition of the requirements of Section 162(m) of the Code, the payment or distribution of any amount under the annual bonus plan componentPlan shall be subject to the prior certification by the Compensation Committee that the relevant performance goals have been attained.Section 4.Eligibility and Participation Guidelines(a)Criteria for participation in the Plan:In selecting Participants, the Compensation Committee shall take into account the degree to which the proposed Participant can have an impact on the short-term and long-term operating performance and growth of the Company and such other criteria as it deems relevant.(b)Renewal of participation:The Compensation Committee reserves the right to remove any Plan Participant from the Plan at any time. Plan participation in one year does not guarantee participation in subsequent Plan Years.A-2Article IIAwardsSection 1.Performance GoalsNo later than 90 days after the beginning of any Plan Year, the Compensation Committee shall establish written objective performance goals; provided that the outcome is substantially uncertain at the time the Compensation Committee establishes the performance goals. The performance goals will be comprised of specified annual levels of one or more of the performance measures described in Section 2 of this Article II.Section 2.Performance MeasuresThe Compensation Committee shall use one or more of the following performance measures to establish objective performance goals under Section 1 of this Article II, which, where applicable (i) may be applied on an absolute or relative basis, (ii) may be valued on a growth or fixed basis, and (iii) may be applied on a Company-wide, business segment, or individual basis:a.Net Incomeb.Revenuec.Earnings per share dilutedd.Return on investmente.Return on invested capitalf.Return on equityg.Return on net assetsh.Shareholder returns (either including or excluding dividends) over a specified period of timei.Financial return ratiosj.Cash flowk.Amount of expensel.Economic profitm.Gross profitn.Gross profit margin percentageo.Amount of indebtednessp.Debt ratiosq.Earnings before interest, taxes, depreciation or amortization (or any combination thereof)r.Attainment by a Share of a specified Market Price for a specified period of times.Customer satisfaction survey resultst.Employee satisfaction survey resultsu.Strategic business criteria, consisting of one or more objectives based on achieving specified revenue, market penetration, or geographic expansion goals, or cost targets, or goals relating to acquisitions or divestitures, or any combination of the foregoingThe Compensation Committee may specify any reasonable definition of the performance measures it uses at the time the performance goal is set. Such definitions may provide for reasonable adjustments and may include or exclude items, including but not limited to: extraordinary,unusual orgains; non-recurring gains; gains or losses on the sale of assets; changes in accounting principles or the application thereof; currency fluctuations, acquisitions, divestitures, or necessary financing activities; recapitalizations, including stock splits and dividends; expenses for restructuring activities; and other non-operating items.A-3Section 3.Award OpportunitiesBonus amounts may be expressed as an individual Award amount for each Participant or as one or more Bonus Pools, all or a portion of which may be allocated to individual Participants. At the time the performance goals are established, the Compensation Committee shall establish an objective formula or standard for computing the amount of the bonus payable to each Participant if the performance goal is attained. If the bonus amount is to be derived from the amount allocated to one or more Bonus Pools, then (i) the percentage of each such Bonus Pool that may be allocated to each Participant must be stated as a specified share of such Bonus Pool or stated as a formula determining such share of the Bonus Pool(s); the total of such specified shares may not exceed 100% of the relevant Bonus Pool; and (iii) any discretion exercised by the Compensation Committee to decrease the bonus amount to any Participant under a Bonus Pool may not result in an increase of the bonus payable to any other Participant under such Bonus Pool or any other Bonus Pool that may be established for the Plan Year.Section 4.Determination of AwardsFollowing the close of the Plan Year, the Compensation Committee shall determine the bonus amount earned by each Participant, if any, under this Article II, based on its assessment of whether the performance goals have been attained and its evaluation of a Participant’s individual performance. The Compensation Committee has the sole and absolute discretion to decrease, but not increase the amount of the bonus to each Participant. The maximum bonus amount any Participant will be entitled to receive for any Plan Year resulting from achievement of the performance goals under this Article II is $5,000,000.Section 5.Distribution of AwardsThe annual bonus amounts earned for the Plan Year under this Article II shall be distributed in cash as soon as possible after the amounts have been determined, between January 1 and March 15 of the Company’s fiscal year following the Plan Year during which the amounts were earned.Participants may elect to defer a portion of any annual bonus amounts under this Article II in accordance with the terms of the Company’s Nonqualified Savings Plan.Article IIIMiscellaneous ProvisionsSection 1.Termination of Employmenta.Except as the relevant parties may otherwise agree, if a Participant’s employment terminates, the Participant will forfeit all rights to any bonus amounts under Article II of this Plan for the year in which termination occurs.b.Except as the relevant parties may otherwise agree, if a Participant’s employment terminates by reason of the Participant’s Disability or deathor Retirement, the Participant will be entitled to receive, for the year in which termination occurs, the bonus amounts otherwise determined under Article II of the Plan, but prorated for the actual number of days the Participant was employed by the ManpowerGroupConsolidated ManpowerGroup during the year.Section 2.Forfeiture of Amounts Paid Under the PlanThe Company shall have the right to require any Participant to forfeit and return to the Company any amounts paid to the Participant pursuant to this Plan consistent with any recoupment policy maintained by the CompanyA-4under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any Securities and Exchange Commission Rule, as such policy is amended from time to time.Section 3.No Guarantee of EmploymentParticipation in the Plan shall not give any Participant any right to be retained in the employment of the ManpowerGroup.Consolidated ManpowerGroup. This Plan shall not affect any right of the Company to terminate, with or without cause, any Participant’s employment at any time.Section 4.Withholding TaxesThe Company shall have the right to withhold from any compensation payable to a Participant, or to cause the Participant (or the executor or administrator of his or her estate or his or her distributee) to make payment of, any federal, state, local, or foreign taxes required to be withheld with respect to the distribution of any Awards.Section 5.Amendment and Discontinuance of the PlanThe Compensation Committee may amend, alter, suspend or discontinue the Plan, as it shall from time to time consider desirable. No such action shall adversely affect the rights of any Participant under the Plan as of the time of such action without the consent of the Participant.Section 6.Effective DateUpon approval of the Plan by the Company’s shareholders, theon May 3, 2011, this Plan will supersedesuperseded the Corporate Senior Management Annual Incentive Plan, effective for Awards beginning with the 2012 Plan Year.The Plan, as amended and restated on February 16, 2016, shall be effective for Awards beginning with the 2016 Plan Year.A-5APPENDIX B-12011 EQUITY INCENTIVE PLANOFMANPOWERGROUP INC.(Amended and Restated Effective April 29, 2014)PURPOSE OF THE PLANThe purpose of the Plan is to provide for compensation alternatives for certain Employees and Directors using or based on the common stock of the Company. These alternatives are intended to be used as a means to attract and retain superior Employees and Directors, to provide a stronger incentive for such Employees and Directors to put forth maximum effort for the continued success and growth of the Company and its Subsidiaries, and in combination with these goals, to provide Employees and Directors with a proprietary interest in the performance and growth of the Company.1. GENERALThis Plan exclusive of Section A below applies to all Directors and Employees. Section A of the Plan applies to those Employees who are employed in the United Kingdom.2. DEFINITIONSUnless the context otherwise requires, the following terms shall have the meanings set forth below:(a)“Administrator” shall mean the Committee or the Board of Directors with respect to grants to Employees under the Plan and the Board of Directors with respect to grants to Directors under the Plan.(b)“Award” shall mean an Option, Restricted Stock, Restricted Stock Units, an SAR, Performance Share Units, or Deferred Stock granted under the Plan.(c)“Board of Directors” shall mean the entire board of directors of the Company, consisting of both Employee and non-Employee members.(d)A termination of employment for “Cause” will mean termination upon (1) on Employee’s repeated failure to perform his or her duties in a competent, diligent and satisfactory manner as determined by the Company’s Chief Executive Officer in his reasonable judgment, (2) insubordination, (3) an Employee’s commission of any material act of dishonesty or disloyalty involving the Company or a Subsidiary, (4) an Employee’s chronic absence from work other than by reason of a serious health condition, (5) an Employee’s commission of a crime which substantially relates to the circumstances of his or her position with the Company or a Subsidiary or which has material adverse effect on the Company or a Subsidiary, or (6) the willful engaging by an Employee in conduct which is demonstrably and materially injurious to the Company or a Subsidiary.(e)“Code” shall mean the Internal Revenue Code of 1986, as amended.B-1(f)“Combined Credit Years” shall mean the total number of years after adding together a Participant’s age (in whole years) and years of Service (in whole years).(g)“Committee” shall mean the committee of the Board of Directors, constituted as provided in Paragraph 5 of the Plan.2019 Proxy Statement| 86 (h)“Company” shall mean ManpowerGroup Inc., a Wisconsin corporation.(i)“Deferred Stock” shall mean a right to receive one or more Shares from the Company in accordance with, and subject to, Paragraph 11 of the Plan.(j)“Deferred Stock Agreement” shall mean the agreement whereby the Company’s grant of shares of Deferred Stock to a Participant is confirmed.(k)“Director” shall mean an individual who is a non-Employee member of the Board of Directors of the Company.(l)“Disability” shall mean (i) with respect to an Employee, a physical or mental incapacity which, as determined by the Committee, results in an Employee ceasing to be an Employee and (ii) with respect to a Director, a physical or mental incapacity which results in a Director’s termination of membership on the Board of Directors of the Company; provided, however, that where an Award is granted to a Participant who is subject to U.S. federal income tax with terms such that it is nonqualified deferred compensation for purposes of Section 409A of the Code, “Disability” shall mean (i) a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant's employer.(m)“Employee” shall mean an individual who is an employee of the Company or a Subsidiary.(n)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.(o)“Grant Value” of an SAR means the dollar value assigned to the SAR by the Administrator on the date the SAR is granted under the Plan.(p)“Incentive Stock Option” shall mean an option to purchase Shares which complies with the provisions of Section 422 of the Code.(q)“Market Price” shall mean the closing sale price of a Share on the New York Stock Exchange; provided, however, if a Share is not susceptible of valuation by the above method, the term “Market Price” shall mean the fair market value of a Share as the Administrator may determine in conformity with pertinent law and regulations of the Treasury Department.(r)“Nonstatutory Stock Option” shall mean an option to purchase Shares which does not comply with the provisions of Section 422 of the Code or which is designated as such pursuant to Paragraph 7 of the Plan.B-2
APPENDIXA-1
Peer Group Companies
3M Co
Abbott Laboratories
AbbVie Inc.
Accenture PLC
Allergan PLC
Altria Group Inc.
Amgen Inc.
AutoNation Inc.
Bristol-Myers Squibb Co
Broadcom Ltd
C.H. Robinson Worldwide Inc.
CarMax Inc.
Carnival Corp
Caterpillar Inc.
CBS Corp
CenturyLink Inc.
Charter Communications Inc
Cognizant Technology Solutions Corp
Colgate-Palmolive Co.
Conocophillips
Cummins Inc.
Danaher Corp
DaVita Inc.
Deere & Co.
Delphi Automotive PLC
Dollar General Corp
Dollar Tree Inc.
E.I. du Pont de Nemours and Co
Eaton Corporation Plc
Ecolab Inc.
Eli Lilly and Co
Emerson Electric Co
Facebook Inc.
Fluor Corp
Freeport-McMoran Inc.
Gap Inc.
General Dynamics Corp
General Mills Inc.
Genuine Parts Co
Gilead Sciences Inc.
Goodyear Tire & Rubber Co
Halliburton Co
Honeywell International Inc.
Illinois Tool Works Inc.
Ingersoll-Rand PLC
International Paper Co
Johnson Controls International Plc
Kimberly-Clark Corp
Kinder Morgan Inc.
Kohl’s Corporation
Kraft Heinz Co (The)
LyondellBasell Industries NV
Macy’s Inc.
Marriott International Inc.
McDonald’s Corp
Medtronic PLC
Merck & Co Inc.
Mondelez International Inc.
Monsanto Co
Newell Brands Inc.
Nike Inc.
Nordstrom Inc.
Northrop Grumman Corp
Nucor Corp
Omnicom Group Inc.
Oracle Corp
PACCAR Inc.
Phillip Morris International Inc.
PPG Industries, Inc.
QUALCOMM Inc.
Raytheon Co
Schlumberger Ltd
Southwest Airlines Co
Staples Inc.
Starbucks Corp
Tesoro Corp
Texas Instruments Inc.
Textron Inc.
Thermo Fisher Scientific Inc.
Time Warner Inc.
TJX Companies Inc. (The)
Twenty-First Century Fox Inc.
Tyson Foods Inc.
Union Pacific Corp
United Continental Holdings Inc.
Visa Inc.
Waste Management Inc.
WestRock Co
Whirlpool Corp
Whole Foods Market Inc.
| A-1 |ManpowerGroup |
|  | |||||||||
Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. | ||||||||||
 | Votes submitted electronically must be received by 11:59pm, (Eastern Time), on May 9, 2019. | |||||||||
 | Online Go towww.envisionreports.com/MAN or scan the QR code — login details are located in the shaded bar below. | |||||||||
 | Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | |||||||||
 | Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/MAN | |||||||||
| Using a black inkpen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
| |||||||||
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE PLAN
| Proposals — THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MATTER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. PROPOSALS 1, 2 AND 3 ARE BEING PROPOSED BY MANPOWERGROUP INC. | + |
1. Election of Directors: |
For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||
| 1.A - Gina R. Boswell | ☐ | ☐ | ☐ | 1.B - Cari M. Dominguez | ☐ | ☐ | ☐ | 1.C - William Downe | ☐ | ☐ | ☐ | |||||||||||||||||
1.E - Patricia Hemingway Hall | |||||
| ☐ | 1.F - Julie M. Howard | ☐ | ☐ | ☐ | ||||||||||||||||||||||||
| ☐ | ☐ | 1.H - Jonas Prising | ☐ | ☐ | ☐ | 1.I - Paul Read | ☐ | ☐ | ☐ | |||||||||||||||||||
| 1.J - Elizabeth P. Sartain | ☐ | ☐ | ☐ | 1.K - Michael J. Van Handel | ☐ | ☐ | ☐ | |||||||||||||||||||||
| For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||||
2. Ratification of Deloitte & Touche LLP as our independent auditors for 2019. | ☐ | ☐ | ☐ | 3. Advisory vote to approve the compensation of our named executive officers. | ☐ | ☐ | ☐ | |||||||||||||||||||||
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||||||||||||||||||||||||
| B | Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. |
| / / |
ManpowerGroup Inc.
Annual Meeting of ManpowerGroup Inc. Shareholders
Friday, May 10, 2019
9:00 a.m.
International Headquarters of ManpowerGroup Inc.
100 Manpower Place
Milwaukee, Wisconsin
Agenda
Elect eleven individuals nominated by the Board of Directors of ManpowerGroup Inc. to serve until 2020 as directors. |
| 2. | Ratification of Deloitte & Touche LLP as our independent auditors for 2019. |
| 3. | Advisory vote to approve the compensation of our named executive officers. |
| 4. | Transact such other business as may properly come before the meeting. |
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The Proxy Statement and the 2018 Annual Report on Form 10-K are available at:www.envisionreports.com/MAN
| ||||||
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/MAN |  |
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — ManpowerGroup Inc. | + |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MANPOWERGROUP INC.
The undersigned hereby appoints Jonas Prising, John T. McGinnis and Richard Buchband proxies, each with the power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, as designated on the other side, all the shares of stock of ManpowerGroup Inc. standing in the name of the undersigned with all the powers which the undersigned would possess if personally present at the Annual Meeting of Shareholders of ManpowerGroup Inc. to be held on May 10, 2019 or at any adjournment thereof.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)
| C | Non-Voting Items | |
| Change of Address — Please print new address below. | Comments— Please print your comments below. | |||
⬛ | + |
