Elizabeth P. Sartain

Joined the board 2010

Age 67

Committees: People, Culture and Compensation (Chair)

		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. A director of Shutterfly Inc. since 2016. 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.

Michael J. Van Handel

Joined the board 2017

Age 62

Committees: Governance and Sustainability

Career Highlights

•  Senior Executive Vice President of ManpowerGroup from 2016 to February 2017

•  Chief Financial Officer of ManpowerGroup from 1998 to 2016

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

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

•  Director of ICF International (since 2017)

		Age: 59 Director since: 2017 Committees: None
Biographical Information: Senior Executive Vice President of ManpowerGroup from February 2016 to February 2017. Chief Financial Officer of ManpowerGroup from July 1998 to February 2016. Prior thereto, Mr. Van Handel held several other senior finance and accounting positions within ManpowerGroup since 1989. A director of BMO Financial Corporation, a subsidiary of BMO Financial Group, since 2006 and a Director of ICF International since June 2017. Formerly, a director of Cellular Dynamics International, Inc. from 2010 to 2015. 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 his service as a director on other public company boards. Qualifications •  Deep knowledge of ManpowerGroup developed over many years of experience at the Company, including nearly two decades as CFO •  Significant managerial, operational, transactional and financial markets experience relevant to our business •  Brings an important perspective gained from his service as a director 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 2018. The board of directors held five regular meetings during 2018. The board of directors did not take action by written consent during 2018.

Under the Company’s corporate governance guidelines, an individual cannot be nominated for election to the board of directors after his or her 72nd birthday. Any director who turns 72 during his or her normal term will continue in office until the expiration of that term. As previously stated, Mr. Walter will retire from the board of directors at the end of his current term, May 10, 2019, and will therefore not be seeking

		re-election.6 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 Secretary of ManpowerGroup. To be timely, a shareholder’s request to nominate a person for election to the board of directors at an annual meeting of shareholders, together with the written consent of such person to serve as a director, must be received by the Secretary of ManpowerGroup 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 2022 Proxy Statement| 10 1. Election of Directors   Board Independence and Related Party Transactions 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://investor.manpowergroup.com/governance. As required under the Corporate Governance Guidelines, our board of directors reviews and determines the independence of all directors on an annual basis. In making its independence determinations, the 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 ten 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 President, US Customer Development at Unilever, which has engaged ManpowerGroup to provide services to the company. Mr. Payne is a trustee of Northwestern Mutual. Northwestern Mutual and certain of its affiliates have 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. Payne, Mr. Read, Ms. Sartain, and Mr. Walter. Mr. Van Handel previously served as an executive officer of the company and, as such, does not currently qualify as independent under the listing rules of the New York Stock Exchange. Mr. Prising also does not qualify as independent under the listing rules of the New York Stock Exchange because he is currently an executive officer. 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.” ManpowerGroup does not have a policy regarding board members’ attendance at the annual meeting of shareholders. All of the directors attended the 2018 annual meeting of shareholders. 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 DIRECTOR NOMINEE BIOGRAPHIES Each director attended at least 75% of the board meetings and meetings of committees on which he or she served in 2021. The board of directors held seven meetings during 2021. The board of directors did not take any action by written consent during 2021. Under the Company’s corporate governance guidelines, an individual cannot be nominated for election to the board of directors after his or her 72nd birthday. Any director who turns 72 during his or her normal term will continue in office until the expiration of that term. Under ManpowerGroup’s bylaws, nominations, other than those made by the board of directors or the governance and sustainability committee, must be made pursuant to timely notice in proper written form to the Secretary of ManpowerGroup. To be timely, a shareholder’s request to nominate a person for election to the board of directors at an annual meeting of shareholders, together with the written consent of such person to serve as a director, must be received by the Secretary of ManpowerGroup 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. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules for annual shareholder meetings held after August 31, 2022, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must generally provide notice no later than 60 days prior to the anniversary of the previous year’s annual meeting date in accordance with Rule 14a-19 under the Securities Exchange Act of 1934.   Meetings and Committees of the Board 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://investor.manpowergroup.com/governance. The following table sets forth the current members of each of the committees and the number of meetings held during 2018:                 Audit    Executive Compensation and Human Resources    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 (1) 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. (2) 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 audit committee meets the financial literacy and independence requirements of the SEC and New York Stock Exchange, as applicable, and that Ms. Boswell, Mr. Ferraro and Mr. Read are each an “audit committee financial expert” as defined under the applicable rules of the SEC. Under the Company’s corporate governance guidelines, no member of the audit committee may serve on the audit committee of more than three public companies, including ManpowerGroup. No member of the audit committee currently serves on the audit committee of more than three public companies, including ManpowerGroup. The functions of this committee are to: appoint the independent auditors for the annual audit and approve the fee arrangements with the independent auditors; monitor the independence, qualifications and performance of the independent auditors; review the planned scope of the annual audit; review the financial statements to be included in our quarterly reports on 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 review our Policy Regarding the Retention of Former Employees of Independent Auditors; oversee compliance with our Independent Auditor Services Policy; meet privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls and other finance related matters; meet privately with management to review the competence, performance and independence of the independent auditors; monitor our internal audit department, including our internal audit plan; review guidelines and policies regarding compliance by our employees with our code of business conduct and ethics, including the anti-corruption policy; review procedures for receipt, retention and treatment of, and the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters; assist the board of directors with its oversight of the performance of the Company’s risk management function; review current tax matters affecting us; periodically discuss with management our risk management framework; monitor any litigation involving ManpowerGroup that may have a material financial impact on ManpowerGroup or that relates to matters entrusted to the audit committee; and approve the retention, compensation and termination of outside legal, accounting and other such advisors to the committee. In addition, the charter of the audit committee provides that the audit committee shall review and approve all related party transactions that are material to ManpowerGroup’s financial statements or that otherwise require disclosure to ManpowerGroup’s shareholders, provided that the audit committee shall not be responsible for reviewing and approving related party transactions that are reviewed and approved by the board of directors or another committee of the board of directors. The audit committee did not take action by written consent during 2018. Executive Compensation and Human Resources Committee7 Each member of the executive compensation and human resources committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange. The functions of this committee are to: 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 monitor the application of ManpowerGroup’s retirement and other fringe benefit plans, with respect to the individuals listed above; monitor the professional development of ManpowerGroup’s key executive officers; review succession plans for the chief executive officer of ManpowerGroup, of any president and the chief financial officer and certain other senior executives of ManpowerGroup; administer ManpowerGroup’s equity incentive plans and employee stock purchase plans and oversee ManpowerGroup’s employee retirement and welfare plans; administer ManpowerGroup’s annual incentive plan; review and recommend the “Compensation Discussion and Analysis” to be included in our annual proxy statement; 13 |ManpowerGroup 2022 Proxy Statement   1. Election of Directors Composition and Qualifications of Board Members In connection with its consideration of possible candidates for board membership, the governance and sustainability committee also has identified areas of experience that members of the board should as a goal collectively possess. The below graphic lists these skills and attributes for each of the 12 nominees, and shows which ones each nominee has identified as being part of his or her own experience.   develop and implement policies regarding the recoupment or “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 have 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 took two actions by written consent during 2018. 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 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 did not take any action by written consent during 2018. Board Composition and Qualifications of Board Members 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: a variety of experience and backgrounds; a core of business executives having substantial senior management and financial experience; 2019 Proxy Statement| 14 1. Election of Directors   SKILLS, ATTRIBUTES & EXPERIENCE individuals who will represent the best interests of the shareholders as a whole rather than special interest constituencies; the independence of at least a majority of the directors; and individuals who represent a diversity of gender, race and age. 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. The below graphic lists these skills and attributes and indicates which of the director nominees possess each. As shown, these skills and attributes are well represented within this group. 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 Former CEO/Chairperson or other C-Suite Officer - Served in a senior leadership role at a large organization Sales - Experience developing strategies to grow sales and market share Government Relations - Understanding of government regulations affecting our business Human Resources - Experience building knowledge, skills and abilities of employees Marketing and Branding - Experience in a senior management position managing marketing/branding Technology - Experience with technology, cybersecurity, information systems/data management or privacy Accounting or Financial Oversight - Experience to provide valuable insight in overseeing finances Operations - Experience with our business, strategy and marketplace dynamics.dynamics The Company believes that the present composition of the board of director nominees satisfies the guidelines for selecting board candidates set out above; specifically, the nominees include individuals who have a variety of experience and backgrounds, the nominees include a core of business executives having substantial experience in management as well as one member having government experience, and nine of eleven of the nominees are independent under the rules of the New York Stock Exchange. The governance and sustainability committee has adopted, and the board of directors has approved, guidelines for selecting board candidates that the committee considers when evaluating candidates for nomination as directors including candidates recommended by shareholders. The guidelines call for the following with respect to the composition of the board:   15 |ManpowerGroup a variety of experience and backgrounds; possess professional and personal experience and expertise relevant to the Company’s business; individuals who will represent the best interests of the shareholders as a whole rather than special interest constituencies; the independence of at least a majority of the directors; and individuals who represent a diversity of gender, race, ethnicity and age. 8 2022 Proxy Statement   1. Election of Directors BOARD DIVERSITY AND TENURE The governance and sustainability committee and the board of directors believe that the qualifications, skills, experience and attributes set forth in this proxy statement for all individuals nominated for election satisfy the guidelines for selecting board candidates set out above and support the conclusion that these individuals are qualified to serve as directors of the Company and collectively possess a variety of skills, professional experience, and diversity of backgrounds allowing them to effectively oversee the Company’s business. Board Diversity and Tenure The composition of the nominees for the board also reflects diversity of gender, race, ethnicity and age, an objective that the governance and sustainability committee continually strives to enhance when searching for and considering new directors.                                                   TENURE AND INDEPENDENCE                                                                         Years     15       1       11       6       1       11       5       14       8       7       12       4   Independent                                                                                                        DEMOGRAPHICS                                                                         Gender Identity     F       M       M       M       M       F       F       M       M       M       F       M   Asian                                                                                                 Black/African American                                                                                             Hispanic/Latinx                                                                                                 White                                                                             Born Outside U.S.                                                                                           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. Board Diversity and Tenure 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 9   2022 Proxy Statement Director Compensation for 2021 The governance and sustainability committee reviews and makes recommendations to the full board with respect to the compensation of our non-employee directors annually. The full board of directors reviews these recommendations and makes a final determination on the compensation of our directors. From time to time, the governance and sustainability committee will engage with an outside compensation consultant to benchmark the Company’s non-employee director compensation against that of relevant peer companies and the general market. The governance and sustainability committee engaged with Mercer in 2020 to review our non-employee director compensation program. For 2021, the board of directors approved the compensation arrangement for non-employee directors described below.   1. Election of Directors   2021 NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE Annual Base Retainer (TOTAL) $290,000 Cash $115,000 Equity $175,000 Annual Governance and Sustainability Committee Chair Retainer $  20,000 Annual People, Culture and Compensation Committee Chair Retainer $  20,000 Annual Audit Committee Chair Retainer $  27,500 Annual Retainer for lead director $  25,000 Annual Retainer for lead director in the case where he or she also serves as a committee chair $  30,000 Annual Cash Retainer Each year, directors receive an annual cash retainer but can elect to receive deferred stock in lieu of 50%, 75% or 100% of their annual cash retainer. This deferred stock will be granted at the end of the year for which the election was made. The number of shares granted will equal the annual cash retainer divided by the average of the closing prices of ManpowerGroup common stock on the last trading day of each full or partial calendar quarter covered by the election period. For 2021, Mr. Gipson elected to accept deferred stock in lieu of 100% of his annual cash retainer. Annual Equity Grant Each year directors also receive an annual grant of deferred stock. The annual grant is effective on January 1 of each year and the number of shares granted will equal the annual equity retainer divided by the closing sale price of a share of ManpowerGroup’s common stock on the last business day of the preceding year. Alternatively, the directors can elect to receive restricted stock instead of deferred stock if they make the election on or before December 31 of the preceding year. For 2021, the total shares of deferred stock or restricted stock granted to each director was 1,941 shares. The shares vest in equal quarterly installments on the last day of each calendar quarter during the year. A new director will receive a grant of deferred stock effective the date the director is appointed to the board and will be prorated for the year. They can elect to receive restricted stock instead if they make the election within 10 days of appointment to the board of directors. Distribution of Deferred Stock Deferred stock will be distributed in ManpowerGroup shares on the earlier of 3 years from the date of grant or within 30 days of the director leaving the board. However, the director can extend the deferral period for these grants by at least five years, and thereafter extend further by at least five more years, as long as the election to extend is made at least twelve months before the end of the current deferral period. If a director extends the deferral period but leaves the board prior to the extended date, the deferred stock will be distributed within 30 days of the director leaving the board.   10 2022 Proxy Statement DIRECTOR COMPENSATION FOR 2021 Amendment to Compensation Program for 2022 For 2022, the board of directors did not make any changes to the annual cash or equity retainers for non-employee directors. It also did not make any adjustments to the annual committee chair retainers. However, the board of directors did approve an increase to the annual retainer for the lead director to $35,000, or a $40,000 total annual retainer in the case where the lead director also serves as a committee chair. Director Compensation for 2021 NAME    FEES EARNED OR PAID IN CASH ($)        STOCK AWARDS ($)(2)        TOTAL ($)   Gina R. Boswell      115,000          175,000          290,000   Jean-Philippe Courtois      115,000          180,081          295,081   Cari M. Dominguez(1)      40,440          61,538          101,978   William Downe      140,000          247,091          387,091   John F. Ferraro      115,000          213,004          328,004   William P. Gipson      —          295,081          295,081   Patricia Hemingway Hall      135,000          186,433          321,433   Julie M. Howard      115,000          212,051          327,051   Ulice Payne, Jr.      115,000          194,584          309,584   Paul Read      142,500          194,584          337,084   Elizabeth P. Sartain      135,000          175,000          310,000   Michael J. Van Handel      115,000          191,091          306,091   (1) Ms. Dominguez retired from the board of directors on May 7, 2021.   (2) Reflects deferred stock and restricted stock granted under our 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan. These amounts reflect the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. The amount reflected in the table was made up of: For Ms. Boswell, $175,000 attributable to the annual grant of restricted stock (1,941 shares) in 2021. For Mr. Courtois, $175,000 attributable to the annual grant of deferred stock (1,941 shares) and $5,081 attributable to deferred stock issued in lieu of dividends (48 shares) in 2021. For Ms. Dominguez, $61,538 attributable to the annual grant of restricted stock (682 shares) in 2021. For Mr. Downe, $175,000 attributable to the annual grant of restricted stock (1,941 shares) and $72,091 attributable to deferred stock issued in lieu of dividends (681 shares) in 2021. For Mr. Ferraro, $175,000 attributable to the annual grant of deferred stock (1,941 shares) and $38,004 attributable to deferred stock issued in lieu of dividends (359 shares) in 2021. For Mr. Gipson, $175,000 attributable to the annual grant of deferred stock (1,941 shares), $115,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (1,086 shares) and $5,081 attributable to deferred stock issued in lieu of dividends (48 shares) in 2021. For Ms. Hemingway Hall, $175,000 attributable to the annual grant of deferred stock (1,941 shares) and $11,433 attributable to deferred stock issued in lieu of dividends (108 shares) in 2021. For Ms. Howard, $175,000 attributable to the annual grant of deferred stock (1,941 shares), and $37,051 attributable to deferred stock issued in lieu of dividends (350 shares) in 2021. For Mr. Payne, $175,000 attributable to the annual grant of deferred stock (1,941 shares) and $19,584 attributable to deferred stock issued in lieu of dividends (185 shares) in 2021. For Mr. Read, $175,000 attributable to the annual grant of deferred stock (1,941 shares) and $19,584 attributable to deferred stock issued in lieu of dividends (185 shares) in 2021. For Ms. Sartain, $175,000 attributable to the annual grant of restricted stock (1,941 shares) in 2021. For Mr. Van Handel, $175,000 attributable to the annual grant of deferred stock (1,941 shares) and $16,091 attributable to deferred stock issued in lieu of dividends (152 shares) in 2021. The aggregate number of shares of deferred stock held by each of the non-employee directors can be found in Footnote 1 of the Beneficial Ownership of Directors and Executive Officers table on page 71. All such shares of deferred stock were fully vested as of December 31, 2021. All shares of restricted stock granted to the non-employee directors in 2021 were fully vested as of December 31, 2021. 11 2022 Proxy Statement Non-Employee Director Stock Ownership Guidelines The governance and sustainability committee believes that non-employee directors should hold a meaningful stake in ManpowerGroup to align their economic interests with those of the shareholders. To that end, the board of directors has adopted stock ownership guidelines for non-employee directors and reviews them on an annual basis. For all directors appointed prior to November 12, 2021, the total share ownership guideline is equal in value to $450,000. In 2021, the board of directors reviewed the stock ownership guidelines and determined to adjust guidelines to further align with best practice. Under the new stock ownership guidelines, for any non-employee director appointed after November 12, 2021, the share ownership guideline is five times the annual cash retainer in effect when the director joins the board of directors. The committee considers vested deferred stock and common stock in determining targeted ownership levels. The following table details each non-employee director’s stock ownership relative to the stock ownership guidelines: DIRECTOR    TARGET NUMBER OF SHARES (#)(1)      NUMBER OF SHARES HELD(#)(2)      VALUE OF SHARES ($)(3)      TARGET DATE TO SATISFY GUIDELINES(4) Gina R. Boswell      6,601        8,932        974,392      Jean-Philippe Courtois      4,990        2,085        227,453      December 14, 2024 William Downe      6,601        53,487        5,834,897      John F. Ferraro      5,894        15,483        1,689,040      William P. Gipson      4,990        3,171        345,924      December 14, 2024 Patricia Hemingway Hall      6,601        14,685        1,601,987      Julie M. Howard      5,064        15,089        1,646,059      Ulice Payne, Jr.      6,601        14,426        1,573,732      Paul Read      6,601        13,318        1,452,861      Elizabeth P. Sartain      6,601        24,171        2,636,814      Michael J. Van Handel      3,568        16,285        1,776,531      (1) All of the directors joined the board of directors prior to November 12, 2021. Therefore, target shares are based on target value ($450,000) divided by the closing stock price on December 31, 2014 of $68.17 for non-employee directors in office as of January 1, 2015. For non-employee directors appointed between January 1, 2015 and November 12, 2021 target shares are based on target value ($450,000) divided by the closing price of the Company’s common stock on the last business day of the month during which the director was first appointed to the Board of Directors. (2) Represents the number of shares held as of the record date, February 25, 2022 as follows: For Ms. Boswell, 8,932 shares of common stock. For Mr. Courtois, 2,085 shares of vested deferred stock. For Mr. Downe, 24,202 shares of common stock and 29,285 shares of vested deferred stock. For Mr. Ferraro, 15,483 shares of vested deferred stock. For Mr. Gipson, 3,171 shares of vested deferred stock. For Ms. Hemingway Hall, 10,027 shares of common stock and 4,658 shares of vested deferred stock. For Ms. Howard, 4,085 shares of common stock and 11,004 shares of vested deferred stock. For Mr. Payne, 9,132 shares of common stock and 5,294 shares of vested deferred stock. For Mr. Read, 8,024 shares of common stock and 5,294 shares of vested deferred stock. For Ms. Sartain, 24,171 shares of common stock. For Mr. Van Handel, 12,395 shares of common stock and 3,890 shares of vested deferred stock. (3) Based on price per share of ManpowerGroup common stock on February 25, 2022 of $109.09. (4) Under the current policy, non-employee directors have four years from the date of his or her appointment to attain targeted ownership levels. Any non-employee directors joining the board after November 12, 2021 will have five years from the date of his or her appointment to attain targeted ownership levels. We Prohibit Non-Employee Directors from Hedging, Pledging and Short-selling Our Securities Under ManpowerGroup’s Insider Trading Policy, non-employee directors are prohibited from engaging in short sales or hedging transactions involving ManpowerGroup securities, including forward sale or purchase contracts, equity swaps or exchange funds. Non-employee directors are also prohibited from engaging in puts, calls or other options or derivative instruments involving ManpowerGroup securities. Further, we do not allow non-employee directors to pledge ManpowerGroup securities at any time, which includes having ManpowerGroup stock in a margin account or using ManpowerGroup stock as collateral for a loan. 12 2022 Proxy Statement Board Leadership Structure Board Leadership Structure Chairman of the Board – Jonas Prising Under ManpowerGroup’s bylaws and in accordance with the Company’s corporate governance guidelines, the board of directors can choose whether the roles of chairman and chief executive officer should be combined or separated, based on what it believes is best for the Company and its shareholders at a given point in time. Jonas Prising has been chairman of the board of directors since December 31, 2015. The board of directors has evaluated the Company’s leadership structure and determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, serves the best interests of ManpowerGroup and its shareholders. The board of directors believes that in light of Mr. Prising’s extensive knowledge of ManpowerGroup and its industry, gained through his tenure with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company. Lead Director – William Downe The board of directors has selected Mr. Downe, retired CEO of BMO Financial Group, to serve as lead director. Our corporate governance guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the board of directors will designate one of the independent directors to serve as the lead director. The lead director helps ensure that there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important. Our corporate governance guidelines contemplate that the lead director will be appointed annually and that he or she should be willing to serve for at least three years in such capacity. The board of directors believes having a lead director serving continuous terms provides greater continuity to the role, enhances board leadership and performance and facilitates effective oversight of the performance of senior management. Mr. Downe has served as lead director since May 2017, and at a board meeting in February 2019,2022, the board of directorsre-appointed Mr. Downe to serve as lead director for another year. The lead director’s duties include the following:   •  Preside at executive sessions of thenon-employee directors;   •  Preside at all other meetings of directors where the chairman of the board is not present;   •  Serve as liaison between the chairman of the board and 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;   •  If requested by major shareholders, ensure that he or she is available for consultation and direct communication; and   •  Perform such other duties as the board may delegate from time to time.   17 |ManpowerGroup 13 2022 Proxy Statement Board Oversight Our board of directors and its committees work closely with management to provide oversight, review, and counsel related to long-term strategy, opportunities and risks. In particular, the board oversees business affairs and integrity, works with management to determine our mission and long-term strategy, oversees enterprise risk management, performs the annual CEO evaluation, oversees CEO succession planning, and oversees internal control over financial reporting and external audit. The board looks to the expertise of its committees to provide strategic oversight in their areas of focus. Examples of oversight areas are provided below. Strategy Led by the CEO, the Company’s executive management drives our strategy and operations and works to develop and execute business strategy, foster our desired culture, establish accountability, and control risk. Management also aligns our structure, operations, people, policies, and compliance efforts to our mission and strategy. Overseeing management’s development and execution of the Company’s strategy is one of the board’s primary responsibilities. The board works closely with executive management to respond to a dynamically changing business environment. Executive management and other leaders from across the Company provide business and strategy updates to our board quarterly, and the board participates in an annual strategy meeting with management. At meetings throughout the year, the board also assesses the strategic alignment of the Company’s budget and capital plan and strategic acquisition process. Risk 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, each of which assists the board in overseeing a part of the Company’s overall risk management. The committees of the board oversee specific areas of the Company’s risk management as described below: Audit Committee The audit committee is responsible for assisting the board of directors with its oversight of the performance of the Company’s risk management functions including: Reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management; Receiving, reviewing and discussing with management reports on cybersecurity and data privacy risk; Receiving, reviewing and discussing with management reports on other risk topics as the committee or management deems appropriate from time to time; and Reporting to the board of directors on its activities in this oversight role. People, Culture and Compensation Committee The people, culture and compensation committee reviews and discusses with management the Company’s compensation policies and practices, and the assessment of certain risks, including whether any risks arising from the Company’s compensation policies and practices related to its people are reasonably likely to have a material adverse effect on the Company. Governance and Sustainability Committee The governance and sustainability committee evaluates the overall effectiveness of the board of directors, including its focus on the most critical issues and risks. As part of this oversight, the committees engage in reviews and discussions with management (and others if considered appropriate) as necessary to be reasonably assured that the Company’s risk management processes (1) are adequate to identify the material risks that we face in a timely manner, (2) include strategies for the management of risk that are responsive to our risk profile and specific material risk exposure, (3) serve to integrate risk management considerations into business decision-making throughout the Company, and (4) include policies and procedures that are reasonably effective in facilitating the transmission of information with respect to material risks to the senior executives of the Company and each committee.    1. Election of Directors   Board Effectiveness and Evaluation Our board of directors is committed to performing effectively for the benefit of the Company and its shareholders at both the board and committee level. Each year, the 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. Board Oversight of Risk 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 in overseeing a part of the Company’s overall risk management. 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: 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| 1814   2022 Proxy Statement 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. Compensation Consultant 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 committee 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 2018 were $342,680. 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 2018: BOARD OVERSIGHT Environmental, Social and Governance (“ESG”) Matters Corporate responsibility and sustainability are important priorities for the board of directors and the Company. We believe businesses have a responsibility to be a positive contributor to societal change. Our commitment to social responsibility extends to human capital, diversity and inclusion, human rights and fair employment, worker health and safety and climate change. We also see in these commitments additional ways of creating value for our shareholders, that result in benefits to our employees, our customers and society. As part of our enterprise-wide approach to risk management and our strategies for long-term value creation, the board and management monitor long-term risks that may be impacted by environmental, social and governance issues. Additional information about ManpowerGroup’s corporate social responsibility efforts is located in the Proxy Summary under “Social Responsibility” and available on our website at https://manpowergroup.com/sustainability. Prior to 2021, the full board of directors had primary responsibility for oversight of ESG matters with each of the committees supporting the board by addressing specific ESG matters related to their respective areas of oversight. However, as ESG matters continue to increase in significance, in 2021, the board of directors determined oversight of ESG matters should be consolidated with one of its standing committees and delegated the oversight responsibility to the governance and sustainability committee. The governance and sustainability committee regularly meets with the chief sustainability and communications officer to review the effectiveness of management’s strategies, programs and policy implementation with respect to initiatives and programs related to sustainability, corporate culture, human capital management and climate change. In addition, each of the committees continues to address specific ESG matters related to their respective areas of oversight. Independent Compensation Consultant The people, culture and compensation committee has selected Mercer (US) Inc. to advise it on executive compensation matters. Mercer is engaged directly by the committee, and reports to the chair of the committee. Fees are set annually, and are reflected in a one-year statement of work, which sets out the services to be performed by Mercer for the committee during the ensuing year. Mercer’s primary role is to provide objective analysis, advice and information and otherwise to support the committee in the performance of its duties. Mercer’s fees for executive compensation consulting to the committee in 2021 were $398,071. The committee requests information and recommendations from Mercer as it deems appropriate in order to assist it in structuring and evaluating ManpowerGroup’s executive compensation programs and practices. The committee’s decisions about executive compensation, including the specific amounts paid to executive officers, are its own and may reflect factors and considerations other than the information and recommendations provided by Mercer. Mercer’s engagement included the following services for the committee in 2021: Review and recommend the companies used in our peer group; Review guiding principles for executive compensation and recommend areas for modernization;   Evaluate the competitiveness of our total executive compensation and benefits program for the senior executives, including base salary, annual incentive, total cash compensation, long-term incentive awards, total direct compensation, perquisites, retirement benefits and total remuneration against the market;   Assess how well the compensation and benefits programs are aligned with the committee’s stated philosophy to align pay with performance, including analyzing our performance against comparator companies; 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 committee on salary, target incentive opportunities and equity grants as well as on the design and features of our short-term and long-term incentive programs for our senior executives;   Brief the committee on trends 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. 15 2022 Proxy Statement INDEPENDENT COMPENSATION CONSULTANT The committee has reviewed whether the work provided by Mercer raises any conflict of interest. Factors considered by the committee include:   Other services provided to the Company by the consultant;   What percentage of the consultant’s total revenue is made up of fees from the Company;   Policies or procedures of the consultant that are designed to prevent a conflict of interest;   Any business or personal relationships between individual consultants involved in the engagement and committee members;   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 personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on its review, the committee does not believe that Mercer has a conflict of interest with respect to the work performed by the Company or the committee in 2018. Any shares of the Company’s stock owned by individual consultants involved in the engagement; and Any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on its review, the committee does not believe that Mercer has a conflict of interest with respect to the work performed by the Company or the committee in 2021. The committee has also evaluated the independence of Mercer pursuant to the rules of the Securities and Exchange Commission and the New York Stock Exchange and no relationships were identified that would impact Mercer’s independence. Ultimately, the consultant provides recommendations and advice to the committee in an executive session where management is not present, which is when critical pay decisions are made. This approach protects the committee’s ability to receive objective advice from the consultant so that the committee may make independent decisions about executive pay. Besides Mercer’s involvement with the committee, it and its affiliates also provide other non-executive compensation services to us. These services are approved by management who oversee the specific areas of business for which the services are provided. The total amount paid for these other services provided in 2021 was $331,693. These services included actuarial and pension reporting services and insurance services. The majority of these services are provided not by Mercer itself, but by other companies owned by Marsh & McLennan, the parent company of Mercer, which therefore are considered affiliates even though they operate independently of Mercer. The committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer), did not raise any conflicts of interest. The committee believes the advice it receives from the individual executive compensation consultants is objective and not influenced by Mercer’s or its affiliates’ other relationships with us because of the procedures Mercer and the committee have in place, including the following: The consultants receive no incentive or other compensation based on the fees charged to us for other services provided by Mercer or any of its affiliates; The consultants are not responsible for selling other Mercer or affiliate services to us; Mercer’s professional standards prohibit an individual consultant from considering any other relationships Mercer or any of its affiliates may have with us in rendering his or her advice and recommendations; and The committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants. 16 2022 Proxy Statement Board Independence and Related Party Transactions The board of directors has adopted categorical standards for relationships deemed not to impair independence of non-employee directors to assist it in making determinations of independence. The categorical standards are included in our Corporate Governance Guidelines and are available on ManpowerGroup’s website at https://investor.manpowergroup.com/governance. As required under the Corporate Governance Guidelines, our board of directors reviews and determines the independence of all directors on an annual basis. In making its independence determinations, the governance and sustainability committee evaluates the various commercial and employment transactions and relationships known to the committee that exist between ManpowerGroup and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated. The governance and sustainability committee also reviews any other relevant facts and circumstances regarding the nature of these relationships to determine whether other factors, regardless of the categorical standards, might compromise a director’s independence. The board of directors has determined that eleven of the current directors of ManpowerGroup are independent under the listing standards of the New York Stock Exchange after taking into account the categorical standards. Certain of our directors serve as directors, and are officers or former officers, of companies that have engaged ManpowerGroup to provide services, all of which such relationships fall within the categorial standards. Mr. Prising does not qualify as independent under the listing rules of the New York Stock Exchange because he is currently an executive officer. The governance and sustainability committee will evaluate eligible shareholder-nominated candidates for election to the board of directors in accordance with the procedures described in ManpowerGroup’s bylaws and in accordance with the guidelines and considerations relating to the selection of candidates for membership on the board of directors described under the heading “Composition and Qualifications of Board Members.” ManpowerGroup does not have a policy regarding board members’ attendance at the annual meeting of shareholders. All of the directors attended the 2021 annual meeting of shareholders. Communicating With Our Board Any interested parties, including shareholders, may submit their communication to our Secretary, who will determine when communications and concerns will be forwarded to the Board, our independent directors as a group or our independent Lead Director. Communications received in writing are forwarded to the Board, committee, or to any individual director or directors to whom the communication is directed, unless the communication does not reasonably relate to the Company or its business, or is similarly inappropriate. Such communications must be submitted to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212. Concerns about possible violations of our Code of Business Conduct and Ethics (the “Code”) should be reported as outlined in the Code, which is available on our website at https://investor.manpowergroup.com/governance. 17 2022 Proxy Statement Meetings and Committees of the Board The board of directors has standing audit, people, culture and compensation, and governance and sustainability committees. The board of directors has adopted written charters for these committees, which are available on ManpowerGroup’s web site at http://investor.manpowergroup.com/governance. AUDIT COMMITTEE NUMBER OF MEETINGS IN 2021: 5       Paul Read Chair The board of directors has determined that each member of the audit committee meets the financial literacy and independence requirements of the SEC and New York Stock Exchange, as applicable, and that Ms. Boswell, Mr. Ferraro and Mr. Read are each an “audit committee financial expert” as defined under the applicable rules of the SEC. Under the Company’s corporate governance guidelines, no member of the audit committee may serve on the audit committee of more than three public companies, including ManpowerGroup. No member of the audit committee currently serves on the audit committee of more than three public companies, including ManpowerGroup. The functions of this committee are to: •  appoint the independent auditors for the annual audit and approve the fee arrangements with the independent auditors; •  monitor the independence, qualifications and performance of the independent auditors; •  review the planned scope of the annual audit; •  review the financial statements to be included in our quarterly reports on Form 10-Q and our annual report on Form 10-K, and our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of those reports; •  review compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002; •  review our financial reporting processes and internal controls and any significant audit adjustments proposed by the independent auditors; •  make a recommendation to the board of directors regarding inclusion of the audited financial statements in our annual report on Form 10-K; •  review recommendations, if any, by the independent auditors resulting from the audit to ensure that appropriate actions are taken by management; •  review and discuss with the independent auditors any critical audit matter (“CAM”) addressed in the audit and disclosures that relate to each CAM; •  review matters of disagreement, if any, between management and the independent auditors; •  periodically review our Policy Regarding the Retention of Former Employees of Independent Auditors; •  oversee compliance with our Independent Auditor Services Policy; •  meet privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls and other finance related matters; •  meet privately with management to review the competence, performance and independence of the independent auditors; •  monitor our internal audit department, including our internal audit plan; •  review guidelines and policies regarding compliance by our employees with our code of business conduct and ethics, including the anti-corruption policy; •  review procedures for receipt, retention and treatment of, and the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters; •  assist the board of directors with its oversight of the performance of the Company’s risk management function, including meeting periodically with the chief technology officer regarding the Company’s information technology and receiving periodic updates on the Company’s cybersecurity program; •  review current tax matters affecting us; •  periodically discuss with management our risk management framework; •  periodically discuss with the Company’s general counsel and chief compliance officer any significant legal, compliance or regulatory matters that may have a material impact on the Company’s business, financial statements or compliance policies; •  monitor any litigation involving ManpowerGroup that may have a material financial impact on ManpowerGroup or that relates to matters entrusted to the audit committee; and •  approve the retention, compensation and termination of outside legal, accounting and other such advisors to the committee. Members: Gina R. Boswell Jean-Philippe Courtois John F. Ferraro Patricia Hemingway Hall Ulice Payne, Jr. In addition, the charter of the audit committee provides that the audit committee shall review and approve all related party transactions that are material to ManpowerGroup’s financial statements or that otherwise require disclosure to ManpowerGroup’s shareholders, provided that the audit committee shall not be responsible for reviewing and approving related party transactions that are reviewed and approved by the board of directors or another committee of the board of directors. The audit committee did not take action by written consent during 2021. 18 2022 Proxy Statement MEETINGS AND COMMITTEES OF THE BOARD PEOPLE, CULTURE AND COMPENSATION COMMITTEE NUMBER OF MEETINGS IN 2021: 7      Elizabeth P. Sartain Chair Each member of the people, culture and compensation committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange. In 2021, the executive compensation and human resources committee changed its name to the people, culture and compensation committee in light of its evolving areas of focus and responsibilities. The functions of this committee are to: •  review and approve the Company’s general compensation philosophies and principles; •  establish the compensation of the chief executive officer of ManpowerGroup, subject to ratification by the independent members of the board of directors; •  approve the compensation, based on the recommendations of the chief executive officer of ManpowerGroup, of any president and the chief financial officer, and certain other senior executives of ManpowerGroup; •  establish officer stock ownership guidelines and monitor compliance with such guidelines; •  determine the terms of any agreements concerning employment, compensation or employment termination, as well as monitor the application of ManpowerGroup’s retirement and other fringe benefit plans, with respect to the individuals listed above; •  monitor the professional development of ManpowerGroup’s key executive officers; •  review succession plans for the chief executive officer of ManpowerGroup, of any president and the chief financial officer and certain other senior executives of ManpowerGroup; •  administer ManpowerGroup’s equity incentive plans and employee stock purchase plans and oversee ManpowerGroup’s employee retirement and welfare plans; •  administer ManpowerGroup’s annual incentive plan; •  oversee the administration of the Company’s clawback policy; •  review and recommend the “Compensation Discussion and Analysis” to be included in our annual proxy statement; •  discuss with management reports regarding the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function; •  approve the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and have oversight of their work; •  consider the independence of any outside compensation consultant, independent legal advisor or other advisor to the committee; •  monitor the Company’s policies, objectives and programs related to diversity and inclusion and review the Company’s performance in light of appropriate measures; and •  review the results of any advisory shareholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes. Members: William Downe William P. Gipson Julie M. Howard In accordance with the terms of its charter, the people, culture and compensation committee may from time to time delegate authority and assign responsibility with respect to such of its functions to officers of the Company, or to a subcommittee of the committee. The people, culture and compensation committee did not take any action by written consent during 2021. 19 2022 Proxy Statement MEETINGS AND COMMITTEES OF THE BOARD GOVERNANCE AND SUSTAINABILITY COMMITTEE NUMBER OF MEETINGS IN 2021: 4      Patricia Hemingway Hall Chair Each member of the governance and sustainability committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange. In 2021, we updated our nominating and governance committee to address the board’s oversight responsibilities related to the management and performance of ESG issues. In addition to changing the committee name to the governance and sustainability committee, corresponding updates to the committee charter were also made. The functions of this committee are to: •  recommend nominees to stand for election at annual meetings of shareholders, to fill vacancies on the board of directors and to serve on committees of the board of directors; •  establish procedures and assist in identifying candidates for board membership; •  review the qualifications of candidates for board membership, including any candidates nominated by shareholders in accordance with our bylaws; •  periodically review the compensation arrangements in effect for the non-management members of the board of directors and recommend any changes deemed appropriate; •  oversee the annual self-evaluation of the performance of the board of directors and each of its committees and oversee, or ensure another committee oversees, the annual evaluation of the performance of management; •  establish and review, for recommendation to the board of directors, guidelines and policies on the size and composition of the board, the structure, composition and functions of the board committees, and other significant corporate governance principles and procedures; •  review the Board’s leadership structure and recommend any changes deemed appropriate; •  oversee the content and format of our code of business conduct and ethics and recommend any changes as deemed appropriate; •  monitor compliance by the non-management directors with our code of business conduct and ethics; •  review and approve the establishment of any stock ownership guidelines for the non-management directors of the Company and monitor compliance with such guidelines; •  review and make recommendations to the board on proposals related to corporate governance, public policy or sustainability submitted by shareholders; •  oversee and make recommendations to the board regarding ESG matters relevant to the Company’s business, including Company policies, opportunities, reporting and activities; •  develop and periodically review succession plans for the directors; •  periodically review the corporate governance guidelines and recommend any changes as deemed appropriate; •  review and recommend categorical standards for determining non-management director independence consistent with the rules of the New York Stock Exchange and no relationships were identified that would impact Mercer’s independence.other requirements; Ultimately, the consultant provides recommendations •  consider and advicerecommend to the committeeBoard the action to be taken with respect to any resignation tendered by a director with respect to a change 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, itprofessional responsibilities or personal circumstances; 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 2018 was $379,175. These services included 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 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•  approve the retention, compensation based onand termination of any outside independent advisors to the fees charged to us for other services provided by Mercer or any of its affiliates;committee.   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; andMembers: Gina R. Boswell Julie M. Howard Ulice Payne, Jr. Michael J. Van Handel(1)   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   (1) Mr. Van Handel’s appointment to the governance and sustainability committee became effective March 1, 2022. The governance and sustainability committee has from time to time engaged director search firms to assist it in identifying and evaluating potential board candidates. The governance and sustainability committee did not take any action by written consent during 2021.   Beneficial Ownership of Directors and Executive Officers    Beneficial Ownership of Directors and Executive Officers20 Set forth in the table below, as of 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 “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 March 1, 2019 by such persons.         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. 21 |ManpowerGroup 2022 Proxy Statement   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. Board Effectiveness and Evaluation Our board of directors is committed to performing effectively for the benefit of the Company and its shareholders at both the board and committee level. Each year, the governance and sustainability committee oversees the board and committee evaluation process and determines the format and framework for the process. Annual Evaluation Process with an Independent Consultant Since 2018, the governance and sustainability committee has engaged a third-party consultant, experienced in corporate governance matters, to assist with the board and committee evaluation process. The purpose of the annual evaluation process is to ensure that the board continues to operate at a high level, with an opportunity for self-reflection and improvement. Each year, directors are interviewed by the independent third party, and give specific feedback addressing various topics of focus that are determined in advance. Among other items, topics have included board effectiveness, corporate strategy, individual contributions, committee functioning, as well as suggestions to enhance the efficiency and productivity of the board in general. Since 2020, individual director effectiveness has also been included. Directors respond to questions designed to elicit this information, and the independent third party synthesizes the results and comments received during such interviews. These findings are then presented by the independent third party and the chair of the governance and sustainability committee to the full governance and sustainability committee and to the board, followed by a review and discussion by the full board. The chair of the governance and sustainability committee also provides any committee findings to each committee chair, which are used to facilitate discussion during of the committee assessments that also occur annually. The board believes this facilitated process provides additional insight and perspective that it can utilize to further enhance effectiveness, including in areas such as board and committee composition, information flow between management and the board, development of materials for board discussion, focus on corporate strategy and director recruitment.   (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 21   2022 Proxy Statement Compensation Discussion and Analysis   Compensation Discussion and Analysis Table of Contents   Background 24 Executive Summary 24 2021 Results Reflected Business Recovery and Strategic Progress 24 2021 Key Committee Actions 24 Calculation of Financial Metrics 27 CEO Compensation Discussionwas Driven by Company Performance 27 Key Compensation and AnalysisGovernance Policies 29 ManpowerGroup Compensation Principles 30 Say on Pay Vote 31 Shareholder Engagement 31 Compensation Elements 32 Target Total Compensation 35 Market Positioning: 2021 Target Compensation in the Competitive Marketplace 36 TableHow We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group 36 The 2021 Peer Group 36 Changes to the Peer Group for 2022 36 Additional Data Sources 36 Assessing Individual Factors 37 The Committee’s Decision-Making Process 37 Components of Contentsthe 2021 Executive Compensation Program — Base Salary 37 Components of the 2021 Executive Compensation Program — Annual Cash Incentives 37 How EPS, ROIC and Revenue are Calculated 37 Why the Company Uses EPS, ROIC and Revenue Background 39 The 2021 EPS, ROIC and Revenue Goals 39 Annual Incentive Award Opportunities 40 2021 Operating Objectives and Annual Incentive Award Payouts 40 Jonas Prising 40 John T. McGinnis 40 Michelle S. Nettles 41 Richard Buchband 41 Components of the 2021 Executive Compensation Program — Long-Term Incentives 42 Performance Share Units 42 Regular Grant of PSUs in 2021 42 Why the Company Uses Annual Operating Profit Margin and How it Sets Goals 43 Special Grant of PSUs in 2021 44 25     22 2022 Proxy Statement Executive Summary COMPENSATION DISCUSSION AND ANALYSIS Impact of COVID-19 on Performance Share Units 44 Pandemic Had Significant Adverse Impact on PSU Awards Made in 2018, 2019 and 2020 44 Introduction of a Special Grant and Utilization of a One-Year Performance Period 45 Restricted Stock Units 45 Stock Options 45 Career Shares, Retirement and Deferred Compensation Plans 25 2018 Compensation Reflected Challenging Environment in 2018 25 We Continue to Focus on Three Key Performance Metrics 25 Our Executive Pay is Designed to be Variable and Affordable 27 CEO Compensation Declined in 2018, in Alignment withPay-For-Performance Principles 27 Realizable Pay for our CEO Declined Significantly in 2018 28 Our Business is Impacted by Global Macroeconomic Forces, Business Cycles and Complexity 28 We Utilize a Broad Group of Comparators for Compensation 28 Key Compensation and Governance Policies 29 ManpowerGroup Compensation Principles 30 Say on Pay Vote 31 Shareholder Engagement 31 Compensation Elements 32 Pay for Results 34 Target Total Compensation 35 Balancing Short- and Long-Term Compensation 36 Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market 37 How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group 37 Assessing Individual Factors 38 The Committee’s Decision-Making Process 38 Annual Incentive Plan 39 Setting Annual Incentive Goals and Equity Awards for Mr. Prising 39 Setting Annual Incentive Goals and Equity Awards for Messrs. McGinnis, Chandrashekar, Buchband, Green and Ms. Swan 39 Components of the 2018 Executive Compensation Program  — Base Salary 40 Components of the 2018 Executive Compensation Program  — Annual Cash Incentives 40 How the Committee Sets Underlying Goals for EPS and ROIC 40 Why the Company Uses EPS and ROIC 41 The Committee Also Uses AOUP for Certain NEOs 42 Annual Incentive Award Opportunities by NEO 42 Jonas Prising — Annual Incentive Award Opportunities 42 John T. McGinnis — Annual Incentive Award Opportunities 43 Ram Chandrashekar — Annual Incentive Award Opportunities 43 Mara E. Swan — Annual Incentive Award Opportunities 44 Richard Buchband — Annual Incentive Award Opportunities 44 Darryl Green — Annual Incentive Award Opportunities      45              Other Benefits 45   23 |ManpowerGroup   Compensation Discussion and Analysis Severance Agreements Components 46 Governance Features of Our Executive Compensation Programs 46 We Have Stock Ownership Guidelines for Executive Officers 46 We Have a Clawback Policy 46 We Prohibit Hedging, Pledging and Short-Sale Transactions 47 Other Material Tax Implications of the 2018 Executive Compensation Program  — Long-Term Incentives 46 Performance Share Units 46 Why the Company Uses Annual Operating Profit Margin and How it Sets Goals 46 Shares Earned for the 2016-2018 Performance Period 47 Changes for 2019 47 Stock Options 47 Restricted Stock Units      47              Career Shares, Retirement and Deferred Compensation Plans 47 Other Benefits 48 Consulting Agreement with Mr. Green 48 We Provide Limited Expatriate Benefits 48 Severance Agreements 48 Governance Features of our Executive Compensation Programs 49 We Have Stock Ownership Guidelines for Executive Officers 49 We Have a Clawback Policy 49 We Prohibit Hedging, Pledging and Short-Sale Transactions 49 Realizable Pay in 2018 50 Supplemental Table of CEO Realizable Compensation 50 Other Material Tax Implications of the Executive Compensation Program 51   2019 Proxy Statement| 24 23   2022 Proxy Statement Compensation Discussion and Analysis   COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Background This compensation discussion and analysis (“CD&A”) describes ManpowerGroup’s executive compensation program for our executive officers for whom disclosure is required under the rules of the Securities and Exchange Commission (“SEC”). We refer to this group of executives as our named executive officers (“NEOs”).   BackgroundNAME This compensation discussion and analysis (“CD&A”) describes ManpowerGroup’s executive compensation program for our executive officers for whom disclosure is required under the rules of the Securities and Exchange Commission (“SEC”). We refer to this group of executives as our named executive officers (“NEOs”). ManpowerGroup’s NEOs for the year ended December 31, 2018 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, 2018. As required under SEC rules, our NEOs also include our former Chief Operating Officer, who retired from the role effective August 31, 2018. Our NEOs are listed below with their titles as of December 31, 2018: TITLE Jonas Prising — Chairman and Chief Executive Officer John T. McGinnis — Executive Vice President and CFOChief Financial Officer Michelle S. Nettles Ram Chandrashekar — Executive Vice President, Operational Excellence Chief People and IT, and President, Asia Pacific Middle East (1) Mara E. Swan — Executive Vice President, Global Strategy and Talent Culture Officer Richard Buchband — Senior Vice President, General Counsel and Secretary Darryl Green — Former President and Chief Operating Officer(2) Executive Summary 2021 Results Reflected Business Recovery and Strategic Progress Our executive compensation programs are designed to reward performance, and our results were positive when measured against the performance targets established by the People, Culture and Compensation Committee (formerly the Executive Compensation and Human Resources Committee, and referred to here as the “Committee”). During 2021, we significantly increased revenues and profitability when compared to the prior year, exceeding the key financial targets set by the Committee. We also accomplished significant strategic objectives, including the enhancement of our Experis business through the acquisition of ettain group during the fourth quarter. We continued to make important investments in our technology infrastructure and progressed our Digitization, Diversification and Innovation initiative, in order to position the Company for long-term profitable growth. Finally, we re-affirmed our focus on our people and our corporate culture, and advanced our long-term commitment to ESG goals as demonstrated in our Working to Change the World Plan. While the impact of COVID-19 continued to present challenges and uncertainty, our executive team was able to execute effectively in a fluid environment. We reported nearly $21 billion in revenue, with significant improvement in Earnings Per share (“EPS”) and Return on Invested Capital (“ROIC”). We reported significantly improved results in most of our major markets, and continued our progression toward pre-pandemic performance levels. Once again, we enjoyed strong cash flow, which enabled us to increase our dividend, and to continue our return of cash to shareholders. Leadership also progressed our objective of rebalancing our operations toward more profitable businesses, including the acquisition of ettain group, and the disposition of smaller country operations with less favorable returns. 2021 Key Committee Actions During this time, the Committee adhered to its guiding principles, including its commitment to being market competitive in executive compensation and aligning pay with performance. The Committee took a number of important actions during 2021 to enhance the executive compensation program, including: Set financial goals for 2021 short-term compensation that reflected the changed economic environment, and that increased the weighting of individual executive key performance indicators (“KPIs”).   (1) Effective January 1, 2019, Mr. Chandrashekar relinquished his role as President, Asia Pacific Middle East. He continues as our Executive Vice President, Operational Excellence, Technology and Transformation. Modernized its compensation philosophy to better reflect the Company’s values. Made no adjustments to short-term or long-term financial metrics that had been set in early 2020, before the onset of the pandemic. 24 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Given the difficulty setting long-term performance targets in light of pandemic-era uncertainty, shortened the financial performance period to one year for the 2021 annual grant of Performance Share Units (“PSUs”) (but preserved the three-year vesting period and KPI modifier period). Returned to a three-year performance period for the 2022 annual grant. For PSU awards starting in 2021, reduced the threshold payout level from 50% to 0%. Additionally, the Committee made several changes that will impact executive compensation in 2022 and beyond, including the development of a new compensation peer group and the elimination of stock options as an element of executive pay. As previously reported, the onset of the pandemic in early 2020 disrupted the Committee’s normal target-setting process, making the performance targets set in February 2020 for the 2020-2022 PSU cycle obsolete shortly after their adoption. The Committee elected not to modify or adjust the awards that had been granted in 2020, even though the ultimate financial targets appeared unachievable throughout 2020 based on the COVID-impaired performance of the Company. Instead, the Committee took action in February 2021 and, recognizing the importance of proper incentivization for the executive team for the remainder of the 2020-2022 PSU cycle, made a one-time special PSU grant in February 2021 with a two-year performance and vesting period. This grant reflected more achievable operating profit margin targets for 2021 and 2022, the remaining two years of the 2020 grant cycle, and was sized at approximately two-thirds of the 2020 PSU grant value. It is referred to in this CD&A as the 2021 Special Grant. Annual Incentive Payouts for 2021 Consistent with prior years, the Committee set key financial performance metrics in mid-February 2021, as summarized below. •  EPS – Designed to focus our executives on producing financial results that align with shareholder interest. We consider this metric a critical measure of executive performance. •  ROIC – Even though we operate in the services industry, our business is capital intensive. We must pay our associates and consultants before we typically bill and collect from our clients. ROIC measures how efficiently we are converting our services into cash. •  Revenue – We believe Revenue is a key metric as it keeps executives focused on top-line growth, in addition to profitability. Additionally, the Committee set KPIs for executives based on individual operating objectives. The financial metrics were achieved at the outstanding levels for EPS, ROIC and Revenue, and these, combined with individual KPIs, were used to determine the individual payouts for the NEOs.   (2) Mr. Green retired from his role as President and Chief Operating Officer of the Company on August 31, 2018 and remained an employee of the Company until October 1, 2018. Executive SummaryLong-Term Incentive Payouts for 2021 2018 Compensation Reflected Challenging Environment The pandemic has had a significant adverse impact on our profit margins. This resulted in 2018 Our executive compensation programs are designed to reward performance. Our results are highly dependent on labor market conditions, business cycles and other macroeconomic forces. During 2018 we experienced a softeningsizeable decline in the economic environment in which our revenue growth, 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 uncertainty, we will see declines in our revenue, or its rate of growth, and this occurred during the second half of 2018. We will also typically experience decreasing profit margins during such periods. Our consolidated revenues were up 2.5% in constant currency 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 in2020 and 2021, significantly below the level of the preceding years. •  PSUs represent the largest component of performance pay for our NEOs. There, our key performance metric is OPMP, which measures 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, and it is the prior two years. cornerstone of our long-term incentive plan. This not only reducedlevel of OPMP performance in 2020 and 2021, when measured against the OPMP benchmarks set by the Committee in February 2019, resulted in a payout percentage for the three-yearPSU awards for the 2019-2021 performance periodcycle that beganwas only slightly above the threshold level. The significant reduction in 2016 and ended in 2018, butOPMP will likewisealso continue to have an adverse impact on outstanding PSU awards granted before the payout percentage for previously granted performance share unit awards covering 2017-2019 and 2018-2020. 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.pandemic.   • 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.   25 |ManpowerGroup 25 2022 Proxy Statement   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. COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY   • 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 2018, were as follows: Annual Incentive Plan Metrics (2021)   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,Performance under the financial targets in the Annual Incentive Plan was at the outstanding level. For 2021, the Committee also setsincreased individual operating objectivesKPIs to a 30% weighting from 20%. The resulting AIP payout ranged from 174% to 178% of target for each executive officer.the NEOs. When it adopted financial targets at PSU Performance Metric — Operating Profit Margin Percent (2019 - 2021 performance cycle) The average OPMP for the beginning of2019-2021 performance cycle was 2.85%. The 2019 grant cycle was the 2018 performance year,first time the Committee determined that certain items should be excluded from our performance metricswas eligible 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. Our Executive Pay is Designed to be Variable and Affordable 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 executive officers is closely aligned with our results, and their compensation varies year-over-yearincrease or decrease this result based on whether they have achieved collective and individualstrategic performance goals set by our Committee. This also reflects our philosophyindicators. It elected not to apply a multiplier resulting in a payout percentage 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 underperform and make it less affordable for the Company. 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%63% 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 %      27 |ManpowerGroup 26 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Calculation of Financial Metrics One of our principles is that NEO compensation should reward for the underlying performance of our business. As is our practice, the Committee, in adopting financial targets at the beginning of the 2021 performance year, determined that certain items should be excluded from our performance metrics: Constant Currency. We eliminate the impact of changes in exchange rates for EPS, ROIC and Revenue. This allows us to better capture year-over-year changes in underlying performance. Share Repurchases. We remove the benefit of share repurchases from our EPS calculation except to the extent necessary to offset dilution resulting from shares issued under our equity plans. Restructuring Costs. We exclude restructuring costs from our EPS, ROIC and 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, ROIC and OPMP calculations. This, too, better reflects the Company’s performance for the year. Other Non-Recurring Items. We exclude from EPS and OPMP certain items and any non-recurring accrual adjustments greater than $10 million. As explained above, excluding these items 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 2021:     AS REPORTED     IMPACT OF CONSTANT CURRENCY     IMPACT OF SHARE REPURCHASES     RESTRUCTURING COSTS     GOODWILL IMPAIRMENT     OTHER NON- RECURRING ITEMS(1)     AS CALCULATED UNDER COMPENSATION PLANS   EPS   $ 6.91     $ (0.17 )    $ (0.13 )    $ 0.20       n/a     $ 0.07     $ 6.88   ROIC     14.2 %      (0.3 )%      n/a       0.3 %      n/a       0.2 %      14.4 %  Revenue (in billions)   $ 20.7     $ (0.5 )      n/a       n/a       n/a     $ 0.0     $ 20.2   OPMP     2.82 %      n/a       n/a       0.07 %      n/a       0.08 %      2.97 %  (1) The EPS, ROIC, Revenue and OPMP metrics exclude the acquisition of ettain group in the fourth quarter of 2021, along with related transaction and integration costs associated with the acquisition. The total impact of this acquisition resulted in a net increase to EPS of $0.09, ROIC of 0.2%, OPMP of 0.03% and a decrease in Revenue of $0.2B. Other non-recurring adjustments also includes an increase to EPS of $0.14, ROIC of 0.3%, OPMP of 0.06% and Revenue of $0.01B related to lost business due to the legislative changes in Mexico, a decrease in EPS of $0.16 and ROIC of 0.03% due to settlement of a pension plan in Germany and an increase in Revenue of $0.1B in constant currency related to the exit of a low margin arrangement in Australia. CEO Compensation was Driven by Company Performance We remain committed to performance-based compensation. Approximately 75% of Mr. Prising’s 2021 target compensation (excluding the 2021 Special Grant) was tied to Company performance and 91% of his total pay was variable. Including the 2021 Special Grant, these percentages were 81% and 93%, respectively. The discussion below highlights each component of Mr. Prising’s compensation in 2021. Base Salary: The Committee determined to keep Mr. Prising’s base salary for 2021 at $1,250,000. Mr. Prising’s base salary has been unchanged since 2017, with the exception of the temporary reduction in 2020 due to COVID.    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 the 3-year27 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. Realizable Pay for Our CEO Declined Significantly in 2018 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 our revenue from outside the United States, with the largest portions coming from our operating segments in Southern Europe (43%), Northern Europe (24%) and Asia Pacific Middle East (13%). Our business is truly global in nature and complexity. Through our global network including approximately 2,600 offices in 80 countries and territories, we serve global, multinational and local clients across multiple industry segments and provide a broad range of workforce solutions including recruitment and assessment, training and development, career management, outsourcing and workforce consulting. We Utilize a Broad Group of Comparators for Compensation 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 $22.0 billion in revenue in 2018, compared to $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 90 companies within the S&P 500. 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’ 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. 20192022 Proxy Statement| 28 Compensation Discussion and Analysis   Key Compensation and Governance Policies 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: 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 COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Annual Cash Incentive: Payout was Approximately 174% of Target. All of the financial metrics set by the Committee for the 2021 annual incentive were at the outstanding level, as shown below. In light of this, and the Committee’s assessment of Mr. Prising’s achievement of individual operating objectives as CEO, his annual cash incentive payout was 173.8% of target.      2021 ACTUAL PAYOUT $        % COMPARED TO TARGET   EPS Goal      1,000,000          200.0 %  ROIC Goal      1,000,000          200.0 %  Revenue Goal      800,000          200.0 %  Operating Objectives      675,000          112.5 %  Total      3,475,000          173.8 %  Long-Term Equity Awards. In 2021, Mr. Prising received three types of long-term equity grants as part of his regular compensation: Approximately 43% comprised a “regular” annual grant of PSUs that will vest over three years. The Committee set a one-year performance period of 2021 for these grants, given the unique pandemic-related challenges in setting three years of meaningful OPMP goals at the time this grant was made in February 2021. However, application of the KPI modifier and vesting will be on a three-year timeframe. Approximately 29% comprised the one-time 2021 Special Grant of PSUs that will vest over two years. As noted above, the 2021 Special Grant was made in recognition that the Committee’s annual grants made in February 2020 featured three-year OPMP targets that were obsolete weeks after their adoption following the onset of the pandemic. The 2021 Special Grant is based on average OPMP for 2021 and 2022. Approximately 14% were stock options that vest over a four-year period. Approximately 14% were restricted stock units (“RSUs”) that cliff vest in full after three years. 28 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Key Compensation and Governance Policies 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: What We Do We tie executive pay to performance. We set challenging performance objectives that align with company performance. We appropriately balance short-term and long-term incentives. We have caps on the potential payouts under the PSU grants and our annual incentive program. We use double triggers in our severance agreements and our equity awards. We maintain significant stock ownership guidelines for our NEOs. We have a clawback policy for our cash incentive and equity awards. The Committee engages an independent compensation consultant. We use appropriate peer groups when establishing compensation which the Committee devotes considerable effort in re-evaluating on an annual basis. We regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation. What We Don’t Do 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, with fluctuations in stock price that are often de-coupled from the fundamentals of our business. We do not provide tax gross up payments for any amounts considered excess parachute payments. We do not pay dividends or dividend equivalents prior to vesting. 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 do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction. We do not allow hedging or pledging of ManpowerGroup stock. We do not provide excessive perquisites to our NEOs or provide tax gross up payments.   29 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS ManpowerGroup Compensation Principles The Company’s executive compensation framework is guided by a series of core philosophies and principles, as determined by the Committee. EXECUTIVE COMPENSATION FRAMEWORK CORE PHILOSOPHIES AND PRINCIPLES:  Compensation Discussion and Analysis     1. Aligned to Stakeholders   WE MAINTAIN STRONG COMPENSATION AND CORPORATE GOVERNANCE PRACTICES: Over the years we have continued to enhance our 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 •  Compensation programs align executives’ interests with those of our stakeholders and appropriately balance risk and rewards •  Stakeholder value is created by: –  Sound fiscal management and shareholder value creation –  Attracting and retaining the best talent needed to scale –  Cultivating and enhancing the Company’s brand, purpose, and vision –  Excellent client, employee, candidate, and associate experiences 2. Performance-Focused •  The majority of pay for executives is at-risk and performance-based •  Compensation is designed to motivate the executives to achieve the Company’s annual and long-term strategic goals •  Recognize the cyclical nature of our business, with clearly defined KPIs to drive focus 3. Market-Competitive •  Compensation opportunities are anchored to the competitive market •  Ensure rewards are fair and equitable for each role •  Compensation is differentiated to consider individual value and contribution 4. Transparent and      Relevant •  Compensation programs are clearly communicated and easy to understand •  Programs include metrics that are core to the business and have line of sight for 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. ✓ 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.   ManpowerGroup Compensation Principles 5. Aligned to Our Committee is guided by a series of principles, listed below. Within the framework of these principles, the Committee considers governance trends, the competitive market, corporate, business unit and individual results, and various individual factors. ManpowerGroup’s executive compensation guiding principles are to:Values   • 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. •  Ensure rewards are fair and equitable among internal peers •  Compensation design and administration should align to our values of People, Innovation, and Knowledge   • 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   2022 Proxy Statement 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. COMPENSATION DISCUSSION AND ANALYSIS   • 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 Company. However, identifying our competitive market is a challenge. See page 37for further information regarding our competitive market. • 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. Say on Pay Vote ManpowerGroup held anon-binding shareholder advisory vote at its 2018 Annual Meeting2021 annual meeting of Shareholdersshareholders to approve the compensation of ManpowerGroup’s NEOs, also known as “Say on Pay.” This shareholder resolution was approved by approximately 92%97% of the votes cast. This was the fiftheighth consecutive year we received a saySay on payPay result above 90%, which we believe demonstrates our shareholders’ satisfaction with the alignment of our NEOs’ compensation with the Company’s performance. In some years, this result has been as high as 98%. Accordingly, we have not made significant changes to the compensation program for 2019 in response to this vote. Shareholder Engagement We believe that shareholder engagement is an important part of our governance practices. Over the past four years, we have enhanced our shareholder outreach program, to better understand our investors’ Shareholder Engagement We believe that shareholder engagement is an important part of our governance practices. We have a longstanding shareholder outreach program, to provide our investors an opportunity to share their perspectives on our compensation philosophies and our governance structure, and to answer their questions. These efforts are conducted by members of executive management, and over time have included:   Contacting our top shareholders, representing more than 50% of our shares. Meeting with shareholders representing approximately40% of our shares. Presenting shareholder feedback to the Committee as well as the nominating and governance committee.   31 |ManpowerGroup Conversations with shareholders representing more than 30% of our shares. Presenting shareholder feedback to the Committee as well as the governance and sustainability committee. The Committee evaluates this feedback from our shareholders, as well as our say on pay voting results (97% in 2021), among other factors in developing our executive compensation programs. Similarly, our governance and sustainability committee reviews the feedback concerning our governance practices in developing our governance policies, including our approach to board refreshment. Additionally, our executive management team, primarily through our Chairman and CEO and Executive Vice President and CFO, regularly engage in dialogue with our shareholders through our quarterly earnings calls, investor meetings and conferences, and other channels for communication. 31 2022 Proxy Statement   Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS Compensation Elements The following are the main elements used by ManpowerGroup in its compensation program in 2021 along with key decisions by the Committee related to those elements:   COMPENSATION ELEMENT KEY CHARACTERISTICS OBJECTIVE AND DETERMINATION 2021 DECISIONS Base Salary Fixed compensation for performing the core areas of responsibility. Provide amounts that are competitive in the markets in which we operate. Amounts are reviewed annually and adjusted when appropriate.   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 approachFactors used to board refreshment. Additionally, our executive management team, primarily through our Chairman and CEO and Executive Vice President and CFO, regularly engage in dialogue with our shareholders through our quarterly earnings calls, investor meetings and conferences, and other channels for communication. Compensation Elements The following are the main elements used by ManpowerGroup in its compensation program in 2018 along with key decisions by the Committee related to those elements:determine base salaries:   Compensation Element Key Characteristics Objective and Determination 2018 Decisions Base Salary Fixed compensation for performing the core areas of responsibility in amounts that are competitive in the markets in which we operate. Provide fixed compensation for performing the core areas of responsibility of the NEO. These are reviewed annually and adjusted when appropriate. Factors used to determine base salaries: •  NEO’s experience, skill, and performance. •  The breadth of the NEO’s responsibilities. •  Internal equity among other NEOs. •  Pay relative to market. •  Mr. McGinnis was the only NEO to receive an increase in base salary in 2018. Annual Incentive Award Variable compensation payable in cash based on performance against annually established goals and assessment of individual performance. Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year. Measures used to determine annual incentive for NEOs in 2018: •  The annual incentives for the NEOs were made under the Annual Incentive Plan (“Incentive Plan”). The Incentive Plan provides for the payment of annual cash rewards to a participant based on the Company’s attainment of one or more performance metrics and operating objectives established for that participant for the relevant year. The maximum individual limit in any year under the Incentive Plan is $5 million. •  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 during 2018 had responsibility for an operating unit (i.e. for a geographical region). See page 42 for the definition of AOUP. •  The EPS and ROIC levels achieved werebetween the threshold and target level. •  The AOUP level for Mr. Chandrashekar was at the outstanding level. •  Each of the NEOs received a percentage of their incentive for achieving a specified level of their individual operating objectives. •  See page 40 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 2018-2020 performance period to receive any performance share unit vesting. •  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 2018-2020 performance period, NEOs will not receive more than 100% of the target level payout. •  In 2018, performance share units represented approximately 60% of the total long-term equity incentive grants awarded to all of the NEOs. •  Also in 2018, for the performance share units granted in 2016, the NEOS earned 96% of target performance share units based on the three-year performance period ended December 31, 2018. •  See page 46 for more information. 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. Amount awarded is determined based on job scope, market practice and individual performance. •  Approximately 20% of all of the NEOs’ long-term equity incentive grants in 2018 were in the form of restricted stock units. 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 NEOs long-term equity incentive grants in 2018 were in the form of stock options. 33 |ManpowerGroup   Compensation Discussion and Analysis Compensation Element Key Characteristics Objective and Determination 2018 Decisions Qualified Retirement Plans Generally not available to NEOs. •  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. •  Although we maintain a qualified 401(k) plan in the United States, our NEOs are not eligible to participate (except as described in the following sentence) because of limitations on participation by highly compensated employees under the rules governing such plans. NEOs are eligible to participate only in the first year of their employment (after which they are eligible to participate in the nonqualified savings plan) and in makingcatch-up contributions for individuals over the age of 50. •  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 regard to timing of the payouts of the retirement benefits for nonqualified plans. These benefits are unsecured and subject to risk of forfeiture in bankruptcy. •  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. McGinnis, Ms. Swan and Mr. Buchband participated in the NQSP in 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 an incentive in the form of restricted stock units to attract and retain executives. The Committee considers each year whether to make any such grants and to whom. •  No grants of career shares were made to the NEOs in 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. Pay for Results 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:   Annual Incentive Award:Performance goal ranges for our cash-based annual incentive award were established for Messrs. Prising, McGinnis, Buchband and Green and Ms. Swan for•  The breadth of the performance metrics EPS and ROIC. For Mr. Chandrashekar, performance ranges were established for EPS, ROIC and AOUP, since his responsibilities included an operating unit for 2018. Award opportunities are established for achievement at threshold, target and outstanding levels. Payouts are generally based on actual performance on these metrics as well as the individual operating objectives for each NEO.NEO’s responsibilities. 2019 Proxy Statement| 34 Compensation Discussion and Analysis     Performance Share Units:Approximately 60% of the NEOs’ long-term awards for 2018 were made in the form of performance share 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. For 2018, the Committee again used a three-year performance period (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:Approximately 20% of the NEOs’ long-term awards are made in the form of stock options. The Committee believes stock options provide an important overall longer term incentive for the 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 Target total compensation is the value of the compensation package that is intended•  Pay relative to be delivered based on performance againstpre-established goals. The following chart illustrates for eachmarket. All of the NEOs the composition of his or her target total compensation for 2018 among the various compensation elements: 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 each NEO 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 2018 Target Comp     % Total 2018 Target Comp Variable(2)     % Total 2018 Target 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 2018, as computed in accordance with FASB ASC Topic 718. (2) Includes annual incentive, stock options, performance share units and restricted stock units. (3) Includes annual incentive, stock options and performance share units. Balancing Short- and Long-Term Compensation 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 Compensation 2019 Proxy Statement| 36 Compensation Discussion and Analysis   Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market The Company’s practice is to target compensation outcomes generally to the 50th percentile of compensation paid in the competitive market fortarget results. Our maximum award opportunities foroutstanding results are generally set to approximate the 75th 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. How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group 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 Committeeprimarily utilizes a customized peer group developed by Mercer consisting of companies within the S&P 500. For ManpowerGroup, Mercer has removed companies that are not comparable to us, to arrive at a research subset of 90 companies within the S&P 500 with minimum revenues of approximately $13 billion, maximum revenues of approximately $40 billion, and median revenues of $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 is attached asAppendixA-1. 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 $5.8 billion in 2018 compared to our revenue of $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. The Committee also 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 certain NEO positions. For the CEO, CFO and COO, their positions were only compared to companies within the subset group of the S&P 500. For NEOs with responsibility for leading a business unit, such 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. For Ms. Swan, her position was compared to human resource management executives of companies within the subset group of the S&P 500 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., 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. 37 |ManpowerGroup   Compensation Discussion and Analysis Prior to setting compensation for 2018 for our NEOs, the Committee reviewed the following table which illustrates how the total opportunity at target performance for total direct compensation for 2017 compared to the median compensation of executives in similar positions taken from the primary data source used for that executive. Total Direct Compensation NEO % Variance Median of Competitive Market(1) 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 500. For Mr. Chandrashekar and Ms. Swan, the primary data source was a composite of the peer group subset of the S&P 500 and published surveys. For Mr. Buchband, the primary data source was published surveys. It was observed that Mr. Prising’s and Mr. McGinnis’s target compensation for 2017 fell below the median total direct compensation when benchmarked against survey data for CEOs and CFOs, respectively. The Committee determined that in light of this, adjustments to both Mr. Prising’s and Mr. McGinnis’s total direct compensation would be appropriate.except Mr. Prising received an increase in equity while Mr. McGinnis received an increase in both base salary and equity in 2018. For all other NEOs, the Committee determined their target compensation was within a suitable range of the median. Assessing Individual Factors An individual NEO’s total compensation or any element of compensation may be adjusted upwards or downwards relative to the competitive market based on a subjective consideration of the NEO’s experience, potential, tenure and results (individual and relevant organizational results), 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. The Committee’s Decision-Making Process 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 awards. Generally, the CEO establishes and determines the achievement of the goals and objectives for the annual incentives for the other NEOs, with the Committee making the final determinations. Similarly, the CEO generally recommends to the Committee any salary adjustments, cash incentive awards or equity-based awards for the other NEOs, which are then evaluated and determined by the Committee. Mercer also provided input to the Committee regarding the final 2018 compensation for all of the NEOs. This input reflected the Company’s performance results for 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. McGinnis and Mr. Green, who were our executives at this level. 2021. 2019 Proxy Statement| 38   Compensation Discussion and Analysis   Annual Incentive PlanAward In February 2018, the annual incentive awards for our NEOs were granted Variable compensation payable in cash under the ManpowerGroup Inc. Annual Incentive Plan (the “Incentive(“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 financialperformance against annually established 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 determined by the Committee at the beginning of the year. Depending upon the actual performance of ManpowerGroup for the year as measured against these financial goals, and the assessment of the participant’s performance in achieving the operating objectives, the participant would be paid a cash award following the closeindividual performance. Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year. Measures used to determine annual incentive for NEOs in 2021: •  The performance metrics used to determine annual incentive were EPS, ROIC and Revenue for all NEOs. •  The maximum award that a participant may receive forindividual limit in any year under the Incentive Plan is $5 million. Setting Annual Incentive GoalsThe EPS, ROIC and Equity Awards for Mr. PrisingRevenue levels achieved were at the outstanding level. 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 among Mercer, the CFO and the Executive Vice President, Global Strategy and Talent. The full Committee then reviews and determines the goals and range of award opportunities for achievement •  Each of the goals, including the weightingNEOs received a percentage of each goaltheir incentive for the CEO, subject to ratification by the boardachieving a specified level 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. 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 Committee 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 financial goals have been achieved and based on the CEO’s performance towards each of his annualtheir individual operating objectives. 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 decision-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 management present. Setting Annual Incentive Goals and Equity Awards for Messrs. McGinnis, Chandrashekar, Buchband, Green, and Ms. Swan The process for setting the annual financial goals for the other NEOs also begins with collaboration among Mercer, the CFO and the 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 are used for each NEO, with the same goals as those used for the CEO. The CFO and the Executive Vice President, Global Strategy and Talent recommend the proposed goals and award opportunities for Mr. Chandrashekar’s other objective financial metric, 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. For 2018, Mr. Prising approved the operating objectives for Messrs. McGinnis, Chandrashekar, Buchband and Green and Ms. Swan, which were reviewed by the Committee.   39 |ManpowerGroup 32 2022 Proxy Statement   Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS   COMPENSATION ELEMENT KEY CHARACTERISTICS OBJECTIVE AND DETERMINATION 2021 DECISIONS PSUs Variable compensation payable in shares of stock.   After the close of each year, the Committee reviews and approves an award amount for the annual incentive to each NEOThe PSUs vest based on achievement of a pre-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 NEO’s annual objective financial goals under the Incentive Plan. The CEO determines the amount of any award to eachinterests 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. Green, the Committee approved an incentive for 2018, based on actual results for the year but prorated through the date of his retirement as COO. 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 by the board of directors in the case of the CFO and 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 awardslong-term shareholder value. Target amount awarded is the date the Committee approves the awards. The exercise price for any options granted is the closing price on the date of grant. Components of the 2018 Executive Compensation Program—Base Salary 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 salary. 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. Components of the 2018 Executive Compensation Program—Annual Cash Incentives As explained previously, all of the NEOs participate in the Incentive Plan, which provides for annual incentive compensation awards that are tied to ManpowerGroup’s financial results. The Incentive Plan provides for the payment of annual cash rewards to a participant based on the Company’s attainment of one or more financial goals and operating objectives established for that participant for the relevant year. The incentive amounts are based 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 amount of any annual incentives earned by the NEOs. The financial goals include EPS, ROIC and AOUP, as well as other metrics. The operating objectives are typically tied to broad strategic or operational initiatives. How the Committee Sets Underlying Goals for EPS and ROIC As noted above, the annual 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, 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. The Committee has also determined to exclude the 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 impairment or the benefit of current year share repurchases in excess of dilution. 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 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 planjob scope, market practice and individual performance. Measures used to determine PSUs earned: •  A threshold level of average OPMP must be achieved during the annual incentives earned byperformance period to receive any PSU vesting. •  For the other NEOs are determined“regular” PSU grants in 2021, the performance period is 2021-2023, which includes a similar way, taking into considerationone-year OPMP goal (2021), with two years of additional time-vesting and a 3-year KPI modifier assessment (see below). •  For the economic conditions and expected financial2021 Special Grant the performance of each individual region, where applicable, as well as the overall EPS and ROIC targets. This methodologyperiod is not the same as the Company’s financial budgeting or business outlook2021-2022 with a 2-year OPMP goal. •  Payout levels 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. Why the Company Uses EPS and ROIC The Committee believes using EPS as a performance goal keeps the NEOs focused on producing financial results that align with shareholder interests. In that regard, ManpowerGroup is in a cyclical business, which is influenced by economic and labor market cycles that are outside of ManpowerGroup’s control, and it is important that the senior executives manage short-term results closely to be able to adjust strategy and execution in quick response to external cycle changes. The Company uses ROIC as a performance goal for the NEOs because it measures how effectively our senior management is converting our services into cash. Although we are a provider of services, and not a manufacturer of products, our business is still highly capital intensive. Our requirement for capital arises from the timing characteristics of our business. We typically pay our associates and consultants before we can bill and collect from our clients. Using an ROIC metric incentivizes our executives to carefully manage our accounts receivable and other capital investments in order to maximize the return on capital deployed. Our goal is to continuously improve our internal capital employed each year resulting in stable to improving ROIC. For 2018, the Committee continued its practice of setting threshold, target and outstanding goals for EPSresults are determined, and ROIC that were based on its view of appropriate rates of EPS growth compared to prior year achievement. In setting these levels for 2018, the Committee assumed continuing improvement in global economic conditions. Correspondingly, the EPS and ROIC targets for outstanding performance represent what the Committee believed was an appropriate growth rate for outstanding performance. The Committee believed the threshold levels for EPS and ROIC were the minimum levels at which it would be appropriate to earn an incentive, based on global economic conditions as they existed at the time when the goals were set. The following table shows the EPS and ROIC goals establishedactual payout percentage is calculated by the Committee for 2018:interpolation.           Goal      Threshold      Target      Outstanding       EPS          $     8.48              $     9.20              $     9.91           ROIC                15.6     %               17.0     %               18.6     %    41 |ManpowerGroup   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 into 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. Annual Incentive Award Opportunities by NEO Jonas Prising— Annual Incentive Award Opportunities The Committee determined that EPS and ROIC were the appropriate performance metrics in 2018 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 2018, as a percentage of his 2018 base salary of $1,250,000:                 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     %    The operating objectives for Mr. Prising for 2018 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 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 2018 between the threshold and target level for all of his financial objectives in 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 2018 award to Mr. Prising as follows:             Target Award        Actual Award       CEO        $     1,875,000                $     1,137,277         For 2018, the calculation for EPS for Mr. Prising and the other NEOs excluded the impact of changes in foreign currency exchange rates, the impact of share repurchase activity during the 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 58 for the calculations for Mr. Prising and the other NEOs. 2019 Proxy Statement| 42 Compensation Discussion and Analysis   John T. McGinnis— Annual Incentive Award Opportunities Similar to the CEO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. McGinnis as the CFO. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. McGinnis for 2018, as a percentage of his 2018 base salary of $700,000.                 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. McGinnis for 2018 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 succession within the finance department to strengthen talent base The Committee determined that Mr. McGinnis earned a cash incentive award between threshold and target for 2018for EPS and ROIC. The Committee also approved an incentive award for Mr. McGinnis 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. McGinnis as follows:             Target Award        Actual Award       CFO        $     700,000                $     500,000         Ram Chandrashekar — Annual Incentive Award Opportunities 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 2018, as a percentage of his 2018 base salary of $627,849:                 Threshold      Target      Outstanding       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 2018 were as follows: Meet/exceed growth rate of gross profit of certain competitors Make progress towards transformation initiatives Drive execution of technology initiatives Accelerate the development of the Experis brand, achieving operational and strategic plan objectives The Committee determined that Mr. Chandrashekar earned a cash incentive award between threshold and targetfor both EPS and 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 2018 award to Mr. Chandrashekar as follows:               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. Mara E. Swan — Annual Incentive Award Opportunities 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 2018, as a percentage of her 2018 base salary of $610,000:                 Threshold      Target      Outstanding       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 2018 were as follows: Meet/exceed growth rate of gross profit of certain competitors Develop and execute on value and share strategy for several of our brands Collaborate with the CEO to map out the evolution of the Company’s business model and strategy 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 2018 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 2018 award to Ms. Swan as follows:               Target Award        Actual Award       EVP, Global Strategy and Talent          $     457,500                $     330,000         Richard Buchband — Annual Incentive Award Opportunities The Committee determined EPS and ROIC were the appropriate performance metrics for Mr. Buchband, Senior Vice President, General Counsel and Secretary. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Buchband for 2018, as a percentage of his 2018 base salary of $500,000.                 Threshold      Target      Outstanding       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     %    2019 Proxy Statement| 44 Compensation Discussion and Analysis   The operating objectives for Mr. Buchband for 2018 were as follows: Meet/exceed growth rate of gross profit of certain competitors Make progress towards transformation initiatives Provide strong leadership and strategic direction to global legal function Serve as trusted advisor to the board of directors and executive team The Committee determined that Mr. Buchband earned a cash incentive award between threshold and target 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 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 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 operational and strategic insight that aligns with, and supports, the CEO’s objectives As stated earlier, Mr. Green retired from the position of COO effective August 31, 2018 and remained an employee of the company until October 1, 2018. Under the terms of the Incentive Plan, Mr. Green was entitled to receive a prorated annual incentive for 2018 based on actual performance results for the objectives first approved for him in February 2018. The Committee determined that Mr. Green earned a cash incentive award between threshold and target for 2018 for both 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 2018 prorated award to Mr. Green 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   Compensation Discussion and Analysis Components of the 2018 Executive Compensation Program—Long-Term Incentives Each year the Committee determines the appropriate mix of performance share units, stock options and restricted stock units 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 determined for 2018 that the performance needs of the Company would 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. The performance share units, stock options and restricted stock units awarded in 2018 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. Performance Share Units For the performance share units granted in 2018, vesting will be based on achievement of apre-established goal for average annual operating profit margin percent, over a 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 2018-2020 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. 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 2018-2020 performance period for these performance share units and the associated payout percentage:                 Threshold      Target      Outstanding       Average Operating Profit Margin Percent 2018-2020                3.10     %               4.10     %               4.50     %      Payout Percentage                50     %               100     %               200     %    To determine the•  However, if average operating profit margin percent atunder both the end of the three-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 the3-year payout scale relative to the3-year average performance. 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“regular” and 2021 Special Grant does not meet a 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 ofpre-determined dollar “gate” over 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 $780 million, meaning participants cannotNEOs will not receive more than 100% of the target level payout unless average operating profit for the 2018-2020 performance period exceeds $780.0 million.payout.   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 determined the 2016 performance share unit awards vested at 96%•  All of the target level. The operating profit dollar gate for these awards was also reached. These shares vested and were settledPSUs granted in common stock in February 2019, after the Committee determined the achievement of the performance goals. The number of shares earned for each of the 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. Changes for 2019 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 operating profit “gate,” the Committee will add2021 include a KPI modifier to the final performance share unitPSU 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 determineassess the initialachievement of pre-established strategic growth objectives and increase or decrease the final payout percentage by up to 30%. The KPI modifier cannot be used to adjust the total payout below threshold or exceed outstanding levels. In 2021, PSUs represented approximately 60% of the total long-term equity incentive grants awarded to the NEOs as part of their annual target compensation grant. •  In addition, each of the NEOs received a one-time special grant of PSUs in response to the pandemic’s disruption of the 2020 PSU goals set by the Committee for the annual grant in February 2020. For PSU grants starting in 2021, the Committee reduced the threshold payout level from 50% to 0% Under the 2019 PSU grant, the NEOs earned 63% of target performance share units based on the average operating margin percent for the3-yearthree-year performance period and the gate. The Committee will then assess the achievement (orended December 31, 2021. non-achievement)33 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION ELEMENT KEY CHARACTERISTICS OBJECTIVE AND DETERMINATION 2021 DECISIONS RSUs Variable compensation payable in shares of stock. 100% of the strategic growth objectives overRSUs vest on the3-year period third anniversary date. RSUs cliff vest in full after three years and modify the final payout of the performance share units based on their assessment. The modifier will not decrease the payout below the threshold payout nor increase the payout above the outstanding payout.are paid in stock. Stock Options The Committee uses•  Through stock options toprice and dividend equivalents, RSUs directly 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 Stock Units As stated earlier, the Committee chose to include restricted stock units because they align the interests of the NEOs with long-term shareholder valueshareholders 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. Career Shares, Retirementrisk and Deferred Compensation Plans Career Shares The Committee selectively grants restricted stock units in order to provide aadd an additional retention incentive. These career shares vest completelyAmount awarded is determined based on a single date severaljob scope, market practice and individual performance. Approximately 14% of all of the NEOs’ long-term equity incentive grants awarded in 2021 were in the form of RSUs. Stock Options Nonqualified stock options that expire in ten years intoand become exercisable ratably over four years. Align the future. The Committee considers each year whether to make any such grants. Noneinterests of the NEOs received a career share grant in 2018. Retirementwith long-term shareholder value as well as retain executive talent. Amount awarded is determined based on job scope, market practice and Deferred Compensation Plans individual performance. 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 meaningApproximately 14% of Section 414(q)all of the Internal RevenueNEOs’ long-term equity incentive grants awarded in 2021 were in the form of stock options.   47 |ManpowerGroup   Compensation Discussion and Analysis Beginning in 2022, the Committee eliminated stock options as an element of executive pay. Qualified Retirement Plans Generally not available to NEOs. No pension plan benefit in the United States.   Code,Although we maintain a qualified 401(k) plan in the executive is no longerUnited States, our NEOs are not eligible to participate (except as described in the following sentence) because of limitations on participation by highly compensated employees under the rules governing such plans. NEOs are eligible to participate only in the first year of their employment (after which they are eligible to participate in ManpowerGroup’s 401(k) plans except for“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 Company match and enhanced matching contribution. However, the nonqualified savings plan) and in making catch-up contributions for individuals over the age of 50. Mr. Buchband participated in the catch-up contribution under the 401(k) plan isin 2021. Nonqualified Savings Plan (“NQSP”) Similar to a poor substitute because of the inflexibility401(k) plan, however not as flexible in regard to the timing of the payouts and taxability of the retirement benefits relative to a qualified plan. Furthermore, the planfor nonqualified plans. These benefits are unsecured and subject to risk of forfeiture in bankruptcy. The Committee maintains this program in an effort Used 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. Other Benefits The NEOs are provided health and dental coverage, company-paid term life insurance, disability insurance, paid time off, and paid holiday programs applicableeligible to other employees in their locality. These rewards are designed to be competitive with overall market practices, while keeping them at a reasonable level. 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, for severalparticipate after the first year of our NEOs, the company pays dues at a club in Milwaukee that is used for business entertainment. Any personal use of the club would be covered by the executive; however noneemployment. All of the NEOs used this club for personal use in 2018. ManpowerGroup also reimburses the NEOs for annual physicals. ManpowerGroup also maintains a broad-based auto program that covers approximately 300 management employeesparticipated in the U.S., includingNQSP in 2021. Career Shares Used selectively by the U.S. based NEOs, except Mr. Prising who no longer participatesCommittee, taking into account what is most appropriate for a NEO in view of the retention incentive provided by the award. Career Shares vest completely on a single date several years into the future. Used as an incentive in the program. Pursuant to this program, ManpowerGroup pays 75%form 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 2018. 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 provide various consulting services to the Company, including services related to our joint venture in China. This agreement can be terminated at any time. 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 his role. He also receives certain other benefits, including a car and return visit expenses and payment of his tax preparation expenses. Severance Agreements 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 pages66-68.The Committee believes that severance and change of control policies are necessaryRSUs to attract and retain senior talent in a competitive market.executives. The Committee also believes that these agreements benefit ManpowerGroup because they clarify the NEOs’ termsconsiders each year whether to make any such grants and to whom. No grants of employment and protect ManpowerGroup’s business during an acquisition. Furthermore, the Committee 2019 Proxy Statement| 48 Compensation Discussion and Analysis   believes that change of control benefits, if structured appropriately, allowcareer shares were made to the NEOs in 2021. Other Benefits Used to focus on their dutiesattract and responsibilities during an acquisition. The agreements do not provideretain talent needed in the business. Additional benefits include financial planning reimbursement, broad-based automobile benefits, selected benefits for any tax gross up paymentsexpatriate executives, participation in broad-based employee benefit plans, and require a double trigger in order for our NEOs to receivecertain other benefits following a change in control. Governance Features of our Executive Compensation Programs We Have Stock Ownership Guidelines for Executive Officers 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 NEO’s position. Under the guidelines, the Committee takes into account actual shares ownedrequired by local law or driven by local market practice. Limited participation by the executive, unvested 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 isNEOs 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. The following table shows the status as of December 31, 2018 of each of the NEOs guidelines:             NEO      Target as a multiple of salary          Target value($)          Target number of shares(#)          Number of shares held as of December 31, 2018(#)        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. these programs.   (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. We Have a Clawback Policy34 The Committee maintains a compensation recoupment (“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. We Prohibit Hedging, Pledging and Short-Sale Transactions Under ManpowerGroup’s Insider Trading Policy, designated individuals, including the NEOs, are prohibited from engaging in short sales or hedging transactions involving ManpowerGroup securities, including forward sale or purchase contracts, equity swaps or exchange funds. Designated individuals are also prohibited from engaging in puts, calls or other options or derivative instruments involving ManpowerGroup securities. Further, we do not allow designated individuals 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. 49 |ManpowerGroup2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Target Total Compensation Target total compensation is the value of the compensation package that is intended to be delivered based on performance against pre-established goals. The following chart illustrates for each of the NEOs the composition of his or her target total compensation for 2021. This table does not include the one-time 2021 Special Grant, as the Committee does not consider it to have been part of target annual compensation: 2021 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 the pre-established financial and operating goals set by the Committee. This table outlines the values of the each of the NEO’s total target compensation values and the percentage that is variable (both short- and long-term) and performance-based (both short- and long-term). 2021 NEO Target Compensation NEO   BASE SALARY $     ANNUAL INCENTIVE $     STOCK OPTIONS $     REGULAR PERFORMANCE SHARE UNITS (1) $     RESTRICTED STOCK UNITS $     TOTAL 2021 TARGET COMP $     % TOTAL 2021 TARGET COMP VARIABLE(2)     % TOTAL 2021 TARGET COMP PERFORMANCE- BASED(3)     2021 SPECIAL PERFORMANCE SHARE UNITS $     % TOTAL 2021 TARGET COMP PERFORMANCE- BASED(4)   Jonas Prising     1,250,000       2,000,000       2,000,022       6,000,011       2,000,004       13,250,037       91 %      75 %      4,000,008       81 %  John T. McGinnis     746,750       821,425       600,018       1,800,040       600,075       4,568,308       84 %      71 %      1,200,058       77 %  Michelle S. Nettles     566,500       424,875       200,014       600,075       200,056       1,991,520       72 %      62 %      400,019       68 %  Richard Buchband     540,750       405,563       160,015       480,023       160,008       1,746,359       69 %      60 %      320,015       66 %      Compensation Discussion and Analysis (1) Does not include the 2021 Special Grant.   (2) Realizable Pay in 2018 We also calculate realizable pay for Mr. Prising. This is a measure ofIncludes annual incentive, stock options, PSUs and RSUs. Does not include 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 54 to evaluate the alignment between pay and performance. 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, 2018 of $64.80. 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 2018 compensation is sensitive to movements in our stock price. The Company’s stock price declined significantly during 2018: from $126.11 on January 1, 2018 to $64.80 as of December 31, 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 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. The table below shows realizable pay for Mr. Prising in 2018 as compared to his compensation as reported in the Summary Compensation Table on page 54. Supplemental Table of CEO Realizable Compensation             2018 Compensation as Reported in the Summary Compensation Table          2018 Total Realizable   Compensation       Base Salary    $ 1,250,000        $ 1,250,000   Annual Incentive      1,137,277          1,137,277                       Total Cash      2,387,277          2,387,277                       Stock Options      1,800,015          0 (1)  Restricted Stock Units      1,800,046          949,320   Performance share units      5,400,014          2,847,895                       Total      11,387,352          6,184,492                       (1) 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.2021 Special Grant.   (3) Includes annual incentive, stock options and PSUs. Does not include the 2021 Special Grant. (4) Includes annual incentive, stock options and PSUs, including the 2021 Special Grant. 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.   2019 Proxy Statement| 50 35   2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Market Positioning: 2021 Target Compensation in the Competitive Marketplace How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group In alignment with its compensation principles, the Committee devotes considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation. The Committee has determined that simply benchmarking against other U.S. companies in our industry would not yield a meaningful peer group — we present a different profile, being significantly larger, more complex, and more global in scope than other U.S.-listed companies in our industry. Our two largest competitors, Adecco and Randstad, are based in Europe, and although we review available compensation data for these two companies, their pay practices are different and disclosure practices differ. Our nearest U.S. public competitor had much smaller revenue — approximately $6.5 billion in 2021 compared to our revenue of nearly $21 billion — and the other U.S. public competitors are even smaller. Mercer has confirmed to the Committee that attempting to use such competitors would not produce relevant data. The 2021 Peer Group In setting compensation for 2021, the Committee primarily utilized a customized peer group developed by Mercer consisting of companies within the S&P 500. For ManpowerGroup, Mercer removed companies that are not comparable to us, to arrive at a research subset of 95 companies within the S&P 500 with minimum revenues of approximately $13 billion, maximum revenues of approximately $40 billion, and median revenues of $21 billion. The Committee believed using this group provided a robust basis for assessing the competitive range of compensation for senior executives of companies of ManpowerGroup’s scale. A list of the companies included in the peer group is attached as Appendix A. Changes to the Peer Group for 2022 To create even greater comparability to the Company’s business, Mercer developed and the Committee adopted a new peer group methodology for 2022. A smaller peer group was designed that includes a mix of the following factors, which the Committee determined were important: (i) similar size to ManpowerGroup in revenues, gross profit or market capitalization; (ii) companies in the service sector and with global footprints and comparable margin characteristics; and (iii) companies where ManpowerGroup is identified as a peer company by the issuer or by proxy advisory firms. The new peer group of 23 companies is designed to align with these priorities on a composite basis.   Compensation Discussion and Analysis   2022 Peer Group Companies Aramark EOG Resources, Inc. Nucor Corporation Baker Hughes Co. Fluor Corporation PACCAR Inc. CBRE Group, Inc. General Mills, Inc. Textron Inc. CDW Corp. Genuine Parts Co The Clorox Co. CH Robinson Worldwide Inc. Hewlett Packard Enterprise Co. The Gap, Inc. Cummins Inc. International Paper Company Western Digital Corporation Dollar Tree, Inc. Jacobs Engineering Group Inc. WW Grainger Inc. DXC Technology Company Kohl’s Corporation Additional Data Sources The Committee also 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 certain NEO positions. The CEO and CFO positions were only compared to companies within the peer group for 2021. Compensation for global functional leaders was compared against compensation survey data recommended by Mercer for executives with similar roles and responsibilities. Ms. Nettles’s position was only compared with U.S. compensation survey data of human resource management executives. Mr. Buchband’s position was only compared with U.S. compensation survey data of legal executives.   36 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Assessing Individual Factors An individual NEO’s total compensation or any element of compensation may be adjusted upwards or downwards relative to the competitive market based on a subjective consideration of the NEO’s experience, potential, tenure and results (individual and relevant organizational results), the NEO’s historical compensation, and any retention concerns. The Committee uses a historical compensation report to review the compensation and benefits provided to each NEO in connection with its compensation decisions concerning that NEO. The Committee’s Decision-Making Process The Committee determines the CEO’s compensation levels, including base salary, establishing and determining the achievement of the financial goals and operating objectives for the annual cash incentives, and any equity-based compensation awards. Generally, the CEO establishes and recommends the achievement of the goals and objectives for the annual incentives for the other NEOs, with the Committee making the final determinations. Similarly, the CEO generally recommends to the Committee any salary adjustments, cash incentive awards or equity-based awards for the other NEOs, which are then evaluated and determined by the Committee. Mercer provides input to the Committee regarding the final compensation for all of the NEOs. This input reflected the Company’s performance results for 2021, external market references against the peer group, internal compensation references and the individual performance of each of the NEOs. Under the Committee’s charter, compensation for our CEO and CFO is subject to ratification by the board of directors. Accordingly, the board of directors ratified the determinations for Mr. Prising and Mr. McGinnis. Components of the 2021 Executive Compensation Program — Base Salary Base salaries for NEOs are set based on the median of base salaries paid in the relevant competitive market, for the particular position, subject to individual performance factors as described earlier. Base salary levels affect the value of the annual incentive awarded to the NEOs because the incentive 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 benefits each NEO may receive is also increased if his or her salary is increased. The value of long-term incentive awards is not determined as a multiple of base salary. As noted above, each of the NEOs other than Mr. Prising received an increase in base salary of approximately 3% for 2021 to better align with the competitive market for their roles. Components of the 2021 Executive Compensation Program — Annual Cash Incentives The Incentive Plan provides for the payment of annual cash rewards to a participant based on the Company’s attainment of one or more financial goals and operating objectives established for that participant for the relevant year. Incentive amounts are based on achievement of pre-established goals using these metrics. The financial goals include EPS, ROIC and Revenue. The operating objectives are typically tied to broad strategic or operational initiatives. How EPS, ROIC and Revenue are Calculated The annual cash incentives for NEOs for 2021 are based on three objective factors — EPS, ROIC, Revenue — and individual performance objectives. When setting the 2021 targets, which occurred in mid-February 2021, the Committee determined that certain items should be excluded from our performance metrics: Constant Currency. We eliminate the impact of changes in exchange rates for EPS, ROIC and Revenue. This allows us to better capture year-over-year changes in underlying performance. Share Repurchases. We remove the benefit of share repurchases from our EPS calculation except to the extent necessary to offset dilution resulting from shares issued under our equity plans. Restructuring Costs. We exclude restructuring costs from our EPS and ROIC 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. 37 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Other Non-Recurring Items. We exclude from EPS and ROIC certain items and any non-recurring accrual adjustments greater than $10 million as described in the following calculations to better reflect the Company’s performance during the year: 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, goodwill impairment or the benefit of current year share repurchases in excess of dilution. Earnings per share are further adjusted for the following items that exceed $10 million individually: tax or regulatory law changes, accounting adjustments related to acquisitions or dispositions where the Company previously held ownership interest; and non-recurring adjustments pertaining to prior periods. ROIC — consolidated net operating profit after taxes divided by average capital. Net operating profit equals earnings before income taxes plus net interest expense and goodwill impairment (including the results of continuing and discontinued operations) minus taxes, excluding the impact of currency and restructuring charges net of related savings. ROIC is further adjusted for the following items that exceed $10 million individually: tax or regulatory law changes, accounting adjustments related to acquisitions or dispositions where the Company previously held an ownership interest, and non-recurring adjustments pertaining to prior periods. Average capital is the average monthly ending balance of capital employed plus or minus certain adjustments. Revenue — Revenue during the period, including continued and discontinued operations. Revenue is adjusted to exclude the impact of currency and the same adjustments as made to EPS, as applicable. See page 27 for a discussion of the specific items excluded from EPS, ROIC and Revenue for 2021. The EPS target is generally based on the Company’s targeted long-term growth rate for EPS, but may be adjusted year-by-year based on economic conditions and the Company’s expected financial performance for the year. From that target, the Committee then sets levels for threshold and outstanding performance. The threshold EPS growth rate reflects a level of performance that is below target but still appropriate for a partial award to be earned. Conversely, the outstanding EPS growth rate reflects a level of performance appropriate for the maximum incentive to be earned. So the comparisons are valid between the two years, the growth rates are based on growth over results of the previous year excluding non-recurring items. The ROIC target is 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 Revenue target is generally based on the Company’s targeted long-term growth rate for Revenue. Similar to EPS, it may be adjusted year-by-year based on economic conditions and the Company’s expected financial performance for the year. This methodology is not the same as the Company’s financial budgeting or business outlook for the year. As a result, target performance for purposes of achieving an incentive award will not be the same as performance at the budgeted financial plan, which may be higher or lower than target performance depending on economic conditions and trends at the time. 38 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Why the Company uses EPS, ROIC and Revenue The Committee believes using EPS as a performance goal keeps the NEOs focused on producing financial results that align with shareholder interests. In that regard, ManpowerGroup is in a cyclical business, which is influenced by economic and labor market cycles that are outside of ManpowerGroup’s control, and it is important that the senior executives manage short-term results closely to be able to adjust strategy and execution in quick response to external cycle changes. The Company uses ROIC as a performance goal for the NEOs because it measures how effectively our senior management is converting our services into cash. Although we are a provider of services, and not a manufacturer of products, our business is still highly capital intensive. Our requirement for capital arises from the timing characteristics of our business. We typically pay our associates and consultants before we can bill and collect from our clients. Using an ROIC metric incentivizes our executives to carefully manage our accounts receivable and other capital investments in order to maximize the return on capital deployed. Our goal is to continuously improve our internal capital employed each year resulting in stable to improving ROIC. The Company uses Revenue as a performance goal in order to incentivize top-line growth, in addition to profitability. For 2021, the Committee adjusted the percentage weightings of the financial metrics so that it could increase the percentage of annual incentive attributable to individual operating objective as follows: METRIC    2021 WEIGHTING      2020 WEIGHTING   EPS Goal      25.0 %       30.0 %  ROIC Goal      25.0 %       30.0 %  Revenue Goal      20.0 %       20.0 %  Operating Objectives      30.0 %       20.0 %  Total      100.0 %       100.0 %  The 2021 EPS, ROIC and Revenue Goals For 2021, the Committee continued its practice of setting threshold, target and outstanding goals for EPS and ROIC that were based on its view of appropriate rates of EPS growth compared to prior year achievement. Similarly, the Committee set threshold, target and outstanding goals for Revenue that were based on its view of appropriate Revenue growth. The Committee believed the threshold levels for EPS, ROIC and Revenue were the minimum levels at which it would be appropriate to earn an incentive, based on global economic conditions as they existed at the time when the goals were set in mid-February 2021. Each year the Committee sets targets based on macroeconomic factors and the Company’s business outlook for the coming year and does so independently of where the target levels have been set for the prior year. Given the cyclical nature of our business, this may result in targets being set lower than for the prior year, as occurred in 2021. The following table shows the EPS, ROIC and Revenue goals established by the Committee for 2021: METRIC    THRESHOLD     TARGET     OUTSTANDING   PAYOUT AS A % OF TARGET    CEO AND CFO: 25% Other NEOs: 33%           All NEOs: 200%   EPS (weighted 25%)    $ 3.79     $ 5.10     $ 6.22   ROIC (weighted 25%)      6.8 %      9.1 %      11.0 %  Revenue (in billions) (weighted 20%)    $ 18.3     $ 19.2     $ 19.9   39 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Annual Incentive Award Opportunities The following table shows the total annual incentive award opportunities by NEO shown as a percentage of base salary: NEO      THRESHOLD AS A PERCENTAGE OF SALARY      TARGET AS A PERCENTAGE OF SALARY      OUTSTANDING AS A PERCENTAGE OF SALARY   Jonas Prising        40.0 %       160.0 %       320.0 %  John T. McGinnis        27.5 %       110.0 %       220.0 %  Michelle S. Nettles        25.0 %       75.0 %       150.0 %  Richard Buchband        25.0 %       75.0 %       150.0 %  2021 Operating Objectives and Annual Incentive Award Payouts Jonas Prising The operating objectives comprise 30% of the total annual incentive for Mr. Prising and were as follows for 2021: Execute strategic initiatives focused on digitization and transformation of the business Diversify the business Develop a robust and diverse talent pipeline, including deepening capabilities of employees Test and execute new delivery models to drive innovation The Committee determined that Mr. Prising earned a cash incentive award for 2021 at the outstanding level for EPS, ROIC and Revenue. 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 2021 award to Mr. Prising of $3,475,000. The following table illustrates Mr. Prising’s 2021 achievement of the performance targets in relation to the payment of his 2021 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2021 SALARY      AMOUNT EARNED   EPS Goal        At Outstanding          80.0 %     $ 1,000,000   ROIC Goal        At Outstanding          80.0 %     $ 1,000,000   Revenue Goal        At Outstanding          64.0 %     $ 800,000   Operating Objectives        Above Target          54.0 %     $ 675,000   Total Incentive                   278.0 %     $ 3,475,000   As previously stated, in adopting the financial targets for 2021, the Committee determined to exclude certain items from the calculation of EPS, ROIC and Revenue. See page 27 for a calculation of the 2021 financial metrics, including the impact of the certain items excluded. John T. McGinnis The operating objectives comprise 30% of the total annual incentive for Mr. McGinnis and were as follows for 2021: Deepen leadership impact to meet or exceed strategic and operational goals Advance the Company’s growth strategy in certain brands Continue to progress the Company’s disposition strategy Continue to strengthen the Company’s cybersecurity program 40 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS The Committee determined that Mr. McGinnis earned a cash incentive award for 2021 at the outstanding level for EPS, ROIC and Revenue. The Committee also approved an incentive award to Mr. McGinnis 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 2021 award to Mr. McGinnis of $1,458,029. The following table illustrates Mr. McGinnis’s 2021 achievement of the performance targets in relation to the payment of his 2021 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2021 SALARY      AMOUNT EARNED   EPS Goal        At Outstanding          55.0 %     $ 410,713   ROIC Goal        At Outstanding          55.0 %     $ 410,713   Revenue Goal        At Outstanding          44.0 %     $ 328,570   Operating Objectives        Above Target          41.3 %     $ 308,033   Total Incentive                   195.3 %     $ 1,458,029   Michelle S. Nettles The operating objectives comprise 30% of the total annual incentive for Ms. Nettles and were as follows for 2021: Continue to strengthen the culture across the organization Progress the Company’s talent strategy, including deepening the talent pipeline and capabilities of employees Progress collaboration efforts among countries within certain regions Collaborate with CEO to continue to strengthen global leadership team The Committee determined that Ms. Nettles earned a cash incentive award for 2021 at the outstanding level for EPS, ROIC and Revenue. The Committee also approved an incentive award to Ms. Nettles based on its determination of the level of performance towards achievement of her various operating objectives. Based on these accomplishments, the Committee determined to pay the 2021 award to Ms. Nettles of $754,181. The following table illustrates Ms. Nettles’s 2021 achievement of the performance targets in relation to the payment of her 2021 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2021 SALARY      AMOUNT EARNED   EPS Goal        At Outstanding          37.5 %     $ 212,438   ROIC Goal        At Outstanding          37.5 %     $ 212,438   Revenue Goal        At Outstanding          30.0 %     $ 169,950   Operating Objectives        Above Target          28.1 %     $ 159,355   Total Incentive                   133.1 %     $ 754,181   Richard Buchband The operating objectives comprise 30% of the total annual incentive for Mr. Buchband and were as follows for 2021: Continue to provide strong leadership and strategic direction to global legal function Continue to deepen capabilities within the global legal function Serve as trusted advisor to the board of directors and executive team Continue to collaborate with business leaders on key strategic initiatives 41 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS The Committee determined that Mr. Buchband earned a cash incentive award for 2021 at the outstanding level for EPS, ROIC and Revenue. The Committee also approved an incentive award to Mr. Buchband 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 2021 award to Mr. Buchband of $719,900. The following table illustrates Mr. Buchband’s 2021 achievement of the performance targets in relation to the payment of his 2021 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2021 SALARY      AMOUNT EARNED   EPS Goal        At Outstanding          37.5 %     $ 202,781   ROIC Goal        At Outstanding          37.5 %     $ 202,781   Revenue Goal        At Outstanding          30.0 %     $ 162,225   Operating Objectives        Above Target          28.1 %     $ 152,113   Total Incentive                   133.1 %     $ 719,900   Components of the 2021 Executive Compensation Program — Long-Term Incentives Each year the Committee determines the appropriate mix of PSUs, stock options and RSUs 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 determined for 2021 that the annual grant of incentive awards to the NEOs should be made up of 60% PSUs, 20% stock options and 20% RSUs. The Committee has discontinued the use of stock options for its annual long-term incentive awards for 2022. Additionally, as reflected below, the Committee made one-time special grants of PSUs in 2021. The Committee generally determines and approves equity awards to the NEOs and the related vesting schedules, at its regularly scheduled meeting in February each year, and as required under the Committee’s charter, subject to ratification by the board of directors in the case of Mr. Prising and Mr. McGinnis. The equity awards and related vesting schedules for Messrs. McGinnis and Buchband and Ms. Nettles are generally based on recommendations by Mr. Prising. The Committee may make grants to NEOs at other times during the year, as it deems appropriate. The exercise price for any options granted is the closing price on the date of grant. The PSUs, stock options and RSUs awarded in 2021 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 51. Performance Share Units Regular Grant of PSUs in 2021 For the award of annual PSUs made in February 2021, the Committee departed from its customary use of a 3-year performance period given the difficulty of projecting a three-year OPMP target in light of uncertain economic circumstances. Instead, for the PSUs granted in 2021, vesting is based on achievement of a pre-established goal for annual OPMP, over a one-year period ending December 31, 2021. However, these are still three-year grants insofar as vesting does not occur until the completion of a three-year holding period following the date of grant, and the discretionary application of the KPI modifier described below will be evaluated by the Committee using all three years of the PSU period. For the 2022 annual grant, the Committee returned to a three-year performance period for OPMP. The Committee has included a KPI modifier that can increase or decrease the final PSU payout (which will be determined based on the OPMP for the performance period and the performance gate described below) by up to 30%, but not more than the outstanding award or less than the threshold award. Under this feature, the Committee established strategic growth objectives and will evaluate how well management has performed against those pre-established strategic growth objectives during the three-year period of the PSUs. The number of shares earned will vest and be settled in common stock in February 2024, after the Committee determines the achievement of the performance goals and assesses the achievement of the strategic growth objectives. The specific strategic growth objectives are summarized below. 42 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Why the Company Uses Annual Operating Profit Margin and How it Sets Goals The following table shows the goals established by the Committee in February 2021 for the one-year performance period for these PSUs and the associated payout percentage:        THRESHOLD      TARGET      OUTSTANDING   OPMP 2021        1.00 %       2.40 %       2.80 %  Payout Percentage        0.0 %       100.0 %       200.0 %  Actual results for OPMP for the one-year performance period of 2021 was 2.97% and the operating profit gate (see below) was also met. However, this PSU payout is still subject to the KPI modifier that will be assessed by the Committee at the end of the three-year vesting period. When determining the financial goals for the 2021 grant, the Committee determined that for the 2021 financial year, certain items would be excluded from the OPMP calculation, as described in the following calculation: OPMP — annual operating profit divided by revenue from services, with adjustments to be made (a) to reverse the impact of a change in accounting method during the performance period, or (b) for any of the following items that exceed $10 million in any year: goodwill impairment, nonrecurring restructuring gains or charges, accounting adjustments related to acquisitions or dispositions where the Company previously held an ownership interest, litigation charges/settlement and non-recurring accrual adjustments pertaining to periods outside of the period of measurement. In addition, the Committee may determine to adjust operating profit margin to reflect the impact of significant regulatory developments or material acquisitions made by the Company. Our business is historically cyclical and is impacted by numerous macroeconomic conditions. The Committee sets each year’s target levels at the beginning of the year, based on both macroeconomic factors and the Company’s business outlook for the coming year, and does so independently of where the target levels have been set for the prior year. Given the cyclical nature of our business, this may result in targets being set lower than for the prior year, as occurred in 2021. An operating profit “gate” was also established for the PSUs to ensure operating profit margins are achieved without significantly decreasing revenues. This gate was set at $361.0 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the performance period exceeds $361.0 million. The gate was exceeded for the one-year performance period of 2021. As mentioned above, the Committee included a KPI modifier to the final PSU payout that can increase or decrease the final PSU payout by up to 30%. At the end of the 3-year PSU vesting period, the Committee will assess the achievement of the strategic growth objectives and may increase or decrease the PSU payout percent (that was determined based on the OPMP for the performance period and the gate) by an amount up to 30% based on strategic growth objectives over the 3-year life of the award. The KPI modifier cannot decrease the payout below the threshold level nor increase the payout above the outstanding level. The following are the strategic growth objectives set by the Committee for the 2021 grants: Implement, test and execute various innovative initiatives to improve business growth and improve efficiency; Complete technology and transformation transition, strengthen digital brand and cyber security posture; Strengthen global governance model, evolve our culture and people and capabilities; and Diversify the business by increasing our footprint in certain countries and markets as well as shifting business mix. 43 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Special Grant of PSUs in 2021 In addition to the regular grant of RSUs above, the Committee made a one-time special grant of PSUs to the NEOs in February 2021. This was designed to incentivize the NEOs to drive Company performance for the critical periods of 2021 and 2022. The payout is keyed to performance over the years 2021 and 2022, the remaining two years in the 2020-2022 PSU cycle that was set immediately before the onset of the pandemic in early 2020. The following table shows the goals established by the Committee in February 2021 for the 2021 Special Grant and the associated payout percentage:        THRESHOLD      TARGET(1)      OUTSTANDING   Average OPMP 2021-2022        1.00 %       2.50% - 2.80 %       3.00 %  Payout Percentage        0.0 %       100.0 %       200.0 %  (1) For the 2021 Special Grant, an OPMP range was established for target level performance as the Committee determined setting a precise goal over a two-year period was challenging given uncertainty in the economic environment at the time of grant. To determine the average OPMP at the end of the two-year period, the actual performance results for each year will be averaged to determine the two-year average performance results. The final award will be determined by using the 2-year payout scale relative to 2-year average performance. For clarity, an OPMP within the range of 2.50-2.80% will be considered to be “at target” performance. For results between 1.00 % and 2.50% the payout percentage will be calculated by interpolation, and the same method will be used for results between 2.80% and 3.00%. An operating profit “gate” was also established for the PSUs to ensure operating profit margins are achieved without significantly decreasing revenues. This gate was set at $450.0 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the performance period exceeds $450.0 million. As mentioned above, the Committee included a KPI modifier to the final PSU payout that can increase or decrease the final PSU payout by up to 30%. At the end of the 2-year performance period, the Committee will assess the achievement of the strategic growth objectives and may increase or decrease the PSU payout percent (that was determined based on the OPMP for the 2-year performance period and the gate) by an amount up to 30%. The KPI modifier will not decrease the payout below the threshold level nor increase the payout above the outstanding level. The strategic growth objectives for the 2021 Special Grant are the same as those set by the Committee for the regular annual PSU grant. Impact of COVID-19 on Performance Share Units Pandemic Had Significant Adverse Impact on PSU Awards Made in 2018, 2019 and 2020 In February 2018, the Committee set ambitious performance goals for the 2018-2020 PSU performance period, which were based on projections made at that time. Even without the pandemic, they would have required improved performance over the three-year period compared to prior periods, in order to achieve the target OPMP level of 4.10%. Instead, notwithstanding management’s significant efforts during 2020, the economic crisis brought about by the pandemic impaired the Company’s results for 2020. The pandemic-era OPMP in 2020 caused the PSUs awarded in 2018 to drop from an expected payout around target level to a payout at threshold level. The decline in OPMP in 2020 had an equally negative impact on the 2019-2021 PSU awards and is expected to have a similar effect on the 2020-2022 awards, which remain outstanding. The shares for the 2019-2021 performance cycle vested and were settled in common stock in February 2022, after the Committee determined the achievement of the performance goals. The number of shares earned for each of the NEOs is as follows: NEO    PSUs GRANTED AT TARGET(#)      PSUs EARNED(#)   Jonas Prising      65,735        41,414   John T. McGinnis      18,122        11,417   Michelle S. Nettles      7,157        4,509   Richard Buchband      5,686        3,582   44 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Introduction of a Special Grant and Utilization of a One-Year Performance Period As discussed above, the pandemic disrupted the Committee’s normal target-setting process, making the OPMP targets set in February 2020 for the 2020-2022 PSU cycle obsolete weeks after their adoption. In response, the Committee has focused on incentivizing all PSU participants, including the executive team, to drive Company performance for the critical periods of 2021 and 2022. In light of this, the Committee awarded the 2021 Special Grant in February 2021 with more realistic two-year average OPMP goals. These were sized at approximately two-thirds of the 2020 grant value, reflecting the two years remaining in the performance cycle. These grants also include the KPI modifier feature that can increase or decrease the final payout by up to 30% based on an evaluation of pre-established objectives over the performance period. Similarly, the Committee continues to believe that three-year vesting periods are an important retention feature for its PSU program. However, because of the difficulty in projecting a multi-year OPMP target in February 2021, our regular 2021-2023 PSU grants measure one-year (2021) OPMP performance. The KPI modifier feature will continue to measure progress against objectives over a full three years, and the grants will not vest until the end of the three-year period. Restricted Stock Units The Committee uses RSUs to 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, RSUs 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 RSUs have a three-year cliff vest. Stock Options In 2021, the Committee granted stock options to align the interests of the NEOs with long-term shareholder value. Consistent with past years, these vest ratably over a four-year period. The Committee has determined to discontinue the use of stock options for 2022, and instead focus on PSUs and RSUs as the stock-based elements of executive compensation. Career Shares, Retirement and Deferred Compensation Plans Career Shares The Committee selectively grants RSUs 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 grants. None of the NEOs received a career share grant in 2021. Retirement and Deferred Compensation Plans ManpowerGroup maintains tax-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 Revenue Code, the executive is no longer eligible to participate in ManpowerGroup’s 401(k) plans except in their first year of employment or for “catch-up” contributions for employees over 50. ManpowerGroup maintains a separate non-qualified savings plan for “highly compensated” employees, including eligible executives. The non-qualified plan provides similar benefits to the tax-qualified 401(k) plans, including a Company match and 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. Other Benefits The NEOs are 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. ManpowerGroup also reimburses NEOs for financial planning and tax preparation services as well as annual executive physicals. In addition, for some of our NEOs, the company pays dues at a club in Milwaukee that is used for business entertainment. Any personal use of the club would be covered by the executive; however, none of the NEOs used this club for personal use in 2021. 45 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS ManpowerGroup historically maintained a broad-based auto program covering approximately 300 management employees in the U.S., including the U.S. based NEOs. Under this program, ManpowerGroup paid 75% of the cost of a leased car for participating NEOs. Mr. Prising ceased participating in the program in 2016, and the program itself is being phased out since 2020. As current leases expire, they have been replaced with an auto allowance, including for participating NEOs. Severance Agreements 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 pages 58-60. 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 Committee 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 require a double trigger in order for our NEOs to receive benefits following a change in control. Governance Features of Our Executive Compensation Programs We Have Stock Ownership Guidelines for Executive Officers 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 NEO’s position. Under the guidelines, the Committee takes into account actual shares owned by the executive, unvested RSUs, and unvested PSUs calculated at the threshold level. The Committee does not consider any stock options or PSUs above the threshold level held by the NEOs. It should be noted that starting with the grants of regular PSUs made in 2021, the Committee has reset the threshold level from 50% to 0%. Under the guidelines, therefore, any unvested PSUs with a 0% threshold feature are not taken into account for determining an executive’s ownership of shares. Additionally, to enforce our stock ownership policies, we limit the ability of executive officers to sell equity until they are 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 RSUs or PSUs until the ownership guidelines have been satisfied. The following table shows the status as of December 31, 2021, of each of the NEOs. NEO    TARGET AS A MULTIPLE OF SALARY    TARGET VALUE($)(1)      TARGET NUMBER OF SHARES(#)      NUMBER OF SHARES HELD AS OF DECEMBER 31, 2021(#)      STATUS AS OF DECEMBER 31, 2021 Jonas Prising    6      6,600,000        94,011        397,374      John T. McGinnis(2)    4      2,400,000        32,994        51,127      Michelle S. Nettles(2)    3      1,650,000        22,968        24,604      Richard Buchband    2      910,000        12,962        16,224      (1) The target values were set as of May 1, 2014, for all NEOs except Mr. McGinnis and Ms. Nettles. 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) Other Material Tax Implications of the Executive Compensation Program Tax ImplicationsThe target values for ManpowerGroup For tax years occurring prior to 2018, Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to public corporations for compensation over $1,000,000 paid in any tax year to any “covered employee.” Prior to 2018, covered employees included the corporation’s CEOMr. McGinnis and Ms. Nettles are based on each of its three most highly compensated NEOs (other than the CEOtheir base salaries and CFO) in service asstock price on their dates of the end of any such tax year. However, Section 162(m) also provided that qualifying performance-based compensation would not be subject to the deduction limit if certain requirements were met. Accordingly, for tax years prior to 2018, the Committee generally sought to structure compensation amounts and plans to meet the requirements for deductibility under that provision where it thought such structures were appropriate. However, the Committee had the ability to implement compensation arrangements that did not satisfy these requirements for deductibility if it determined that such arrangements were appropriate under the circumstances.hire. 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, Tax Reform amended the definition of covered 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. We Have a Clawback Policy The Committee maintains a compensation recoupment (“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. 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 extent that transition relief would apply to a payment. Tax Implications for NEOs46 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 on so-called2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS We Prohibit Hedging, Pledging and Short-Sale Transactions Under ManpowerGroup’s Insider Trading Policy, all directors, officers and employees of the Company and their respective household members (collectively, “Covered Persons”), including any entities influenced or controlled by a Covered Person, are prohibited from engaging in short sales or hedging transactions involving ManpowerGroup securities, including forward sale or purchase contracts, equity swaps or exchange funds. Covered Persons are also prohibited from engaging in puts, calls or other options or derivative instruments involving ManpowerGroup securities. Further, we do not allow Covered Persons to pledge ManpowerGroup securities at any time, which includes having ManpowerGroup stock in a margin account or using ManpowerGroup stock as collateral for a loan. Other Material Tax Implications of the Executive Compensation Program Tax Implications for ManpowerGroup Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid in any tax year to any “covered employee.” Covered employees include the corporation’s CEO, CFO and each of its three most highly compensated NEOs (other than the CEO and CFO) regardless of whether they were in service as of the end of any such tax year. 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. Accordingly, 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 Section 162(m), except to the extent that transition relief for grandfathered arrangements that were in effect on November 2, 2017, if applicable, would apply to a payment. Tax Implications for NEOs 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 on so-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 by the 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 the after-tax amount received by the NEO would be greater than the loss of the compensation deduction for such payments by the 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 47 2022 Proxy Statement   Report of the Executive Report of the People, Culture and Compensation Committee of the Board of Directors The people, culture 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 compensation and human 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, Chair Cari M. Dominguez Julie M. Howard Elizabeth P. Sartain John R. Walter Executive Compensation and Human Resources Committee Interlocks and Insider Participation 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 reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the people, culture and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement. The People, Culture and Compensation Committee Elizabeth P. Sartain, Chair William Downe William P. Gipson Julie M. Howard People, Culture and Compensation Committee Interlocks and Insider Participation No member of the people, culture and compensation 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 Regulation S-K. None of our executive officers have served on the compensation committee or board of directors of any company of which any of our other directors is an executive officer.   2019 Proxy Statement| 52 48   2022 Proxy Statement Compensation Tables Summary Compensation Table The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019. Ms. Nettles was not an NEO in 2019, therefore, in accordance with the SEC’s disclosure rules, information regarding compensation for that year is not included in the tables below. 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 ($)      STOCK AWARDS ($)(1)      OPTION AWARDS ($)(2)     NON-EQUITY INCENTIVE PLAN COMPENSATION ($)     CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPENSATION EARNINGS ($)      ALL OTHER COMPENSATION ($)(3)     TOTAL ($)   Jonas Prising CEO     2021       1,250,000       —        12,000,023        2,000,022       3,475,000       —        62,790       18,787,835       2020       1,105,769       —        8,000,010        2,000,002       760,000       —        37,790       11,903,571       2019       1,250,000       —        7,400,036        1,850,009       1,995,564       —        50,323       12,545,932   John T. McGinnis CFO     2021       746,750       —        3,600,173        600,018       1,458,029       —        80,905       6,485,875       2020       683,173       —        2,400,096        600,014       279,125       —        58,687       4,021,095       2019       725,000       —        2,040,082        510,002       788,655       —        66,704       4,130,443   Michelle S. Nettles Chief People and Culture Officer     2021       566,500       —        1,200,150        200,014       754,181       —        46,427       2,767,272       2020       518,269       —        800,094        200,017       144,375       —        31,777       1,694,532                                                                              Richard Buchband SVP, General Counsel and Secretary     2021       540,750       —        960,046        160,015       719,900       —        74,218       2,454,929       2020       494,712       —        640,001        160,014       137,813       —        53,236       1,485,776       2019       525,000       —        640,148        160,002       333,585       —        59,972       1,718,707     Compensation Policies and Practices as They Relate to Risk Management   (1) The value of stock awards in this table for all years includes the grant date fair value (calculated at the target level) for PSUs and RSUs (including career shares) as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” See page 51 for the breakout in the grant date fair value of PSUs and RSUs.   Compensation Policies and Practices as They Relate to Risk Management MembersThe grant date fair value of the Company’s senior management team have considered2021 PSU awards at the outstanding (maximum) level for each executive officer was: NAME 2021 ($) Jonas Prising 20,000,038 John T. McGinnis 6,000,196 Michelle S. Nettles 2,000,189 Richard Buchband 1,600,077 (2) The value of options in this table represents the grant date fair value for the stock options as computed in accordance with FASB ASC Topic 718 49 2022 Proxy Statement COMPENSATION TABLES (3) Details about the amounts in the “All Other Compensation” column for fiscal year 2021 are set forth in the table below. NAME    PERQUISITES & OTHER PERSONAL BENEFITS ($)(A)      TAX REIMBURSEMENTS ($)      PAYMENTS/ ACCRUALS ON TERMINATION PLANS ($)      COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS ($)(B)      TOTAL OTHER COMPENSATION ($)   Jonas Prising      12,790        —        —        50,000        62,790   John T. McGinnis      30,905        —        —        50,000        80,905   Michelle S. Nettles      31,088        —        —        15,339        46,427   Richard Buchband      28,666        —        —        45,552        74,218   (A) 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. None of these items individually had a value greater than $25,000. (B) These contributions were made by ManpowerGroup on behalf of the executive officers under the terms of the Nonqualified Savings Plan and discussed the Company’s compensation policies and practices and specifically whether these policies and practices create risks that are reasonably likely401(k) Plan to havethe extent the NEO has made a material adverse effect on ManpowerGroup. Management has also discussed this issue with“catch-up contribution during the executive compensation and human resources committee and has determined there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on ManpowerGroup.year.” As ManpowerGroup operates in various countries around the world, we have several incentive plans. Our plans use various financial performance growth metrics, generally relating to profitability. As a result, there is no common incentive driving behavior. We also have controls in place that mitigate any impact these plans might have on us as follows: Supplemental Summary Compensation Table (Year Ended December 31, 2021, excluding One-Time 2021 Special Grant of PSUs) The supplemental table below sets forth compensation information for our NEOs during the fiscal year ended December 31, 2021 excluding the one-time 2021 Special Grant. We believe that this information is useful as it provides a more comparable view of total compensation for each of the NEOs compared to prior years. NAME & PRINCIPAL POSITION   YEAR     SALARY ($)     BONUS ($)     STOCK AWARDS ($)     OPTION AWARDS ($)     NON-EQUITY INCENTIVE PLAN COMPENSATION ($)     CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPENSATION EARNINGS ($)     ALL OTHER COMPENSATION ($)     TOTAL ($)   Jonas Prising CEO     2021       1,250,000       —       8,000,015       2,000,022       3,475,000       —       62,790       14,787,827   John T. McGinnis CFO     2021       746,750       —       2,400,116       600,018       1,458,029       —       80,905       5,285,818   Michelle S. Nettles Chief People and Culture Officer     2021       566,500       —       800,131       200,014       754,181       —       46,427       2,367,253   Richard Buchband SVP, General Counsel and Secretary     2021       540,750       —       640,031       160,015       719,900       —       74,218       2,134,914     50 2022 Proxy Statement COMPENSATION TABLES Grants of Plan-Based Awards in 2021           ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1)     ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2)     ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK     ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING     EXERCISE OR BASE PRICE OF OPTION     GRANT DATE FAIR VALUE OF STOCK AND OPTION   NAME & PRINCIPAL POSITION   GRANT DATE     THRESHOLD ($)     TARGET ($)     MAXIMUM ($)     THRESHOLD (#)(3)     TARGET (#)     MAXIMUM (#)     OR UNITS (#)(4)     OPTIONS (#)(5)     AWARDS ($/SH)     AWARDS ($)(6)   Jonas Prising CEO     2/12/2021       500,000       2,000,000       4,000,000       —       —       —       —       —       —       —       2/12/2021       —       —       —       0       64,872       129,744       —       —       —       6,000,011       2/12/2021             0       43,248       86,496       —       —       —       4,000,008       2/12/2021       —       —       —       —       —       —       21,624       —       —       2,000,004       2/12/2021       —       —       —       —       —       —       —       87,605       92.49       2,000,022   John T. McGinnis CFO     2/12/2021       205,356       821,425       1,642,850       —       —       —       —       —       —       —       2/12/2021       —       —       —       0       19,462       38,924       —       —       —       1,800,040       2/12/2021             0       12,975       25,950       —       —       —       1,200,058       2/12/2021       —       —       —       —       —       —       6,488       —       —       600,075       2/12/2021       —       —       —       —       —       —       —       26,282       92.49       600,018   Michelle S. Nettles Chief People and Culture Officer     2/12/2021       141,625       424,875       849,750       —       —       —       —       —       —       —       2/12/2021       —       —       —       0       6,488       12,976       —       —       —       600,075       2/12/2021             0       4,325       8,650       —       —       —       400,019       2/12/2021       —       —       —       —       —       —       2,163       —       —       200,056       2/12/2021                                                       —       8,761       92.49       200,014   Richard Buchband SVP, General Counsel and Secretary     2/12/2021       135,188       405,563       811,125       —       —       —       —       —       —       —       2/12/2021       —       —       —       0       5,190       10,380       —       —       —       480,023       2/12/2021             0       3,460       6,920       —       —       —       320,015       2/12/2021       —       —       —       —       —       —       1,730       —       —       160,008       2/12/2021       —       —       —       —       —       —       —       7,009       92.49       160,015   (1) In general, each of our incentive plans has aThese amounts represent the threshold, target, and outstanding payout level, which is not materialmaximum annual cash incentive awards established under the Annual Incentive Plan. (2) These amounts represent the number of PSUs that could be earned related to the Company,PSUs granted in 2021 under the 2011 Equity Incentive Plan. The first grant in this column for each of the NEOs represents the “regular” annual PSU grant. The second grant in this column for each of the NEOs represents the 2021 Special Grant. (3) As previously mentioned, the payout at the threshold level for PSU grants was reduced from 50% to 0% of the award beginning with the 2021 PSU grants. (4) Amounts represent the number of RSUs granted in 2021 under the 2011 Equity Incentive Plan. (5) These amounts represent the number of shares underlying stock options that were granted in 2021 under the 2011 Equity Incentive Plan. (6) The grant date fair value of stock and option awards granted in 2021 that are reported in this column have been computed in accordance with FASB ASC Topic 718. 51 2022 Proxy Statement COMPENSATION TABLES Compensation Agreements and Arrangements Messrs. Prising, McGinnis, Buchband and Ms. Nettles 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. Grants Under the 2011 Equity Incentive Plan Stock options. ManpowerGroup made grants of stock options to all of the executive officers under the 2011 Equity Incentive Plan in February 2021. The stock options granted in 2021 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 PSUs to all of the executive officers under the 2011 Equity Incentive Plan in February 2021. Each executive officer received a “regular” annual PSU grant that will vest over three years. Vesting for these grants is based on achievement of a pre-established goal for annual OPMP, over a one-year period ending December 31, 2021. However, these are still three-year grants insofar as vesting does not occur until the completion of a three-year holding period following the date of grant, and the discretionary application of a modifier. The Committee included a modifier to the final PSU payout that can increase or decrease the final PSU payout (that was determined based on the OPMP for the 1-year performance period and a dollar gate) by up to 30% but the modifier cannot be used to adjust the payout below threshold or above outstanding. The modifier is based on an evaluation of pre-established strategic growth initiatives over three years. An operating profit “gate” was also established for the PSUs to ensure operating profit margins are achieved without significantly decreasing revenues. Participants cannot receive more than 100% of the target level payout unless average operating profit for the performance period exceeds the gate. In addition to the regular grant of PSUs above, ManpowerGroup made a one-time special grant of PSUs to the NEOs in February 2021, which was designed to incentivize the NEOs to drive Company performance for the critical periods of 2021 and 2022. The payout is keyed to performance over the years 2021 and 2022, the remaining two years in the 2020-2022 PSU cycle that was set immediately before the onset of the pandemic in early 2020. Similar to the “regular” PSU grants, the Committee included a gate and a modifier to the final PSU payout that can increase or decrease the final PSU payout (that is determined based on the OPMP for the 2-year performance period and the dollar gate) by up to 30%. The modifier is based on an evaluation of the pre-established strategic growth initiatives over two years. These strategic growth initiatives are the same as those for the annual PSU grant. See page 42 for descriptions of the goals and initiatives established by the Committee for the 2021 PSU grants. No dividends are paid or accumulated on the 2021 PSU grants unless and until actual shares are issued to the executive officer upon the vesting of the PSUs 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. RSUs. The RSUs granted to the executive officers under the 2011 Equity Incentive Plan in February 2021 have a three-year cliff vest and are earned as long as the executive officer continues to be employed by the Company. Dividend equivalents are accumulated on the RSUs under these awards and vest on the same basis as the underlying award. 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. Career shares. ManpowerGroup did not make any career share grants to any of the NEOs in 2021. 52 2022 Proxy Statement COMPENSATION TABLES Outstanding Equity Awards at December 31, 2021     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, OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3)     EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)   Jonas Prising CEO     15,681       —       —     $ 76.13       2/11/2024         —       —       —       26,510       —       —     $ 82.24       5/1/2024         —       —       —       52,078       —       —     $ 76.97       2/10/2025         —       —       —       76,220       —       —     $ 75.07       2/16/2026       —       —       —       —       66,068       —       —     $ 96.94       2/9/2027       —       —       —       —       42,912       14,304 (4)      —     $ 122.87       2/15/2028       —       —       —       —       52,025       52,025 (5)      —     $ 84.43       2/15/2029       —       —       —       —       26,385       79,156 (6)      —     $ 92.70       2/14/2030       —       —       —       —       —       87,605 (7)      —     $ 92.49       2/12/2031       —       —       —       —       —       —       —       —       —       23,704 (9)    $ 2,307,110       —       —       —       —       —       —       —       22,789 (10)    $ 2,218,053       —       —       —       —       —       —       —       22,139 (13)    $ 2,154,789       —       —       —       —       —       —       —       41,414 (14)    $ 4,030,825       —       —       —       —       —       —       —       —       —       64,725 (15)    $ 6,299,684       —       —       —       —       —       —       —       64,872 (16)    $ 6,313,992         —       —       —       —       —       —       —       43,248 (17)    $ 4,209,328   John T. McGinnis     20,326       —       —     $ 75.07       2/16/2026       —       —       —       —   CFO     17,983       —       —     $ 96.94       2/9/2027       —       —       —       —       11,443       3,815 (4)      —     $ 122.87       2/15/2028       —       —       —       —       14,342       14,342 (5)      —     $ 84.43       2/15/2029       —       —       —       —       7,915       23,748 (6)      —     $ 92.70       2/14/2030       —       —       —       —       —       26,282 (7)      —     $ 92.49       2/12/2031       —       —       —       —       —       —       —       —       —       6,535 (9)    $ 636,052       —       —       —       —       —       —       —       6,837 (10)    $ 665,445       —       —       —       —       —       —       —       6,642 (13)    $ 646,466       —       —       —       —       —       —       —       11,417 (14)    $ 1,111,217       —       —       —       —       —       —       —       —       —       19,418 (15)    $ 1,889,954       —       —       —       —       —       —       —       19,462 (16)    $ 1,894,236         —       —       —       —       —       —       —       12,975 (17)    $ 1,262,857   Michelle S. Nettles Chief People and Culture Officer     5,627       5,627 (8)      —     $ 83.84       8/14/2029       —       —       —       —       2,638       7,917 (6)      —     $ 92.70       2/15/2030       —       —       —       —       —       8,761 (7)      —     $ 92.49       2/12/2031       —       —       —       —       —       —       —       —       —       2,580 (11)    $ 251,111       —       —       —       —       —       —       —       6,451 (12)    $ 627,876       —       —       —       —       —       —       —       2,279 (10)    $ 221,815       —       —       —       —       —       —       —       2,214 (13)    $ 215,489       —       —       —       —       —       —       —       4,509 (14)    $ 438,861           —       —       —       —       —       —       —       6,473 (15)    $ 630,017       —       —       —       —       —       —       —       6,488 (16)    $ 631,477         —       —       —       —       —       —       —       4,325 (17)    $ 420,952   53 2022 Proxy Statement 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, OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3)     EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)   Richard Buchband SVP, General Counsel and Secretary     7,114       —       —     $ 75.07       2/16/2026       —       —       —       —       6,255       —       —     $ 96.94       2/9/2027       —       —       —       —       3,814       1,272 (4)      —     $ 122.87       2/15/2028       —       —       —       —       4,499       4,500 (5)      —     $ 84.43       2/15/2029       —       —       —       —       2,111       6,333 (6)      —     $ 92.70       2/14/2030       —       —       —       —       —       7,009 (7)      —     $ 92.49       2/12/2031       —       —       —       —       —       —       —       —       —       2,052 (9)    $ 199,721       —       —       —       —       —       —       —       1,823 (10)    $ 177,433       —       —       —       —       —       —       —       1,771 (13)    $ 172,371       —       —       —       —       —       —       —       3,582 (14)    $ 348,636       —       —       —       —       —       —       —       —       —       5,178 (15)    $ 503,975       —       —       —       —       —       —       —       5,190 (16)    $ 505,143         —       —       —       —       —       —       —       3,460 (17)    $ 336,762   (1) Represents outstanding grants of restricted stock, RSUs, career shares or earned but unvested PSUs. (2) Value based on the closing price of $97.33 on December 31, 2021. (3) Represents outstanding grants of PSUs. (4) The remaining unvested options vested on February 15, 2022. (5) 50% of the remaining unvested options vested on February 15, 2022 and the remaining unvested options are scheduled to vest on February 15, 2023. (6) 33% of the remaining unvested options vested on February 14, 2022, and 33% of the remaining unvested options are scheduled to vest on each of February 14, 2023 and 2024. (7) 25% of the unvested options vested on February 12, 2022 and 25% of the remaining unvested options are scheduled to vest on each of February 12, 2023, 2024 and 2025. (8) 50% of the remaining unvested options are scheduled to vest on each of August 14, 2022 and 2023. (9) These RSUs vested on February 15, 2022. (10) RSUs scheduled to vest on February 14, 2023. (11) RSUs scheduled to vest on August 14, 2022. (12) 50% of the remaining unvested RSUs are scheduled to vest on each of August 14, 2022 and 2023. (13) RSUs scheduled to vest on February 12, 2024. (14) These PSUs represent the actual shares achieved during the 2019-2021 performance period. These shares were earned on February 11, 2022 after the Committee certified the performance achieved as of December 31, 2021. (15) PSUs, reported at the threshold level, scheduled to vest in February 2023 if the Committee certifies that the performance targets are achieved as of December 31, 2022. (16) Represents the 2021 annual grant of PSUs reported at the target level scheduled to vest in February 2024 if the Committee certifies that the performance targets are achieved as of December 31, 2023 and after the discretionary application of the KPI modifier by the Committee. (17) Represents the 2021 Special Grant of PSUs reported at the target level, from a special PSU grant scheduled to vest in February 2023 if the Committee certifies that the performance targets are achieved as of December 31, 2022 and after the discretionary application of the KPI modifier by the Committee. 54 2022 Proxy Statement COMPENSATION TABLES Option Exercises and Stock Vested in 2021      OPTION AWARDS      STOCK AWARDS   NAME & PRINCIPAL POSITION    NUMBER OF SHARES ACQUIRED ON EXERCISE (#)      VALUE REALIZED ON EXERCISE ($)      NUMBER OF SHARES ACQUIRED ON VESTING (#)(1)      VALUE REALIZED ON VESTING ($)   Jonas Prising CEO      —        —        37,809        3,496,954   John T. McGinnis CFO      —        —        25,044        2,316,320   Michelle S. Nettles Chief People and Culture Officer      —        —        3,186        391,528   Richard Buchband SVP, General Counsel and Secretary      5,541        157,899        3,362        313,120   (1) Includes vesting of RSUs and PSUs as follows: NAME    NUMBER OF RSUs      NUMBER OF PSUs   Jonas Prising      15,834        21,975   John T. McGinnis      19,184        5,860   Michelle S. Nettles      3,186        —   Richard Buchband      1,408        1,954   55 2022 Proxy Statement COMPENSATION TABLES Nonqualified Deferred Compensation in 2021 NAME & PRINCIPAL POSITION    PLAN      EXECUTIVE CONTRIBUTIONS IN 2021 ($)(1)      REGISTRANT CONTRIBUTIONS IN 2021 ($)      AGGREGATE EARNINGS IN 2021 ($)      AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)      AGGREGATE BALANCE AT DECEMBER 31, 2021 ($)(2)   Jonas Prising CEO      NQSP        50,000        50,000        225,135        —        3,735,939   John T. McGinnis CFO      NQSP        50,000        50,000        59,570        —        542,179   Michelle S. Nettles Chief People and Culture Officer      NQSP        50,000        15,339        6,964        —        72,303   Richard Buchband SVP, General Counsel and Secretary      NQSP        48,717        45,552        157,092        —        1,050,246   (1) These amounts reflect contributions made by the executive officers from their 2021 salary, which amounts were also included in the salary column for each executive officer in the Summary Compensation Table. Of the amounts disclosed in this column for the Nonqualified Savings Plan, the following contributions are attributable to a portion of the 2020 annual incentive, which was disclosed in the 2020 Summary Compensation Table for all NEOs: Mr. Prising — $38,462; Mr. McGinnis — $16,748; Ms. Nettles — $17,325; and Mr. Buchband — $8,269. (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 2021 or prior to 2021: Mr. Prising — $1,627,449; Mr. McGinnis — $388,870; Ms. Nettles — $65,339 and Mr. Buchband — $328,196. The difference between the amounts disclosed in this footnote and the amounts disclosed in the above column for the Nonqualified Savings Plan reflect earnings (and losses) on the contributions, any salary or bonus deferrals by the executive prior to becoming an NEO, and any company contributions prior to the executive becoming an NEO. 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. Elections must be made by the executive officers before December 31 of the year prior to the year in which it will be earned. The executive officers are permitted to defer up to 50% of their salary and 50% of their annual incentive under the plan, but the total annual contributions cannot exceed $50,000 per participant. Pursuant to the plan, the executive officers, as well as all other plan participants, may receive a matching contribution of 50% of the deferrals they have made during the year, up to a maximum of 6% of their annual compensation. The NQSP Plan also permits the Company to provide an Enhanced Matching Contribution (“EMC”) to participants. The EMC can range from 0% to 50% on the employee’s first 6% of deferrals from the prior year. The EMC is in addition to the regular 50% match of a participant’s deferrals made (on the first 6% of employee deferrals). In 2021, ManpowerGroup made a 50% EMC match to the NEOs who participated in the plan in 2020. ManpowerGroup’s contributions to a participant’s account under the NQSP Plan (both matching contributions and EMCs) are not fully vested until a participant has at least three years of credited service with ManpowerGroup, with vesting occurring on a pro-rata basis during those three years. All of the NEOs who participate in the plan were fully vested in their matching contributions and EMCs as of December 31, 2021, except Ms. Nettles who joined the Company in 2019. 56 2022 Proxy Statement 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, 2021. NAME OF FUND ANNUAL RETURN JP Morgan Chase Bank U.S. Active Core Equity Fund 28.80 %  Vanguard Total Stock Market Index Fund Institutional Shares 25.73 %  Hartford International Opportunities Fund 7.71 %  Eaton Vance Atlanta Capital SMID-Cap Fund 22.33 %  Vanguard Total International Stock Market Index Fund Institutional Shares 8.68 %  T. Rowe Price Global Growth Stock Fund 11.35 %  JP Morgan Smart Retirement Blend 2020 6.36 %  JP Morgan Smart Retirement Blend 2025 9.07 %  JP Morgan Smart Retirement Blend 2030 11.33 %  JP Morgan Smart Retirement Blend 2035 14.09 %  JP Morgan Smart Retirement Blend 2040 15.94 %  JP Morgan Smart Retirement Blend 2045 17.75 %  JP Morgan Smart Retirement Blend 2050 17.76 %  JP Morgan Smart Retirement Blend 2055 17.81 %  JP Morgan Smart Retirement Blend 2060 17.76 %  JP Morgan Smart Retirement Blend Income Fund 6.33 %  Fidelity Short Term Bond (0.73 )%  PGIM Total Return Bond Fund - Class R6 (1.15 )%  Vanguard Total Bond Market Index Fund Institutional Shares (1.65 )%  Vanguard Federal Money Market Fund Investor Shares 0.01 %  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. 57 2022 Proxy Statement COMPENSATION TABLES Termination of Employment and Change of Control Arrangements 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 the two-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. 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, 2021 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), nor does any table illustrate the value of any enhanced benefits upon retirement of an NEO who was not eligible for retirement treatment as of December 31, 2021 with respect to any of their unvested benefits. The tables below assume that in a “change of control,” the acquiring or surviving company would have assumed all unvested equity awards. Severance agreements. Under the severance agreements, upon the involuntary termination of the NEO’s employment (other than for cause, as described below) or upon the voluntary termination of employment by the NEO for good reason (as described below), the NEO is entitled to receive a severance payment equal to the sum of the executive’s base salary and annual incentive. The severance payment to the CEO is capped at 2.5 times his base salary in effect at the time of the termination, while the CFO’s severance payment is capped at 2 times his base salary in effect at the time of the termination. There is no cap applicable to the other NEOs. In the event an NEO’s termination occurs in the two-year period following a change of control of ManpowerGroup or during a “protected period” (generally, the six-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 30th 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. 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 are non-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 bonus 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, (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 two years after a change of control, or (vi) 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 by non-competition agreements in favor of ManpowerGroup for the one-year period following the termination of their employment for any reason, except where the termination occurs within the two-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. Effective as of November 12, 2021, ManpowerGroup entered into new severance agreements with Messrs. McGinnis and Buchband, replacing their prior severance agreements that were scheduled to expire December 12, 2021 and November 8, 2021, respectively. These severance agreements replace their previous severance agreements dated as of December 12, 2018 and November 8, 2018, respectively. The new severance agreements contain terms substantially similar to their prior severance agreements and are set to expire on the first to occur of (1) the date two years after the occurrence of a change of control of ManpowerGroup or (2) November 12, 2024 if no such change of control occurs before November 12, 2024. 58 2022 Proxy Statement COMPENSATION TABLES 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 a 12-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 the two-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 an 18-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. Stock options. As of December 31, 2021, each of the NEOs held unvested stock options granted under the 2011 Equity Incentive Plan. Under the terms of the stock option agreements that ManpowerGroup entered into with each of the NEOs, unvested options immediately vest upon the NEO’s death or disability. Furthermore, upon a change of control where the options are converted on a tax-free basis or where ManpowerGroup’s shares remain publicly traded, the options only accelerate vesting in the event of the NEO’s involuntary termination of employment (other than for cause) or a voluntary termination of employment for good reason during a protected period or within two years following a change of control. Alternatively, upon a change of control of ManpowerGroup where ManpowerGroup’s shares do not remain publicly traded or where a publicly traded acquirer does not convert the options into options of the acquirer’s shares on a tax-free basis, such options immediately vest upon the change of control. For purposes of these stock option agreements, the definitions of cause and good reason are generally the same as those used in the NEOs severance agreements. Under the terms of the stock option agreements entered into with each of the NEOs, unvested options also immediately vest upon the NEO’s “retirement.” Here, retirement means the termination of the NEO’s employment on or after age 55 and the NEO has completed 10 years of service with ManpowerGroup. Unvested options are forfeited upon the NEO’s termination of employment for reasons other than death, disability, retirement, or in connection with a change in control. RSUs. As of December 31, 2021, the NEOs held unvested RSUs granted under the 2011 Equity Incentive Plan. A NEO will become fully vested in his or her RSUs upon a termination of employment due to death or disability. All RSUs held by the NEOs will become fully vested upon a termination of employment due to the NEO’s retirement. For these awards, “retirement” generally means the termination of the NEO’s employment on or after age 55 if the NEO has completed 10 years of service with ManpowerGroup. Upon a change of control, the RSUs shall vest according to the same terms as described above for stock options. RSUs are forfeited upon the NEO’s termination of employment for reasons other than death, disability, retirement, or in connection with a change in control. PSUs. As of December 31, 2021, all NEOs held outstanding PSUs granted under the 2011 Equity Incentive Plan. Generally, under these awards, upon a NEO’s termination of employment due to retirement (here, employment termination after age 55 with 10 years of completed service), the NEO is entitled to receive a pro-rata number of shares based on the actual results at the end of the applicable performance period, prorated based on the time elapsed after the agreement date and during the applicable service periods. No proration will apply under the 2019, 2020 or 2021 award of performance units upon a NEO’s termination of employment due to retirement (here, employment termination after age 55 with 10 years of completed service), if the Committee has approved a succession plan, as recommended by the CEO, for the NEO or with respect to his or her position. PSUs are forfeited upon a termination of employment prior to the end of the performance period for reasons other than death, disability, retirement, or in connection with a change in control. Generally, upon the death or disability of a NEO during the performance period, the NEO is entitled to receive the target amount of shares. However, NEOs received a special PSU grant during 2021 with a two-year performance period (the “2021 Special Grant”) that does not vest upon the NEO’s death or disability prior to the end of the performance period. In the event of a change of control of ManpowerGroup, if the NEO’s employment were terminated prior to the end of the vesting period for such awards (either by ManpowerGroup other than for cause or by the NEO for good reason), the NEO generally would be entitled to accelerated vesting of any unpaid PSUs, where the total number of shares payable under the award will be based on an amount determined by the Committee. 59 2022 Proxy Statement COMPENSATION TABLES Annual Incentive Plan. The ManpowerGroup Annual Incentive Plan (the “Annual Incentive Plan”) provides that a bonus will become vested upon retirement. For purposes of this plan, “retirement” means the NEO terminates employment after he or she has (i) reached age 55 and (ii) completed 10 years of service. The amount of the bonus earned for the year of retirement will be based on the actual bonus that would have been earned had the NEO continued employment, but the bonus will be prorated based on the actual number of days the NEO was employed by ManpowerGroup during the year of retirement. 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 a NEO terminates employment after he or she has (i) reached age 60, (ii) has reached age 55 and completed 20 years of service with ManpowerGroup or (iii) has reached age 55, and ManpowerGroup determines that the retirement is bona fide and that the NEO will not perform services for any competitor of ManpowerGroup. All of the NEOs that participate in this plan other than Ms. Nettles are already fully vested in their benefits under this plan and therefore, only Ms. Nettles would receive any enhanced benefit upon her death, disability or retirement. 60 2022 Proxy Statement COMPENSATION TABLES Post-Termination and Change of Control Benefits Jonas Prising, CEO (1)     DEATH($)     DISABILITY($)     INVOLUNTARY TERMINATION OR GOOD REASON – NO COC($)     DOUBLE TRIGGER (COC+ TERMINATION) ($)(2)     FOR CAUSE($) ��   VOLUNTARY($)     RETIREMENT($)   Severance Payment(3)     —       —       3,125,000       9,750,000       —       —       —   Prorated Incentive(4)     2,000,000       2,000,000       3,400,000       2,000,000       —       —       3,475,000   Options(5)     1,461,623       1,461,623       —       1,461,623       —       —       1,461,623   PSUs(6)     19,011,664       19,011,664       —       20,853,731       —       —       12,439,845   RSUs(7)     6,679,953       6,679,953       —       6,679,953       —       —       6,679,953   Health Benefits     —       —       28,371       43,379       —       —       —   Total     29,153,240       29,153,240       6,553,371       40,788,686       —       —       24,056,421   (1) The term of Mr. Prising’s severance agreement expires on February 14, 2023. As of December 31, 2021, Mr. Prising was eligible for retirement treatment under certain of his outstanding awards. (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 the two-year period following a change of control. (3) The amount of the severance payment under Mr. Prising’s severance agreement is equal to the sum of his annual base salary at the highest rate in effect during the terms of the agreement (here, $1,250,000) and his target bonus for the year of the termination (here, $2,000,000). In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the severance payment is limited to a maximum of 2.5 times Mr. Prising’s annual base salary. In a double-trigger scenario, the amount of his severance payment is multiplied by three. (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 2021 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. In the event of retirement, the prorated incentive is based on the actual incentive earned for 2021. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2021, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2021 compensation for Mr. Prising in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2021 ($97.33) and the exercise price of each unvested stock option held by Mr. Prising on such date. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2019, 2020 and 2021 grants) using the closing stock price on December 31, 2021 ($97.33). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the results2019 award and assuming the Committee would determine the amount of shares earned relating to the 2020 and 2021 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2019, 2020 and 2021 (excluding the 2021 Special Grant). In the case of retirement, the prorated award payout is shown based on the number of shares earned based on actual performance for the 2019 award and assuming actual performance for the 2020 and 2021 awards at the target level, where the 2020 and 2021 awards are prorated based on the number of months of the financial metrics.performance period completed as of December 31, 2021. A full payout would only be applicable in the case of a retirement where the Committee had approved a succession plan and no such succession plan was approved for Mr. Prising as of the date hereof.   (7) The value of any unvested RSUs is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2021 ($97.33). 61 2022 Proxy Statement COMPENSATION TABLES Post-Termination and Change of Control Benefits John T. McGinnis, CFO (1)      DEATH($)      DISABILITY($)      INVOLUNTARY TERMINATION OR GOOD REASON – NO COC($)      DOUBLE TRIGGER (COC+ TERMINATION) ($)(2)      FOR CAUSE($)      VOLUNTARY($)   Severance Payment(3)      —        —        1,493,500        4,704,525        —        —   Prorated Incentive(4)      821,425        821,425        1,396,423        821,425        —        —   Options(5)      422,170        422,170        —        422,170        —        —   PSUs(6)      5,548,005        5,548,005        —        6,158,264        —        —   RSUs(7)      1,947,963        1,947,963        —        1,947,963        —        —   Health Benefits      —        —        26,778        40,945        —        —   Outplacement      —        —        25,000        25,000        —        —   Total      8,739,563        8,739,563        2,941,701        14,120,292        —        —   (1) On November 12, 2021 ManpowerGroup Entered into a severance agreement with Mr. McGinnis that replaced his previous agreement, which was scheduled to expire on December 12, 2021. The term of Mr. McGinnis’s severance agreement expires on November 12, 2024. As of December 31, 2021, Mr. McGinnis was not eligible for retirement treatment. (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 the two-year period following a change of control. (3) The amount of the severance payment under Mr. McGinnis’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $746,750) and his target annual incentive for the fiscal year in which the termination occurs (here, $821,425). In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the severance payment is limited to a maximum of 2 times Mr. McGinnis’ annual base salary. In a double-trigger scenario, the amount of his severance payment is multiplied by three. (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 2021 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2021, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2021 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2021 ($97.33) and the exercise price of each unvested stock option held by Mr. McGinnis on such date. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2019, 2020 and 2021 grants) using the closing stock price on December 31, 2021 ($97.33). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance share unitfor the 2019 award and assuming the Committee would determine the number of shares earned relating to the 2020 and 2021 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2019, 2020 and 2021 (excluding the 2021 Special Grant). (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, 2021 ($97.33). 62 2022 Proxy Statement COMPENSATION TABLES Post-Termination and Change of Control Benefits Michelle S. Nettles, Chief People & Culture Officer (1)      DEATH($)      DISABILITY($)      INVOLUNTARY TERMINATION OR GOOD REASON – NO COC($)      DOUBLE TRIGGER (COC+ TERMINATION) ($)(2)      FOR CAUSE($)      VOLUNTARY($)   Severance Payment(3)      —        —        991,375        1,982,750        —        —   Prorated Incentive(4)      424,875        424,875        722,288        424,875        —        —   Options(5)      154,967        154,967        —        154,967        —        —   PSUs(6)      1,958,085        1,958,085        —        2,121,307        —        —   RSUs(7)      1,316,291        1,316,291        —        1,316,291        —        —   Health Benefits      —        —        20,177        31,207        —        —   Outplacement      —        —        25,000        25,000        —        —   Nonqualified Savings Plan      5,780        5,780        —        —        —        —   Total      3,859,998        3,859,998        1,758,840        6,056,397        —        —   (1) The term of Ms. Nettles’ severance agreement expires on August 14, 2022. As of December 31, 2021, Ms. Nettles was not eligible for retirement treatment. (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 the two-year period following a change of control. (3) The amount of the severance payment under Ms. Nettles’ severance agreement is equal to her annual base salary at the highest rate in effect during the term of the agreement (here, $565,000) and her target annual incentive for the fiscal year in which the termination occurs (here, $424,875). In a double-trigger scenario, the amount of her severance payment is multiplied by two. (4) In the case of her involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to her under her severance agreement is based on the actual incentive earned for 2021 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive payable to her under her severance agreement is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2021, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2021 compensation for her in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2021 ($97.33) and the exercise price of each unvested stock option held by Ms. Nettles on December 31, 2021. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2019, 2021 and 2021 grants) using the closing stock price on December 31, 2021 ($97.33). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2019 award and assuming the Committee would determine the number of shares earned relating to the 2020 and 2021 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2019, 2020 and 2021 (excluding the 2021 Special Grant). (7) The value of any unvested restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2021 ($97.33). 63 2022 Proxy Statement COMPENSATION TABLES Post-Termination and Change of Control Benefits Richard Buchband, SVP, General Counsel and Secretary (1)      DEATH($)      DISABILITY($)      INVOLUNTARY TERMINATION OR GOOD REASON –NO COC($)      DOUBLE TRIGGER (COC+ TERMINATION) ($)(2)      FOR CAUSE($)      VOLUNTARY($)   Severance Payment(3)      —        —        946,313        1,892,626        —        —   Prorated Incentive(4)      405,563        405,563        689,456        405,563        —        —   Options(5)      121,295        121,295        —        121,295        —        —   PSUs(6)      1,562,536        1,562,536        —        1,694,515        —        —   RSUs(7)      549,525        549,525        —        549,525        —        —   Health Benefits      —        —        30,632        46,817        —        —   Outplacement      —        —        25,000        25,000        —        —   Total      2,638,919        2,638,919        1,691,401        4,735,341        —        —   (1) On November 12, 2021, ManpowerGroup entered into a severance agreement with Mr. Buchband that replaced his previous agreement, which expired on November 8, 2021. The term of Mr. Buchband’s severance agreement expires on November 12, 2024. As of December 31, 2021, Mr. Buchband was not eligible for retirement treatment. (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 the two-year period following a change of control. (3) The amount of the severance payment under Mr. Buchband’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $540,750) and his target annual incentive for the fiscal year in which the termination occurs (here, $405,563). In a double-trigger scenario, the amount of his severance payment is multiplied by two. (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 2021 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive payable to him under his severance agreement is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2021, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2021 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2021 ($97.33) and the exercise price of each unvested stock option held by Mr. Buchband on December 31, 2021. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2019, 2020 and 2021 grants) using the closing stock price on December 31, 2021 ($97.33). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2019 award and assuming the Committee would determine the number of shares earned relating to the 2020 and 2021 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2019, 2020 and 2021 (excluding the 2021 Special Grant). (7) The value of any unvested restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2021 ($97.33). 64 2022 Proxy Statement 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 people, culture and compensation 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. As ManpowerGroup operates 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 PSU 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 65 2022 Proxy Statement   Compensation Tables Compensation Tables Summary Compensation Table The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, 2018, December 31, 2017, and December 31, 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 ($)       Stock Awards ($)(1)       Option Awards ($)(2)       Non-Equity Incentive Plan Compensation ($)       Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)       All Other Compensation ($)(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 (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” See page 56 for the breakout in the grant date fair value of performance share units (“PSUs”) and restricted stock units (RSUs”). 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 2018 Table. (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 is795,736Singapore Dollars (“SGD”). Mr. Chandrashekar’s salary and incentive payment are paid in SGD. His salary and incentive payment 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 & IT and 2019 Proxy Statement| 54 Compensation Tables   President, Asia Pacific Middle East. The amounts included in the all other compensation column have been translated at an exchange rate of 0.7337 (in U.S. Dollars), the rate in effect on December 31, 2018. Based on the exchange rate of 0.7337 (in U.S. Dollars), as of December 31, 2018, Mr. Chandrashekar’s salary was $583,832and incentive compensation was $537,592. (6) Under SEC disclosure rules, Mr. Buchband did not become a NEO until this year, which is why his compensation has not been disclosed in the Summary Compensation Table previously. (7) The amount reported in the Salary column for Mr. Green represents his salary through his retirement date on October 1, 2018. All Other Compensation in 2018             Name & Principal Position   Perquisites & Other Personal Benefits ($)(1)   Tax Reimbursements ($)(2)   Payments/ Accruals on Termination Plans ($)   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 and the Company’s 401(k) Plan to the extent the NEO has made a“catch-up” contribution. For Mr. Chandrashekar, the amount represents our contributions to the Central Provident Fund of Singapore (CPF). Further information regarding the Nonqualified Savings Plan can be found in the Nonqualified Deferred Compensation Table and accompanying narrative. (4) In addition to the amounts described above in footnote (1), this amount reflects $40,305 for tax preparation services, $39,174 for the lease and maintenance payments associated with Mr. Chandrashekar’s car and $14,786 for round-trip airfare from India to the U.S. and from India to Singapore for members of Mr. Chandrashekar’s family. These items have been translated at an exchange rate for SGD of 0.7337 (in U.S. Dollars) which was the exchange rate in effect on December 31, 2018. These benefits are paid to Mr. Chandrashekar in connection with his assignment to Singapore. (5) This amount reflects tax payments paid on Mr. Chandrashekar’s behalf for compensation he received in 2018 in connection with time spent in the United States as part of his roles and responsibilities. The amount of these taxes is subject to future adjustment after calculation of the final taxes due by Mr. Chandrashekar. (6) In addition to the amounts described above in footnote (1), this amount includes $75,000 in consulting fees paid to Mr. Green under the consulting agreement he entered into with the Company effective October 2, 2018, which was after his retirement from the Company. 55 |ManpowerGroup   Compensation Tables Grants of Plan-Based Awards in 2018                             Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1)     Estimated Future Payouts Under Equity Incentive Plan Awards(2)     All Other Stock Awards: Number of Shares of Stock or Units (#)(3)     All Other Option Awards: Number of Securities Underlying Options (#)(4)     Exercise or Base Price of Option Awards ($/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 full year. (2) These amounts represent the number of PSUs that could be earned related to the PSUs granted in 2018 under the 2011 Equity Incentive Plan. (3) Amounts represent the number of restricted stock units granted in 2018 under the 2011 Equity Incentive Plan. (4) These amounts represent the number of shares underlying stock options that were granted in 2018 under the 2011 Equity Incentive Plan. (5) The grant date fair value of stock and option awards granted in 2018 that are reported in this column have been computed in accordance with FASB ASC Topic 718. 2019 Proxy Statement| 56 Compensation Tables   Compensation Agreements and Arrangements Mr. Prising, Mr. 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. 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, 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 and payment of tax preparation expenses. 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. 57 |ManpowerGroup   Compensation Tables 2018 Annual Incentive Award Calculations The following tables illustrate the achievement of the performance targets in relation to the payment of the 2018 Annual Incentive Awards. The awards are reflected in the Summary Compensation Table on page 54 under the heading“Non-Equity Incentive Plan Compensation.” For 2018, ManpowerGroup’s EPS, as reported, was $8.56 and ROIC was 15.4%. When it adopted financial targets for 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. For 2018, the Committee’s calculation of EPS for Mr. Prising and the other NEOs excluded the changes in foreign currency exchange rates, which resulted in an EPS of $8.52, as well as the impact of share repurchase activity during the year (except to the extent necessary to offset dilution resulting from shares issued under equity 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. 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 — 2018 Annual Incentive Calculation               Performance Level          Percentage of 2018 Salary        Amount Earned     EPS Goal      Above Threshold          33.1 %     $ 414,063   ROIC Goal      Above Threshold          27.9 %     $ 348,214   Operating Objectives      At Target          30.0 %     $ 375,000   Total Incentive                     91.0   %       $   1,137,277       John T. McGinnis — 2018 Annual Incentive Calculation               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 — 2018 Annual Incentive Calculation               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 — 2018 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 Grants Under the 2011 Equity Incentive Plan Stock options. ManpowerGroup made grants of stock options to all of the executive officers under the 2011 Equity Incentive Plan in February 2018. The stock options granted in 2018 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 PSUs to all of the executive officers under the 2011 Equity Incentive Plan in February of 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 46 for a description of the goals established by the Committee for the 2018 performance share unit grant. No dividends are paid on the PSUs unless and until actual shares are issued to the executive officer upon the vesting of the PSUs 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 February 2018 have a three-year cliff vest and are earned as long as the executive officer continues to be employed by the Company. Dividend equivalents are paid on the restricted stock units under these awards. 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. Career shares. ManpowerGroup did not make any career share grants to any of the NEOs in 2018. 2019 Proxy Statement| 60 Compensation Tables   Outstanding Equity Awards at December 31, 2018           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, or Other Rights that Have Not Vested (#)(3)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights 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, or Other Rights that Have Not Vested (#)(3)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights 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 PSUs. (2) Value based on the closing price of $64.80 on December 31, 2018. (3) Represents outstanding grants of PSUs measured at target levels. (4) The remaining unvested options vested on February 10, 2019. (5) 50% of the remaining unvested options vested on February 16, 2019 and the remaining unvested options are scheduled to vest on February 16, 2020. (6) 33% of the remaining unvested options vested on February 9, 2019, and 33% of the remaining unvested options are scheduled to vest on each of February 9, 2020 and 2021. (7) 25% of the unvested options vested on February 15, 2019 and 25% of the remaining unvested options are scheduled to vest on each of February 15, 2020, 2021 and 2022. (8) These restricted stock units vested on February 16, 2019. (9) Restricted stock units scheduled to vest on February 9, 2020. (10) Restricted stock units scheduled to vest on February 15, 2021. 2019 Proxy Statement| 62 Compensation Tables       (11) Career shares scheduled to vest on February 16, 2021.   (12) These performance shares represent the actual shares achieved during the 2016-2018 performance period. These shares were earned on February 15, 2019 after the Committee certified the performance achieved as of December 31, 2018. CEO Pay Ratio (13) Performance shares, reported at the target level, scheduled to vest in February 2020 if the committee certifies that the performance targets are achieved as of December 31, 2019. In accordance with the requirements of Item 402(u) of Regulation S-K, we have calculated a CEO Pay Ratio for 2021. This ratio is a reasonable estimate, calculated as described below. (14) Performance shares, reported at the target level, scheduled to vest in February 2021 if the committee certifies that the performance targets are achieved as of December 31, 2020. Measurement Date (15) These options fully vested upon Mr. Green’s retirement on October 1, 2018 Option Exercises and Stock Vested in 2018            Option Awards      Stock Awards   Name & Principal Position      Number of Shares Acquired on Exercise (#)        Value Realized on Exercise ($)        Number of Shares Acquired on Vesting (#)(1)        Value Realized on Vesting ($)     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       We utilized a measurement date of October 1, 2020, which reflects an employee population of approximately 600,000 individuals worldwide as of the measurement date. It is important to note that 95% of this population comprises our “associates” — these are the employees on assignment that day with our clients within the 75 countries and territories in which we operated in 2020. A majority of such assignments are temporary in nature, of different types and durations, which leads to considerable variation in our employee population on a daily basis. In accordance with Item 402(u), our employee population includes both our associates and the remaining 5% of our employees who represent our “permanent” (full- and part-time) staff. (1) Includes vesting of RSUs and PSUs as follows:       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       Consistently Applied Compensation Measure (2) Of the total stock awards vested for Mr. Green 22,793 RSUs vested upon his retirement on October 1, 2018. In accordance with Section 409A of the Internal Revenue Code, these will not be distributed to Mr. Green until April 2019. For each of these individuals, compensation was calculated based on total taxable earnings as defined in their home country’s payroll systems. Consistent with SEC rules, we annualized this number for part-time and full-time employees who were employed for less than the full year in 2020, but not for our associates whose positions are seasonal or temporary in nature. The individual who was our median employee for our calculation in 2020 is no longer employed by us. In accordance with Item 402(u), we determined that there was another similarly compensated individual as the 2020 median employee, and we have used that individual as the median employee for the calculations. We believe we have not had any significant changes to our employee population or our employee compensation arrangements since last year and we believe the selection of this individual as our median employee does not result in a significant change to our pay ratio disclosure. The median employee identified for 2021 is an associate located in Thailand whose total annual compensation was calculated in accordance with the requirements of the Summary Compensation Table as being $8,022. When calculated against Mr. Prising’s compensation for 2021 of $18,787,835 as reflected in the Summary Compensation Table, it yields a CEO Pay Ratio of 2,342:1. 63  Calculation Excluding Associates|ManpowerGroup   Compensation Tables Nonqualified Deferred Compensation in 2018               Name & Principal Position      Plan        Executive Contributions in 2018 ($)(1)        Registrant Contributions in 2018 ($)        Aggregate Earnings in 2018 ($)       Aggregate Withdrawals/ Distributions ($)        Aggregate Balance at December 31, 2018 ($)(2)     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 2018 salary, which amounts were also included in the salary column for each executive officer in the Summary Compensation Table. Of the amounts disclosed in this column for the Nonqualified Savings Plan, the following contributions are attributable to a portion of the 2017 annual incentive, which was disclosed in the 2017 Summary Compensation Table for all NEOs except Mr. Buchband: Mr. Prising — $35,577; Mr. McGinnis — $42,385; Ms. Swan — $32,801; and Mr. Buchband — $20,610. (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 2018 or prior to 2018: Mr. Prising — $1,369,949; Mr. McGinnis — $131,370; Ms. Swan — $491,214 and Mr. Green — $19,735. The difference between the amounts disclosed in this footnote and the amounts disclosed in the above column for the Nonqualified Savings Plan reflect earnings (and losses) on the contributions, any salary or bonus deferrals by the executive prior to becoming an NEO, and any company contributions prior to the executive becoming an NEO. (3) These amounts reflect the value of RSUs from the 2011 Equity Incentive Plan of ManpowerGroup Inc. that vested upon Mr. Green’s retirement on October 1, 2018. The difference between the value disclosed in the Aggregate Balance at December 31, 2018 column and what was previously reported in the Summary Compensation Table is the change in value between the grant date of the shares and December 31, 2018 and dividend equivalents earned on the restricted stock units. In accordance with Section 409A of the Internal Revenue Code, the distribution of these shares is subject to a6-month delay and will be distributed in April 2019. 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. Elections must be made by the executive officers before December 31 of the year prior to the year in which it will be earned. The executive officers are permitted to defer up to 50% of their salary and 50% of their annual incentive under the plan, but the total annual contributions cannot exceed $50,000 per participant. Pursuant to the plan, the executive officers, as well as all other plan participants, may receive a matching amount of 50% of the deferrals they have made during the year, up to a maximum of 6% of their annual compensation. Effective December 31, 2015, the plan was amended to allow ManpowerGroup to make a discretionary Enhanced Matching Contribution (“EMC”) to participants in the plan. The EMC is calculated as an additional matching contribution (over and above the regular 50% match of the deferrals made during the year on the first 6% of employee contributions). During 2018, ManpowerGroup made an EMC equal to a25% match of the deferrals made for each NEO who participated in the plan in 2017. Also effective January 1, 2016, ManpowerGroup’s contributions to a participant’s account under the plan (both matching contributions and EMC’s) are not fully vested until a participant has at least three years of credited service with ManpowerGroup, with vesting occurring on apro-rata basis during those three years. Prior to 2016, employees were fully vested after five years of credited service. All of the executive officers who participate in the plan were fully vested in their matching contributions and enhanced matching contributions as of December 31, 2018, except for Mr. McGinnis, who joined the company in 2016. 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, 2018. Name of Fund Annual Return   Mainstay Epoch US All Cap Fund Class I (10.85 )%  Vanguard Total Stock Market Index Fund Institutional Shares (5.16 )%  Dodge & Cox International Stock Fund (17.98 )%  Vanguard Total International Stock Index Fund Institutional Shares (14.39 )%  T. Rowe Price Institutional Global Growth Equity Fund (6.80 )%  Fidelity Freedom 2005 Fund (2.46 )%  Fidelity Freedom 2010 Fund (3.52 )%  Fidelity Freedom 2015 Fund (4.38 )%  Fidelity Freedom 2020 Fund (5.16 )%  Fidelity Freedom 2025 Fund (5.81 )%  Fidelity Freedom 2030 Fund (6.92 )%  Fidelity Freedom 2035 Fund (8.29 )%  Fidelity Freedom 2040 Fund (8.89 )%  Fidelity Freedom 2045 Fund (8.90 )%  Fidelity Freedom 2050 Fund (8.85 )%  Fidelity Freedom 2055 Fund (8.86 )%  Fidelity Freedom 2060 Fund (8.83 )%  Fidelity Freedom Income Fund (1.74 )%  Fidelity Short Term Bond 1.19 %  PGIM Total Return Bond Fund - Class R6 (0.63 )%  Vanguard Total Bond Market Index Fund Institutional Shares (0.01 )%  Vanguard Federal Money Market Fund Investor Shares 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 Termination of Employment and Change of Control Arrangements 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. Other than for 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, 2018 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), nor does any table illustrate the value of any enhanced benefits upon retirement of an NEO who was not eligible for retirement treatment as of December 31, 2018 with respect to any of their unvested benefits. As of December 31, 2018, only Ms. Swan was eligible for retirement treatment under certain of her outstanding awards. The tables below assume that in a “change of control,” the acquiring or surviving company would have assumed all unvested equity awards. Darryl Green Retirement.Mr. Green retired from ManpowerGroup on October 1, 2018. Following his retirement, 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 Mr. Green which follows the descriptions of the below arrangements illustrates the benefits he became entitled to receive upon his retirement, including the benefits pursuant to the Consulting Agreement. The table does not illustrate the value of any benefits 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. Green’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. Severance agreements. Under the severance agreements, upon the involuntary termination of the NEO’s employment (other than for cause, as described below) or upon the voluntary termination of employment by the NEO for good reason (as described below), the NEO is entitled to receive a severance payment equal to the sum of the executive’s base salary and annual incentive. The severance payment to the CEO is capped at2-1/2 times his base salary in effect at the time of the termination, while the CFO’s severance payment is capped at 2 times his base salary in effect at the time of the termination. There is no cap applicable to the other NEOs. 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 30th 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. 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 bonus 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 two years after a change of control. In addition, under the severance agreements with Mr. Prising, Mr. McGinnis, Ms. Swan, and 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. 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. Chandrashekar, Mr. Buchband and Mr. McGinnis. These new severance agreements are substantially similar to the ones they replaced and all expire on the first to occur of (1) the date two years after the occurrence of a change of control of the Company or (2) three years from the date the new severance agreement was entered into. Further, ManpowerGroup was party to a severance agreement with Mr. Green during 2018. This severance agreement was similar to the severance agreements with Mr. Buchband and Ms. Swan. Mr. Green is bound by the terms of the noncompetition provisions in the severance agreement for a period ofone-year following his retirement. Stock options. As of December 31, 2018, each of the NEOs (other than Mr. Green) held unvested stock options granted under the 2011 Equity Incentive Plan. Under the terms of the stock option agreements that ManpowerGroup entered into with each of the NEOs, unvested options immediately vest upon the NEO’s death or disability. Furthermore, upon a change of control where the options are converted on a tax free basis or where ManpowerGroup’s shares remain publicly traded, the options only accelerate vesting in the event of the NEO’s involuntary termination of employment (other than for cause) or a voluntary termination of employment for good reason during a protected period or within two years following a change of control. Alternatively, upon a change of control of ManpowerGroup where ManpowerGroup’s shares do not remain publicly traded or where a publicly traded acquirer does not convert the options into options of the acquirer’s shares on a tax free basis, such options immediately vest upon the change of control. For purposes of these stock option agreements, the definitions of cause and good reason are generally the same as those used in the NEO’s severance agreements. Under the terms of the stock option agreements entered into with each of the NEOs, unvested options also immediately vest upon the NEO’s “retirement.” Here, retirement means the termination of the NEO’s employment on or after age 55 and the NEO has completed 10 years of service with ManpowerGroup. Mr. Green’s unvested stock options vested on his retirement on October 1, 2018. Restricted stock units and career shares. As of December 31, 2018, the NEOs (other than Mr. Green) held unvested restricted stock units and career shares (restricted stock units that vest completely on a single date several years into the future, for example, four or five years) granted under the 2011 Equity Incentive Plan. A NEO will become fully vested in his or her restricted stock units or career shares upon a termination of employment due to death or disability. All restricted stock units held by the NEOs will become fully vested upon a termination of employment due to the NEO’s retirement. For these awards, “retirement” generally means the termination of the NEO’s employment on or after age 55 if the NEO has completed 10 years of service with ManpowerGroup. 67 |ManpowerGroup   Compensation Tables Mr. Green’s unvested restricted stock units vested on his retirement on October 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. Also, restricted stock units and career shares are forfeited upon the NEO’s involuntary termination of employment or a voluntary termination for good reason. PSUs. As of December 31, 2018, all NEOs held outstanding PSUs granted under the 2011 Equity Incentive Plan. Generally, under these awards, upon a NEO’s termination of employment due to retirement (here, employment termination after age 55 with 10 years of completed service), the NEO is entitled to receive apro-rata number of shares based on the actual results at the end of the applicable performance period, prorated based on the time elapsed after the agreement date and during the applicable service periods. No proration will apply under the 2016, 2017 or 2018 award of performance units upon a NEO’s termination of employment due to retirement (here, employment termination after age 55 with 10 years of completed service), if the Committee has approved a succession plan, as recommended by the CEO, for the NEO or with respect to his position. For any outstanding award of performance units share units held by Mr. Green upon his retirement on October 1, 2018, the Committee approved the succession plan for his position, so he is entitled to receive the full number of shares payable under each award at the end of each applicable performance period, based on actual results at the end of the applicable performance period. PSUs are forfeited upon an involuntary termination of employment or a voluntary employment termination for good reason prior to the end of the performance period. Generally, upon the death or disability of a NEO during the performance period, the NEO is entitled to receive the target amount of shares. In the event of a change of control of ManpowerGroup, if the NEO’s employment were terminated prior to the end of the vesting period for such awards (either by ManpowerGroup other than for cause or by the NEO for good reason), the NEO generally would be entitled to accelerated vesting of any unpaid PSUs, where the total number of shares payable under the award will be based on an amount determined by the committee. Annual Incentive Plan.The ManpowerGroup Annual Incentive Plan (the “Annual Incentive Plan”) provides that a bonus will become vested upon retirement. For purposes of this plan, “retirement” means a NEO terminates employment after he or she has (i) reached age 55 and (ii) completed 10 years of service. The amount of the bonus earned for the year of retirement will be based on the actual bonus that would have been earned had the NEO continued employment, but the bonus will be prorated based on the actual number of days the NEO was employed by ManpowerGroup during the year of retirement. Mr. Green received a prorated bonus under the Annual Incentive Plan for 2018 due to his retirement on October 1, 2018. Ms. Swan was the only NEO (other than Mr. Green) eligible for retirement under the Annual Incentive Plan. 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 a NEO terminates employment after he or she has (i) reached age 60, (ii) has reached age 55 and completed 20 years of service with ManpowerGroup or (iii) has reached age 55, and ManpowerGroup determines that the retirement is bona fide and that the NEO will not perform services for any competitor of ManpowerGroup. All of the NEOs that participate in this plan other than Mr. McGinnis are already fully vested in their benefits under this plan and therefore, only Mr. McGinnis would receive any enhanced benefit upon his death, disability or retirement. 2019 Proxy Statement| 68 Compensation Tables   Post-Termination and Change of Control Benefits Jonas Prising, CEO (1)                     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, 2020. (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, $1,250,000) and his target bonus for the year of the termination (here, $1,875,000). In a double-trigger scenario, the amount of his severance payment is multiplied by three. (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 2018 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2018, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2018 compensation for Mr. Prising in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2018 ($64.80) and the exercise price of each unvested stock option held by Mr. Prising on such date. The exercise price of each unvested stock option held by Mr. Prising is greater than the closing stock price on December 31, 2018 ($64.80), resulting in no value being shown. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2016, 2017 and 2018 grants) using the closing stock price on December 31, 2018 ($64.80). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2016 award and assuming the Committee would determine the amount of shares earned relating to the 2017 and 2018 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2016, 2017 and 2018. (7) The value of any unvested restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2018 ($64.80). 69 |ManpowerGroup   Compensation Tables Post-Termination and Change of Control Benefits John T. McGinnis, CFO (1)                     Death($)        Disability($)        Involuntary Termination or Good Reason – no COC($)        Double Trigger (COC+ Termination) ($)(2)        For Cause($)      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. McGinnis’s severance agreement expires on December 12, 2021. (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. McGinnis’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $700,000) and his target annual incentive for the fiscal year in which the termination occurs (here, $700,000). In a double-trigger scenario, the amount of his severance payment is multiplied by three. (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 2018 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2018, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2018 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2018 ($64.80) and the exercise price of each unvested stock option held by Mr. McGinnis on such date. The exercise price of each unvested stock option held by Mr. McGinnis is greater than the closing stock price on December 31, 2018 ($64.80), resulting in no value being shown. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under his outstanding awards (2016, 2017, and 2018 grants) using the closing stock price on December 31, 2018 ($64.80). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2016 award and assuming the Committee would determine the amount of shares earned relating to the 2017 and 2018 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2016, 2017, and 2018. (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, 2018 ($64.80). 2019 Proxy Statement| 70 Compensation Tables   Post-Termination and Change of Control Benefits Ram Chandrashekar, EVP, Operational Excellence and IT and President, Asia Pacific Middle East (1)                     Death($)        Disability($)        Involuntary Termination or Good Reason – no COC($)        Double Trigger (COC+ Termination) ($)(2)        For Cause($)      Voluntary($)     Severance Payment(3)          —              —              1,098,736              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. Chandrashekar’s severance agreement expires on August 2, 2021. (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. Chandrashekar’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $627,849) and his prorated target annual incentive for the fiscal year in which the termination occurs (here, $470,887). In a double-trigger scenario, the amount of his severance payment is multiplied by two. (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 2018 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2018, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2018 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2018 ($64.80) and the exercise price of each unvested stock option held by Mr. Chandrashekar on such date. The exercise price of each unvested stock option held by Mr. Chandrashekar is greater than the closing stock price on December 31, 2018 ($64.80), resulting in no value being shown. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2016, 2017 and 2018 grants) using the closing stock price on December 31, 2018 ($64.80). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2016 award and assuming the Committee would determine the amount of shares earned relating to the 2017 and 2018 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2016, 2017 and 2018. (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, 2018 ($64.80). 71 |ManpowerGroup   Compensation Tables Post-Termination and Change of Control Benefits Mara E. Swan, EVP, Global Strategy and Talent (1)                      Death($)       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 Ms. Swan’s severance agreement expires on December 11, 2020. (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 Ms. Swan’s severance agreement is equal to her annual base salary at the highest rate in effect during the term of the agreement (here, $610,000) and her prorated target annual incentive for the fiscal year in which the termination occurs (here, $457,500). In a double-trigger scenario, the amount of her severance payment is multiplied by two. (4) In the case of her involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to her under her severance agreement is based on the actual incentive earned for 2018 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. In the event of retirement, the prorated incentive is based on the prorated incentive payable under the Annual Incentive Plan is based on the actual incentive earned for 2018. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2018, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2018 compensation for her in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2018 ($64.80) and the exercise price of each unvested stock option held by Ms. Swan on such date. The exercise price of each unvested stock option held by Ms. Swan is greater than the closing stock price on December 31, 2018 ($64.80), resulting in no value being shown. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2016, 2017 and 2018 grants) using the closing stock price on December 31, 2018 ($64.80). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2016 award and assuming the Committee would determine the amount of shares earned relating to the 2016 and 2017 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2016, 2017 and 2018. In the case of retirement, the payout is shown based on the number of shares earned based on actual performance for the 2016 award and assuming actual performance for the 2017 and 2018 awards at the target performance level. (7) The value of any unvested restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2018 ($64.80). 2019 Proxy Statement| 72 Compensation Tables   Post-Termination and Change of Control Benefits Richard Buchband, SVP, General Counsel and Secretary (1)                    Death($)       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 Mr. Buchband’s severance agreement expires on November 8, 2021. (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. Buchband’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $500,000) and his target annual incentive for the fiscal year in which the termination occurs (here, $300,000). In a double-trigger scenario, the amount of his severance payment is multiplied by two. (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 2018 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive payable to him under his severance agreement is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2018, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2018 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2018 ($64.80) and the exercise price of each unvested stock option held by Mr. Buchband on December 31, 2018. The exercise price of each unvested stock option held by Mr. Buchband is greater than the closing stock price on December 31, 2018 ($64.80), resulting in no value being shown. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2016, 2017 and 2018 grants) using the closing stock price on December 31, 2018 ($64.80). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2016 award and assuming the Committee would determine the amount of shares earned relating to the 2017 and 2018 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2016, 2017 and 2018. (7) The value of any unvested restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2018 ($64.80). 73 |ManpowerGroup   Compensation Tables Post-Termination and Change of Control Benefits Darryl Green, Former President and COO (1) Benefits Upon Retirement($) 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 prorated incentive payable to Mr. Green upon his retirement under the Annual Incentive Plan is based on the actual incentive earned for 2018. The prorated incentive was prorated based on the period Mr. Green was employed with ManpowerGroup through his retirement date of October 1, 2018. Note that an incentive amount has also been reported as 2018 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (3) The value of stock options is illustrated here by measuring the difference between the closing stock price on the date of Mr. Green’s retirement, October 1, 2018 ($85.40), and the exercise price of each unvested stock option held by Mr. Green on such date. (4) The value of PSUs which Mr. Green became vested in upon his retirement on October 1, 2018 is illustrated here by measuring the value of the number of shares payable under outstanding awards (2016, 2017 and 2018 grants) using the closing stock price on October 1, 2018 ($85.40), even though such shares will not be paid to Mr. Green until a later date (April 2019 for the 2016 PSUs and February 2020 and 2021 for the 2017 and 2018 performance share units, respectively). The payout is shown based on the number of shares earned based on actual performance for the 2016 grant and assuming actual performance for the 2017 and 2018 awards at the target level. (5) The value of any unvested restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on the date of Mr. Green’s retirement, October 1, 2018 ($85.40) even though the shares are not payable to Mr. Green until April 2019. (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. Mendoza and Mr. Zore retired from the board of directors on May 4, 2018. (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, 2018, the aggregate number of shares of deferred stock held by thenon-employee directors was as follows: 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, 2018. All shares of restricted stock granted to thenon-employee directors in 2018 were fully vested as of December 31, 2018. 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 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 for 2018.Non-employee directors were paid a cash retainer equal to $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 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, 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 2018, and the number of shares granted equaled $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 1,269 shares of deferred stock for 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 determined that no changes were needed to the program for 2019. 77 |ManpowerGroup   Compensation Tables Non-Employee Director Stock Ownership Guidelines 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 $450,000). The committee takes into account vested deferred and restricted stock in determining targeted ownership levels. The following table details eachnon-employee director’s stock ownership relative to the stock ownership guidelines:           Director      Target Number of shares (#)(1)      Number of shares held(#)(2)      Value of shares ($)(3)      Target Date to Satisfy Guidelines   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, March 1, 2019 as follows: 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 March 1, 2019 of $84.51. 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. 2019 Proxy Statement| 78 CEO Pay Ratio    CEO Pay Ratio In accordance with the requirements of Item 402(u) of RegulationS-K, we have calculated a CEO Pay Ratio for 2018. This ratio is a reasonable estimate, calculated as described below. Measurement Date When we calculated our median employee in 2017, we utilized a measurement date at the beginning of our fourth quarter (October 1, 2017). We had an employee population of more than 600,000 individuals worldwide as of the measurement date. It is important to note that 95% of this population comprises our “associates” — these are the employees on assignment that day with our clients within the 80 countries and territories in which we operate. A majority of such assignments are temporary in nature, of different types and durations, which leads to considerable variation in our employee population on a daily basis. In accordance with Item 402(u), our employee population includes both our associates and the remaining 5% of our employees who represent our “permanent” (full and part-time) staff. Consistently Applied Compensation Measure For each of these individuals, compensation was calculated based on total taxable earnings as defined in their home country’s payroll systems. Consistent with SEC rules, we annualized this number for part-time and full-time employees who were employed for less than the full year, but not for our associates whose positions are seasonal or temporary in nature. The individual who was our median employee for our calculation in 2017 is no longer employed by us. In accordance with Item 402(u), we determined that there was another similarly compensated individual as the 2017 median employee, and we have used that individual as the median employee for the calculations. We believe we have not had any significant changes to our employee population or our employee compensation arrangements since last year and we believe the selection of this individual as our median employee does not result in a significant change to our pay ratio disclosure. The median employee identified for 2018 is an associate located in Israel who worked as a caregiver for part of the year. Her total annual compensation was calculated in accordance with the requirements of the Summary Compensation Table as being $4,563. When calculated against Mr. Prising’s compensation for 2018 of $11,444,010 as reflected in the Summary Compensation Table, it yields a CEO Pay Ratio of 2,508:1. Calculation Excluding Associates Supplementally, we have again calculated a CEO pay ratio excluding our associates for 2018. As noted above, most of the individuals who are counted as “employees” under Item 402(u) are in fact associates who are performing work for our clients on a temporary basis. For this supplemental calculation, the median employee was a junior sourcing consultant in one of our branch offices in Belgium. Her annualized total compensation was $46,558 for 2018.Under this calculation, the CEO pay ratio is 246: Supplementally, we have again calculated a CEO pay ratio excluding our associates for 2021. As noted above, most of the individuals who are counted as “employees” under Item 402(u) are in fact associates who are performing work for our clients on a temporary basis. For this supplemental calculation, our median employee as of the measurement date was an individual in Belgium whose annualized total compensation was $39,288 for 2021. Under this calculation, the CEO pay ratio is 478:1. We believe this is a more representative indication of how our CEO pay compares to that of our workforce.   79 |ManpowerGroup 66 2022 Proxy Statement Audit Committee Report Charter and Responsibilities 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 Exchange and the SEC. The board of directors has adopted a charter for the audit committee, which is available on our web site at http://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 a periodic basis and recommends updates as necessary. 2021 Activity In 2021, 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 2021, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” our compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and the related auditing standards; the independent auditors’ material written communications with management; our annual internal and external audit plans and the internal and external staffing resources available to carry out our audit plans; internal audit results; our enterprise risk management framework, including financial and operational risks; certain risk matters including the Company’s risk profile, data privacy risk, and technology and cybersecurity risk; the impact of new accounting pronouncements; current tax matters affecting us, including reporting compliance, audit activity and tax planning; litigation and regulatory matters; our compliance with our code of business conduct and ethics, our anti-corruption policy, and our policy on gifts, entertainment and sponsorships; our compliance with our Policy Regarding the Retention of Former Employees of Independent Auditors and Independent Auditor Services 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 2021 prior to the quarterly release of earnings.    Audit Committee Report   Audit Committee Report67 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 Exchange and the SEC. The board of directors has adopted a charter for the audit committee, which is available on our web site athttp://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-audit2022 Proxy Statement 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 a periodic basis and recommends updates as necessary. In 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 2018, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” our compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and the related auditing standards; the independent auditors’ material written communications with management; our annual internal and external audit plans and the internal and external staffing resources available to carry out our audit plans; internal audit results; our risk management framework, including financial and operational risks; certain risk matters including the Company’s risk profile, vendor contract risk, treasury matters and technology and cybersecurity risk; the impact of new accounting pronouncements; current tax matters affecting us, including reporting compliance, audit activity and tax planning; litigation and regulatory matters; our compliance with our code of business conduct and ethics, our anti-corruption policy, and our policy on gifts, entertainment and sponsorships; our compliance with our Policy Regarding the Retention of Former Employees of Independent Auditors and Independent Auditor Services 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 2018 prior to the quarterly release of earnings. In February 2019, the independent auditors and members of senior management reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2018 AUDIT COMMITTEE REPORT Fiscal Year 2021 Financial Statements In February 2022, the independent auditors and members of senior management reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2021 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;   our judgmental reserves;   2019 Proxy Statement| 80 Audit Committee Report   the effect of regulatory and accounting pronouncements on our financial statements, including the adoption of significant accounting standards;   confirmation that there were no unrecorded material audit adjustments proposed by the independent auditors;   confirmation that there were no matters of significant disagreement between management and the independent auditors arising during the audit;   critical audit matters disclosed in the independent auditors’ opinion; other matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; • other matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 “Communications with Audit 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 2018 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 2018 and 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, 2017 and the review of the financial statements included in our Quarterly Reports onForm 10-Q for 2017 approved by the audit committee were $6,367,000 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, 2018 and the review of the financial statements included in our Quarterly Reports onForm 10-Q for 2018 approved by the audit committee were $7,907,000. Audit-Related Fees. The aggregate fees billed by Deloitte for audit-related services were $105,050 in 2017. These services consisted of issuing an audit report for one of our foreign subsidiaries regarding a government subsidy, issuing an audit report related to the statement of educational expenses for flex workers for one our subsidiaries and certification fees. The aggregate fees billed by Deloitte for audit-related services were $243,000 in 2018. These services consisted of review of financial statements for one of our foreign subsidiaries, providing a comfort letter in connection with a debt offering, providing consents and other miscellaneous services. Tax Fees. The aggregate fees billed by Deloitte for tax services were $482,400 in 2017. These services consisted of assistance in the preparation and review of certain international tax returns, consultation regarding appropriate handling of items on the U.S. and international tax returns, assistance with tax audits and examinations, advice related to VAT and wage tax matters, due diligence related to a potential acquisition, advice regarding tax issues relating to our reorganizations, and a transfer pricing study. The 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 billed by Deloitte to us in 2018. Approval Procedures. We have an Independent Auditor Services Policy that we review on an annual basis. The policy sets forth the types of services that we may and may not engage our auditors to provide, the approval 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 athttp://investor.manpowergroup.com/governance. Each of the services described under the headings “Audit-Related Fees” and “Tax Fees” was approved during 2017 and 2018 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 discussedCommunication with Deloitte their independence. In particular, at each regular meeting during 2018Audit Committees Concerning Independence; and at the meeting in February 2019 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 2018 matters relating to Section 404 of the Sarbanes-Oxley Act, including the management report on internal control over financial reporting for 2021 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 head of internal audit and management. 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 Form 10-K for the year ended December 31, 2021. 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 2021 and at the meeting in February 2022 the audit committee reviewed and discussed the non-audit services provided by Deloitte to us as described below. The audit committee has considered whether the provision of the non-audit services 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 2021 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, 2018. The Audit Committee Paul Read, Chair Gina R. Boswell Jean-Philippe Courtois John F. Ferraro Patricia Hemingway Hall Ulice Payne, Jr.   68 2022 Proxy Statement Fees Billed by Deloitte & Touche This table presents fees for professional audit and other services billed by Deloitte & Touche LLP and related entities (“Deloitte”) for 2021 and 2020, which consist of the following: YEAR ENDED DECEMBER 31,    2021      2020   Audit Fees    $ 7,595,000      $ 6,539,000   Audit-Related Fees    $ 255,000      $ 120,000   Tax Fees    $ 785,000      $ 434,000   All Other Fees      –        –   Total    $ 8,635,000      $ 7,093,000   Audit Fees These amounts represent the aggregate fees billed by Deloitte for the audit of our financial statements and attestation of our certification of our internal control over financial reporting for 2021 and 2020, respectively, and the review of the financial statements included in our Quarterly Reports on Form 10-Q for each year, all of which were approved by the audit committee. Audit-Related Fees These amounts consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting. For 2021, these services included certifications and attestation reports related to certain financial and non-financial information for specific client requirements and government subsidies for certain of our foreign subsidiaries and other miscellaneous services. For 2020, these services included attestation reports related to certain financial and non-financial information for specific client requirements and government subsidies for certain of our foreign subsidiaries and other miscellaneous services. Tax Fees Tax fees generally consist of tax compliance and return preparation and tax planning and advice. For 2021, these services included U.S. federal, state, local and international tax research and consultation services, services related to U.S. foreign tax credit and expense apportionment research and consultation and tax compliance and transfer pricing services. For 2020, these services included U.S. federal, state, local and international tax research and consultation services and services related to U.S. foreign tax credit and expense apportionment research and consultation. All Other Fees All other fees consist of permitted services other than those that meet the criteria above. There were no other fees incurred for 2021 and 2020. Independent Auditor Services Policy We have an Independent Auditor Services Policy that we review on an annual basis. The policy sets forth the types of services that we may and may not engage our auditors to provide, the approval requirements for permitted services and related disclosure and reporting standards. A copy of the policy is available on our web site at http://investor.manpowergroup.com/governance. Each of the services described under the headings “Audit-Related Fees” and “Tax Fees” was approved during 2021 and 2020 in accordance with the policy. 69 2022 Proxy Statement 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: NAME AND ADDRESS OF BENEFICIAL OWNERS    AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP        PERCENT OF     CLASS(1)     Capital World Investors 333 South Hope Street, 55th Fl Los Angeles, CA 90071      6,643,322 (2)       12.4 %  Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355      6,263,213 (3)       11.7 %  BlackRock, Inc. 55 East 52nd Street New York, NY 10055      4,779,808 (4)       8.9 %  (1) Based on 53,509,297 shares of common stock outstanding as of the record date. (2) This information is based on a Schedule 13G filed on February 11, 2022. According to this Schedule 13G, these securities are owned by Capital World Investors (“CWI”), a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K. and Capital Group Private Client Services, Inc. (together with CRMC, the “investment management entities”). CWI has sole voting power with respect to 6,643,322 shares held and sole dispositive power with respect to 6,643,322 shares held. (3) This information is based on a Schedule 13G filed on February 10, 2022. According to this Schedule 13G, these securities are owned by various individual and institutional investors for which Vanguard Group, Inc. (“Vanguard”) serves as investment advisor. Vanguard has shared voting power with respect to 32,387 shares held, sole dispositive power with respect to 6,185,665 shares held and shared dispositive power with respect to 77,548 shares held. (4) This information is based on a Schedule 13G filed on February 2, 2022 by BlackRock, Inc. on its behalf and on behalf of its following affiliates: BlackRock Life Limited, Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. According to this Schedule 13G, these securities are owned of record by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 4,505,359 shares held and sole dispositive power with respect to 4,779,808 shares held. 70 2022 Proxy Statement Beneficial Ownership of Directors and Executive Officers Set forth in the table below, as of February 25, 2022, 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 “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 25, 2022 by such persons. NAME OF BENEFICIAL OWNER    COMMON STOCK BENEFICIALLY OWNED(1)(3)        RIGHT TO ACQUIRE COMMON STOCK(1)(2)        PERCENT OF CLASS   Jonas Prising      745,098          446,481          1.4 %  Gina R. Boswell      10,730          —          *   Richard Buchband      39,683          31,178          *   Jean-Philippe Courtois      —          —          *   William Downe      26,000          —          *   John F. Ferraro      —          —          *   William P. Gipson      —          —          *   Patricia Hemingway Hall      10,027          —          *   Julie M. Howard      4,085          —          *   John T. McGinnis      119,337          97,482          *   Michelle S. Nettles      20,042          13,094          *   Ulice Payne, Jr      9,132          —          *   Paul Read      9,822          —          *   Elizabeth P. Sartain      25,969          —          *   Michael J. Van Handel      12,395          —          *   All directors and executive officers as a group (15 persons)      1,032,320          588,235          1.9 %  * 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. 71 2022 Proxy Statement BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The table additionally does not include vested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on a one-for-one basis, held by the following directors that were issued under the 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan: DIRECTOR VESTED DEFERRED STOCK 2011 PLAN Jean-Philippe Courtois 2,085 William Downe 29,285 John F. Ferraro 15,483 William P. Gipson 3,171 Patricia Hemingway Hall 4,658 Julie M. Howard 11,004 Ulice Payne, Jr. 5,294 Paul Read 5,294 Michael J. Van Handel 3,890 The table does not include 1,798 unvested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on a one-for-one basis, held by each of Mr. Courtois, Mr. Ferraro, Mr. Gipson, Ms. Hemingway Hall, Ms. Howard, Mr. Payne, and Mr. Van Handel that were issued under the 2011 Plan and the Terms and Conditions on January 1, 2022. These shares of deferred stock vest in equal quarterly installments during 2022. (2) Common stock that may be acquired within 60 days of the record date through the exercise of stock options and the settlement of vested RSUs. (3) Includes the following number of shares of unvested restricted stock as of the record date: DIRECTOR UNVESTED RESTRICTED STOCK Gina R. Boswell 1,798 William Downe 1,798 Paul Read 1,798 Elizabeth P. Sartain 1,798 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. 72 2022 Proxy Statement 1. Election of Directors Our articles of incorporation 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’ successors are duly elected and shall qualify. The board of directors may appoint additional directors, in accordance with our articles of incorporation, based upon the recommendation of the governance and sustainability committee and subject to re-election by our shareholders at the next annual meeting of shareholders. The following individuals are being nominated as directors, each for a one-year term expiring at the 2022 annual meeting of shareholders: NAME   AGE     DIRECTOR SINCE   PRINCIPAL OCCUPATION Gina R. Boswell     59     2007   Former President, US Customer Development, Unilever Jean-Philippe Courtois     61     2020   Executive Vice President, National Transformation Partnerships, Microsoft Corporation William Downe     69     2011   Former Chief Executive Officer of BMO Financial Group John F. Ferraro     66     2016   Former Global Chief Operating Officer, Ernst & Young William P. Gipson     64     2020   Former President, Enterprise Packaging Transformation, Procter & Gamble Patricia Hemingway Hall     69     2011   Former President and Chief Executive Officer, Health Care Service Corporation Julie M. Howard     59     2016   Chief Executive Officer, Riveron Consulting, LLC Ulice Payne, Jr.     66     2007   President and Managing Member, Addison-Clifton, LLC Jonas Prising     57     2014   Chairman and Chief Executive Officer, ManpowerGroup Paul Read     55     2014   Former President and Chief Operating Officer, Ingram Micro, Inc. Elizabeth P. Sartain     67     2010   Independent Human Resource Advisor and Consultant Michael J. Van Handel     62     2017   Former Senior Executive Vice President, ManpowerGroup The governance and sustainability committee reviewed the qualifications of the directors listed above who are seeking re-election and recommended to the board of directors that each be re-elected to serve for an additional one-year term. The board of directors has confirmed the nominations. 73 2022 Proxy Statement ELECTION OF DIRECTORS 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 broker non-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 governance and sustainability committee. The governance and sustainability 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 governance and sustainability 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. 1: 2019 Proxy StatementThe board of directors recommends you vote FOR the election of each of the nominees listed above, and your proxy will be so voted unless you specify otherwise. | 8274   2022 Proxy Statement 2. Ratification of Independent Auditors      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, 20192022 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. 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, 2019.2022. 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, 2019.2022. Abstentions and brokernon-votes will not be counted as votes cast and, therefore, will have no impact on the approval of the proposal.   2:    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, 2019,2022, and your proxy will be so voted unless you specify otherwise.     83 75 |ManpowerGroup2022 Proxy Statement  3. Advisory Vote on Approval of the Compensation of Named Executive Officers     3. Advisory Vote on Approval of the Compensation of Named Executive Officers 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 Discussion and Analysis” 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 approximately 88%87% of its revenues from outside the United States, with the largest portions coming from the company’s operating segments in Southern Europe (43%(45%), Northern Europe(24%Europe (23%) and Asia Pacific Middle East (13%(12%). Our business is truly global in nature and complexity. Through our global network of nearly 2,6002,200 offices in 8075 countries and territories, we serveput millions of people to work each year with our global, multinational and local clients across all major industry segments and provide 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.RSUs. 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 75th percentile for outstanding results. However, actual outcomes may vary among the executive officers due to experience and other individual factors. In addition, because of the cyclical nature of the Company’s business, actual outcomes may significantly exceed or fall short of this range after taking into account performance factors. 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 andvalue. PSUs are earned based on operating profit margin percentageOPMP goals, a measure of how efficiently our executive officers have deployed our operating resources to generate a profit.profit, and may be modified within specified bounds based on whether strategic objectives have been achieved during the PSU performance period. We believe using thisthe OPMP 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 and revenue 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 officers to manage our accounts receivable and other capital investments carefully in order to maximize capital deployed, and revenue keeps our NEOs focused on top-line growth, in addition to profitability. 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 unitsPSUs 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 percent.OPMP. 76 2022 Proxy Statement ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS 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 board of directors. However, the executivepeople, culture and compensation and human resources committee will take into account the outcome of the vote when considering future executive compensation arrangements.   3:    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.   77 2022 Proxy Statement Date, Time, and Place of Meeting Date: May 6, 2022 Time: 9:00 a.m. CDT Virtual Meeting Access: meetnow.global/MXN79FA This proxy statement was first made available to shareholders on or about March 10, 2022. This proxy statement relates to the solicitation of proxies by the board of directors of ManpowerGroup Inc. for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of shareholders. Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the annual meeting or by timely executing and delivering, by Internet, telephone, or mail, another proxy dated as of a later date. Proxy Materials are Available on the Internet 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. The Notice is being mailed to shareholders commencing on or about March 24, 2022. Shareholders who receive a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail will not receive a printed copy of these materials. 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. Participating in the Annual Meeting This year’s annual meeting will be held over the web in a virtual meeting format. Conducting the meeting virtually will ensure shareholder participation and facilitate participation. ManpowerGroup shareholders as of the close of business on February 25, 2022 are entitled to attend and vote and ask questions at the annual meeting. Shareholders can begin asking questions approximately five days in advance of the meeting as well as during the meeting by accessing the virtual meeting site. We will answer as many questions as possible during the live webcast Q&A session, as time permits. Only pertinent questions to the Company and the matters of the meeting will be answered. Any pertinent questions of the meeting that are not answered during the Annual Meeting will be addressed and posted to the Company’s website as soon as practical after the meeting. Whether or not you participate in the virtual annual meeting, ManpowerGroup urges you to vote and submit your proxy in advance of the meeting. ManpowerGroup shareholders can access the meeting at meetnow.global/MXN79FA. Registered Shareholders If you are a registered shareholder, to attend and vote, follow the instructions on the meeting website and enter the control number found on your proxy card or notice, or email you received. Beneficial Shareholders If you are a beneficial shareholder, you must register in advance to attend and vote at the 2022 Annual Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your ManpowerGroup Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 3, 2022. You will receive a confirmation email from Computershare of your registration and will be issued a control number that will allow you to attend and vote at the Annual Meeting. 78 2022 Proxy Statement SOLICITING PROXIES Requests for registration should be directed to Computershare at the following: By email: Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to legalproxy@computershare.com   By mail: Computershare ManpowerGroup Legal Proxy P.O. Box 43001 Providence, RI 02940-3001 A list of shareholders of record will be available during the virtual Annual Meeting for inspection by shareholders for any legally valid purpose related to the Annual Meeting at meetnow.global/MXN79FA. The annual meeting will begin promptly at 9:00 a.m. Central Time on Friday, May 6, 2022. We encourage you to access the meeting before it begins. Online check-in will start shortly before the meeting and you should allow ample time for the check-in procedures. If you require technical assistance, a link on the meeting page will provide further assistance or you may call 1-800-874-1547. Soliciting Proxies 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 25, 2022 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 53,509,297 shares of common stock. Vote Required and Voting Standards 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 broker non-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. The following table summarizes the votes required for passage of each proposal and the effect of abstentions and non-broker votes: 85 PROPOSAL| VOTES REQUIRED FOR APPROVAL ABSTENTIONS BROKER NON-VOTES To elect twelve individuals nominated by the Board of Directors of ManpowerGroup to serve until 2023 as directors; Majority of votes cast Not voted Not voted To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2022; Majority of votes cast Not voted Not voted To hold an advisory vote on approval of the compensation of our named executive officers; Majority of votes cast Not voted Not voted 79 2022 Proxy Statement SOLICITING PROXIES 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 voted for the election of each of the individuals nominated by our board of directors to serve as directors until the 2023 annual meeting of shareholders, will be voted for the appointment of Deloitte & Touche LLP as our independent auditors for 2022, and will be voted for approval of the compensation of our named executive officers. �� Submission of Shareholder Proposals 80 2022 Proxy Statement     CORPORATE GOVERNANCE DOCUMENTS 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 at http://investor.manpowergroup.com/governance. These documents include the following: Amended and restated articles of incorporation; Amended and restated bylaws; Corporate governance guidelines; Code of business conduct and ethics; Charter of the governance and sustainability committee, including the guidelines for selecting board candidates; Categorical standards for relationships deemed not to impair independence of non-employee directors; Charter of the audit committee; Independent auditor services policy; Charter of the people, culture and compensation committee; Executive officer stock ownership guidelines; Outside director stock ownership guidelines; Insider trading policy; and Anti-corruption policy. This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein. 81 2022 Proxy Statement SUBMISSION OF SHAREHOLDER PROPOSALS Submission of Shareholder Proposals 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 2020 Annual2023 annual Meeting of Shareholdersshareholders must be received by us no earlier than December 12, 20197, 2022 and no later than February 10, 2020,5, 2023, and any other shareholder proposed business to be brought before the 20202023 annual meeting of shareholders must be received by us no later than February 10, 2020.5, 2023. 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. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules for the 2023 annual meeting of shareholders, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must generally provide notice in accordance with Rule 14a-19 under the Exchange Act by March 7, 2023. To be considered for inclusion in the proxy statement solicited by the board of directors pursuant Rule 14a-8, such shareholder proposals under Rule14a-8 for consideration at the 2020 annual meeting2023 Annual Meeting of shareholdersShareholders must be received by us at our principal executive offices by November 9, 2019. 10, 2022. 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) Beneficial Ownership Reporting Compliance 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 2018 all filing requirements were met. Other Voting Information 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 9, 2019. To vote over the Internet or by telephone, please refer to the instructions on the accompanying proxy card. 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 Matters 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 athttp://investor.manpowergroup.com/shareholder-services/document-request or by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212. By Order of the Board of Directors, Richard Buchband, Secretary     2019 Proxy Statement| 8682   2022 Proxy Statement Appendix A   AppendixA-1   APPENDIXA-1 Peer Group Companies for 2021   3M Co Abbott Laboratories AbbVie Inc. Accenture PLC Allergan PLC Altria Group Inc. Amgen Inc. AutoNationApplied Materials, Inc. Aptiv PLC Automatic Data Processing Baker Hughes, a GE Company Becton, Dickinson and Company Biogen Inc. Booking Holdings Inc. Bristol-Myers Squibb Co Broadcom LtdInc C.H. Robinson Worldwide Inc. CarMax Inc. Carnival CorpCorporation Plc CaterpillarCBRE Group, Inc. CBS CorpCDW Corporation CenturyLink Inc. Charter Communications Inc Cognizant Technology Solutions Corp Colgate-Palmolive Co. ConocophillipsConocoPhillips Cummins Inc. D.R. Horton, Inc. Danaher Corp DaVita Inc. Deere & Co. Delphi Automotive PLC Dollar General CorpCorp. Dollar Tree Inc. E.I. du PontDuPont de Nemours, and CoInc. DXC Technology Company Eaton Corporation Plcplc Ecolab Inc. Eli Lilly and Co Emerson Electric Co FacebookEOG Resources, Inc. Fluor Corp Freeport-McMoran Inc. Gap Inc. General Dynamics Corp General Mills Inc. Genuine Parts Co Gilead Sciences Inc. Goodyear Tire & RubberHalliburton Co HalliburtonHewlett Packard Enterprise Co HollyFrontier Corp Honeywell International Inc. Illinois Tool Works Inc. Ingersoll-Rand PLC International Paper Co Jacobs Engineering Group Inc. Johnson Controls International Plcplc Kimberly-Clark Corp Kinder Morgan Inc. Kohl’s Corporation Kraft Heinz Co (The)L3Harris Technologies, Inc. Lennar Corporation LyondellBasell Industries NV Macy’s Inc. Marriott InternationalMastercard Inc. McDonald’s Corp Medtronic PLC Merck & CoMicron Technology Inc. Mondelez International Inc. Monsanto Co Newell BrandsNetflix, Inc. NikeNIKE, Inc. Nordstrom, Inc. Northrop Grumman Corp Nucor Corp Occidental Petroleum Corp Omnicom Group Inc. Oracle Corp PACCAR Inc. PayPal Holdings, Inc. Phillip Morris International Inc. PPG Industries, Inc. QUALCOMM Inc. Raytheon Co ROSS Stores, Inc. Salesforce.com, inc. Schlumberger Ltd Southwest Airlines Co StaplesStanley Black & Decker, Inc. Starbucks Corp TesoroStryker Corp Texas Instruments Inc. TextronThe Coca-Cola Company The Estèe Lauder Companies Inc. The Gap, Inc. The Kraft Heinz Co. The Sherwin Williams Co. The TJX Companies, Inc. Thermo Fisher Scientific Inc. Time Warner Inc. TJX Companies Inc. (The) Twenty-First Century Fox Inc. Tyson Foods Inc.Trane Technologies plc Union Pacific Corp United Continental Holdings Inc. Visa Inc. Waste Management Inc. Western Digital Corporation WestRock Co Whirlpool Corp Whole Foods Market Inc.       A-1 A |ManpowerGroup2022 Proxy Statement                 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 ink pen, 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 BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q        A    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. DominguezJean-Philippe Courtois   ☐   ☐   ☐     1.C - William Downe   ☐   ☐   ☐     1.D - John F. Ferraro   ☐   ☐   ☐       1.E - Patricia Hemingway          Hall William P. Gipson   ☐   ☐   ☐     1.F - Julie M. HowardPatricia Hemingway            Hall   ☐   ☐   ☐       1.G - Ulice Payne, Jr.Julie M. Howard   ☐   ☐   ☐       1.H - Jonas PrisingUlice Payne, Jr.   ☐   ☐   ☐     1.I - Paul Read Jonas Prising   ☐   ☐   ☐       1.J - Paul Read ☐ ☐ ☐     1.K - Elizabeth P. Sartain   ☐   ☐   ☐   1.K  1.L - Michael J. Van Handel   ☐   ☐   ☐                                       For   Against   Abstain             For     Against   Abstain 2. Ratification of Deloitte & Touche LLP as our independent auditors for 2019.2022.   ☐   ☐   ☐   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, 20196, 2022 9:00 a.m. International Headquarters of ManpowerGroup Inc. 100 Manpower Place Milwaukee, Wisconsin Agenda 1. Elect eleventwelve individuals nominated by the Board of Directors of ManpowerGroup Inc. to serve until 20202023 as directors. 2. Ratification of Deloitte & Touche LLP as our independent auditors for 2019.2022. 3. Advisory vote to approve the compensation of our named executive officers. 4. TransactIn their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. The 2022 Annual Meeting of Shareholders of ManpowerGroup Inc. will be held on Friday, May 6, 2022, 9:00 A.M. Central time, virtually via the internet at www.meetnow.global/MXN79FA. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.Shareholders: The Proxy Statement and the 20182021 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, 20196, 2022 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.               ⬛     +