Other definitive proxy statements



BGCOLOR="WHITE">











UNITED STATES






SECURITIES AND EXCHANGE COMMISSION






Washington, D.C. 20549












SCHEDULE 14A
INFORMATION






Proxy Statement Pursuant to Section 14(a) of the






Securities Exchange Act of 1934






(Amendment No.     )











Filed by the Registrant  ☒                
            Filed by a Party other than the Registrant  ☐




Check the appropriate box:































































Preliminary Proxy Statement













Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))













Definitive Proxy Statement












Definitive Additional Materials












Soliciting Material under § 240.14a-12







MANPOWERGROUP INC.






(Name of registrant as specified in its charter)










(Name of person(s) filing proxy statement, if other than the registrant)





Payment of Filing Fee (Check the appropriate box):
















No fee required.

















Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
















(1)




Title of each class of securities to which the transaction applies:
























(2)




Aggregate number of securities to which the transaction applies:
























(3)




Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):


























(4)




Proposed maximum aggregate value of the transaction:
























(5)




Total fee paid:



























Fee paid previously with preliminary materials.

















Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
















(1)




Amount Previously Paid:
























(2)




Form, Schedule or Registration Statement No.:
























(3)




Filing Party:
























(4)




Date Filed:




























LOGO













Sustainability Highlights











We Believe Meaningful and Sustainable Employment Has the Power to Change the World




At ManpowerGroup every year we help millions of individuals and hundreds of thousands of clients to succeed in the world of work and to benefit from our
innovative workforce solutions. This extraordinary year is no different. We’ve continued to find work for people including those displaced who needed new opportunities most; to find the skills our clients needed; to help people develop
in-demand skills that will ensure their short and long-term employability; and to make workplaces more equitable and inclusive—even as those workplaces changed before our eyes.



We take seriously our responsibility and our commitment to reach, assess, train and upskill people of all backgrounds because we believe that work, education, skills
and aspiration are critical parts of community cohesion, societal prosperity and inclusive growth. We are proud of what our people have accomplished over the past year and of the recognitions we have received for our work.









































Awards and
Recognitions



- As an industry leader, we set high standards for ourselves and others. We are consistently recognized for delivering our solutions with the highest degree of ethical and responsible
practice.














LOGO








Learn more from our


Social Impact Report 2020



and see how we are supporting the



United Nations Sustainable Development Goals



in the areas we can impact the most.





LOGO





To learn more about our efforts, please visit www.manpowergroup.com/sustainability.










2020 HIGHLIGHTS








LOGO





Connected






2 million





people to jobs



































LOGO





1.3 million






courses taken by






105,000+





associates and employees on PowerYOU



































LOGO





60,000






People

per month across






12 countries provided with career advancement and skills development through MyPath as of the
end of 2020



































LOGO




partnered with Junior Achievement in





40 countries






to empower young talent





with employability skills






















Notice of Annual Meeting of Shareholders






















LOGO



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





2021 Annual Meeting Information















































LOGO


LOGO


LOGO


LOGO







Date





Friday



May 7, 2021






Time





9:00 a.m. CDT






Virtual Meeting





This year’s meeting is a virtual shareholders meeting at www.meetingcenter.io/237950674






Record Date





The close of business



February 26,
2021






Voting Methods
LOGO




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


































By Internet:




Prior to the 2021 Annual Meeting,



vote your shares online
at www.envisionreports.com/MAN





During the 2021 Annual Meeting,



vote your shares online at



www.meetingcenter.io/237950674







By Phone:




1-800-652-VOTE (8683)


within the USA, US territories and Canada







By Mail:




Complete, sign and


return proxy card in the postage-paid envelope provided







By QR Code:




Scan this QR code



24/7 to vote with



your mobile device





LOGO




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





Items of Business and Voting Recommendations









































































































PROPOSAL








DESCRIPTION








BOARD VOTE






RECOMMENDATION







PAGE REFERENCE


(FOR MORE DETAIL)












1






To elect twelve individuals nominated by the Board of Directors of
ManpowerGroup to serve until 2022 as directors;




FOR each of


the director nominees


73













2






To ratify the appointment of Deloitte & Touche LLP as our
independent auditors for 2021;




FOR





75













3






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




FOR





76













4






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












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





Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Shareholders to be held on May 7, 2021

: The annual report on Form 10-K and proxy statement of ManpowerGroup are available for review at www.envisionreports.com/MAN.





By Order of the Board of Directors




Richard
Buchband, Secretary



March 11, 2021



















Table of Contents



































































































































































































































































































































































































































Proxy


Summary












2021 Proxy Statement Summary







i














































1





Board of


Directors




Director Nominee Biographies







1











Composition and Qualifications of Board
Members















8
















Board Diversity and Tenure















9
















Director Compensation for 2020















10
















Non-Employee Director Stock Ownership
Guidelines















12





































2





Governance & Sustainability




Board Leadership Structure







13











Board Oversight















14
















Independent Compensation Consultant















15
















Board Independence and Related Party
Transactions















17
















Meetings and Committees of the Board















18
















Board Effectiveness and Evaluation















21





































3





Executive Compensation




Compensation Discussion and Analysis







22











Report of the Executive Compensation and Human Resources Committee of the Board of Directors















47
















Executive Compensation and Human Resources Committee Interlocks and Insider Participation















47
















Compensation Tables















48

















Summary Compensation Table



















48




















All Other Compensation in 2020



















49




















Grants of Plan-Based Awards in 2020



















50




















Compensation Agreements and Arrangements



















51




















Grants Under the 2011 Equity Incentive Plan



















51




















Outstanding Equity Awards at December 31, 2020



















52




















Option Exercises and Stock Vested in 2020



















54




















Nonqualified Deferred Compensation in 2020



















55




















Termination of Employment and Change of Control Arrangements



















57




















Post-Termination and Change of Control Benefits



















60



















Compensation Policies and Practices as They Relate to Risk Management















65
















CEO Pay Ratio















66



























2021





















































































































































































































































































































































































































































4








Audit




Committee




Matters





Audit Committee Report







67











Fees Billed by Deloitte & Touche















69
















Independent Auditor Services Policy















69












































5





Information


About Stock


Ownership




Security Ownership of Certain Beneficial Owners







70











Beneficial Ownership of Directors and Executive Officers















71


























































6





Proposals to


be Voted on


During the


Meeting




1: Election of Directors







73











2: Ratification of Independent Auditors















75
















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















76


























































7





Information


About the


Meeting




Date, Time and Place of Meeting







78











Proxy Materials are Available on the Internet















78
















Participating in the Annual Meeting















78
















Soliciting Proxies















79
















Vote Required and Voting Standards















79
















Corporate Governance Documents















80
















Submission of Shareholder Proposals















81
















Other Voting Information















81
















Other Matters















81















































































Appendix A

LOGO
A






















Proxy Statem


ent Summary











This summary highlights information contained in the proxy statement, which is first being made available to shareholders on or about
March 11, 2021. This summary does not contain all the information you should consider. We encourage you to read the entire proxy statement before voting. For information regarding ManpowerGroup’s 2020 performance, please read
ManpowerGroup’s 2020 Annual Report on Form 10-K.





Board of Directors Nominees




The following table provides summary information about each of the 12 director nominees. Each director is elected annually by a majority of votes
cast. Jean-Philippe Courtois and William P. Gipson were appointed to the board of directors effective December 14, 2020. In accordance with the Company’s corporate governance guidelines regarding retirement, Cari M. Dominguez is
retiring from the board of directors effective May 7, 2021 and will therefore not be seeking re-election.

























































































































































































































































































































NAME






AGE






DIRECTOR SINCE






INDEPENDENT






COMMITTEES









LOGO




Gina R. Boswell




58


2007


LOGO



•  Audit



•  Nominating and Governance









LOGO




Jean-Philippe Courtois




60


2020


LOGO



•  Audit

(1)









LOGO




William Downe




68


2011


LOGO



•  Executive Compensation
and Human Resources









LOGO




John F. Ferraro




65


2016


LOGO



•  Audit









LOGO




William P. Gipson




63


2020


LOGO



•  Executive Compensation
and Human Resources

(1)









LOGO




Patricia Hemingway Hall




68


2011


LOGO



•  Audit



•  Nominating and Governance (CHAIR)









LOGO




Julie M. Howard




58


2016


LOGO



•  Executive Compensation and
Human Resources



•  Nominating and Governance









LOGO




Ulice Payne, Jr.




65


2007


LOGO



•  Audit



•  Nominating and Governance









LOGO




Jonas Prising





Chief Executive Officer





56


2015







•  None









LOGO




Paul Read




54


2014


LOGO



•  Audit
(CHAIR)









LOGO




Elizabeth P. Sartain




66


2010


LOGO



•  Executive Compensation
and Human Resources (CHAIR)









LOGO




Michael J. Van Handel




61


2017


LOGO



•  None











(1)


Mr. Courtois’s and Mr. Gipson’s committee appointments were effective in February 2021.






























LOGO




i






2021 Proxy Statement














2021 PROXY STATEMENT SUMMARY












Our Board Has a Diversity of Experiences and Backgrounds

1





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





Core Skills & Experience Identified by our Directors






LOGO






Director Diversity









LOGO













1



Calculations within this section are made with respect to the 12 Board nominees listed on the previous page






























LOGO




ii






2021 Proxy Statement














2021 PROXY STATEMENT SUMMARY












Making an Impact for a Sustainable World of Work




For more than 70 years, our business has been operating on the principle of Doing Well by Doing Good. Fast forward to today and this dual purpose still holds true: We
are committed to our duality of purpose and to delivering a financial return to our shareholders and value to all our stakeholders—employees, associates, candidates, clients, suppliers, vendors, partners, communities and society at large.



Helping people develop in-demand skills and adapt to an unprecedented pace of change continues to be a defining workforce challenge of our time. By closing skills
gaps, enabling more people to participate in the workforce and connect to meaningful work, we can contribute to a sustainable future for workers and for the planet.









We believe meaningful,
sustainable employment has the power to change the world.




Our Sustainability Plan is built around four pillars and underpinned by a
commitment to the highest standards of governance and ethics.










































READY






RESKILLING AND






CLIMATE






INTEGRATING





FOR WORK






UPSKILLING






ACTION






AND INCLUDING













Ready for Work




By 2030, Generation Z and Millennials are expected to make up two-thirds of the workforce

1

, and 65% of Generation Z
will do jobs that do not exist yet.

2

We are committed to creating opportunities that help tomorrow’s talent develop the skills they need before they enter the labor market.



We partner with Junior Achievement in 40 countries to empower young talent with employability skills in business, finance and entrepreneurship. During 2020, we
transitioned our coaching and mentoring online, reaching even more young people around the world. We are also working with universities around the world to provide students with on-demand virtual seminars on work readiness and employability and
preparing graduates with professional guidance for entering the workplace.












(1)


United States Census Bureau









(2)


“How To Attract Talent for Jobs that Don’t Exist Yet,” Forbes, October 2015








Reskilling and Upskilling




The huge workforce transformation that took place at speed in 2020 also drove a reallocation of skills as organizations transformed faster than ever, and shifts to
remote working and digitization happened at scale. Despite soaring levels of unemployment, acute skills shortages continue unabated, reinforcing the need for a Skills Revolution, now more than ever. We are committed to creating innovative ways of
reskilling and upskilling at speed and scale to close skills gaps and help people nurture learnability throughout their career journeys.





Career Advancement and Reskilling for Growth Roles




We continue to invest in technologies and initiatives that enable upskilling of our associates and employees. Our MyPath program provides personalized guidance, career
development through educational opportunities, training and access to jobs. Primarily focused in growth sectors including information technology, sales and finance, MyPath helped approximately 60,000 associates per month as of the end of 2020,
representing our Manpower and Experis brands in 12 countries.



Our ManpowerGroup Academies in 10 countries have provided opportunities for thousands to develop
skills and certifications for in-demand roles in IT, engineering, logistics and digital manufacturing. And we rapidly upskilled individuals from industries heavily impacted by COVID-19 shut-downs and redeployed them in essential roles.
































LOGO




iii






2021 Proxy Statement














2021 PROXY STATEMENT SUMMARY













Upskilling our Own People to Create Even More Value




We have invested in upskilling our own recruiters—over 2,700 have transformed their roles to become Talent Agents, with expertise in assessment, data and coaching,
so they can provide personalized guidance to candidates, helping them develop for future roles and creating a pipeline of skilled talent to our clients. And we continue to invest in PowerYOU, our global skills portal, providing on-demand access to
thousands of learning opportunities for our 25,000 employees and millions of associates.





Integrating and Including




We believe that when society is broken for some it is broken for all. We commit to being part of the solution to address polarization, unrest and racism by making
workplaces and workforces more diverse, equitable and inclusive and ensuring that opportunities to develop in-demand skills and connect to meaningful work are available to people of all backgrounds.



We focus on creating a culture of conscious inclusion in our own organization, and with our client and community partners we develop and support programs that upskill
underrepresented and underserved populations for meaningful and sustainable work. Examples of programs addressing local diversity and inclusion challenges can be found in our ESG Report.



Globally we’re committed to gender parity as a first, shared diversity and inclusion priority across all our operations. Our key markets also prioritize a second
diversity dimension relevant to each local labor market, including ethnic and racial minorities, people with disabilities, refugees and immigrants, generational diversity and socio-economically disadvantaged populations.



In 2020, as the United States faced racial unrest, our North American team launched our Courageous Conversations series, established a Diversity, Equity and Inclusion
Council led by the Regional President; leveraged business resource groups as advisors, and with their input developed new training for our employees and our clients; and partnered with local business leaders to facilitate community discussions and
to develop a community plan of action.







Climate Action




We know action on climate change is important to our clients and shareholders, but most importantly to our people. Through our participation in the World Economic Forum
Alliance of CEO Climate Leaders, the CEO Action Group for a European Green Deal and the We Are Still In Campaign, we have been vocal supporters of the Paris Accord and the need to combat the impacts of climate change on the planet and on people. The
shift to remote working and radical reduction in business travel during COVID-19 have highlighted opportunities for organizations like ours to embrace new work models and play an even more active role in decarbonizing the world’s economy.



We are committing now to setting science-based targets and being part of the solution to achieve Net Zero. Since 2018 we have significantly reduced Scope 1 & 2 and
Scope 3 business travel emissions. We have identified levers to enable 50% reduction in Scope 1 & 2 emissions by 2030 and are developing our 2030 Climate Action Plan. We are also committed to reducing our Scope 3 emissions, and know we can only
make the progress we need by leveraging our scale to influence our supply chain network.





Governance and Ethics




Trust and transparency are foundational to delivering on our purpose and our promise to create value for all stakeholders. We will continue to lead in ethical,
responsible business and employment practices, holding ourselves and our global network of partners accountable to the highest standards.



In 2020, we were
recognized by Ethisphere as a World’s Most Ethical Company for the 11th time—the only company in our industry to earn this distinction. We continue to expand and enhance cybersecurity and data privacy capabilities, while educating and
empowering our employees to take responsibility for keeping information and digital assets safe and secure. We partner with EcoVadis, provider of the world’s most trusted business sustainability ratings, to assess our policies, practices and
reporting on ethics, human rights, labor practices, environment, and procurement in more than 20 countries and recently achieved a new Platinum distinction at the Corporate level. We also assess our performance annually on ESG ratings, and are proud
to be included in the DJSI North America Index and the FTSE4Good Global Index for the past 12 years.
































LOGO




iv






2021 Proxy Statement














2021 PROXY STATEMENT SUMMARY












Key Compensation and Governance Policies




The
executive compensation and human resources 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













LOGO


We tie pay to performance.









LOGO


We set challenging performance objectives that align with company performance.









LOGO


We appropriately balance short-term and long-term incentives.









LOGO


We have caps on the potential payouts under the PSU grants and our annual incentive program.









LOGO


We use double triggers in our severance agreements and our equity awards.









LOGO


We maintain significant stock ownership guidelines for our NEOs.









LOGO


We have a clawback policy for our cash incentive and equity awards.









LOGO


The committee engages an independent compensation consultant.









LOGO


We use appropriate peer groups when establishing compensation which the committee devotes considerable effort in re-evaluating on an annual basis.









LOGO


We regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation.












What We Don’t Do













LOGO


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 are de-coupled from the fundamentals of our business.









LOGO


We do not provide tax gross up payments for any amounts considered excess parachute payments.









LOGO


We do not pay dividends on PSUs and only pay dividend equivalents on RSUs if and when they vest.









LOGO


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.









LOGO


We do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction.









LOGO


We do not allow hedging or pledging of ManpowerGroup stock.









LOGO


We do not provide excessive perquisites to our NEOs.





































LOGO




v






2021 Proxy Statement












LOGO













Director Nominee Biographies






























LOGO







Gina R. Boswell







Joined the board 2007




Age 58



Committees: Audit, Nominating and Governance







Biography




President, US Customer Development at Unilever, a global food, personal care and household products company, from May 2017 to 2019. General Manager, U.K. and Ireland, at
Unilever from September 2015 to May 2017. Executive Vice President, Personal Care, at Unilever from 2011 to September 2015. Prior thereto, Ms. Boswell was President, Global Brands, of Alberto-Culver Company, a consumer goods company, from 2008 to
July 2011. Prior thereto, Ms. Boswell held several leadership positions, including Senior Vice President and Chief Operating Officer-North America of Avon Products, Inc. from 2005 to 2007 and as an executive with Ford Motor Company from 1999 to
2003. A director of Wolverine Worldwide, Inc. since 2013.







Qualifications




Ms. Boswell has significant
international, managerial, strategic, operational, global and financial management expertise as a result of the various senior leadership positions she has held at several companies with global operations. Ms. Boswell also brings an important
perspective from her service as a director on other public company boards.










LOGO







Jean-Philippe Courtois







Joined the board 2020




Age 60



Committees: Audit











Biography




Executive Vice President, President Global Sales, Marketing and Operations at Microsoft Corporation, a global technology provider, since 2016. President, Microsoft
International from 2005 to 2016. Prior thereto, Mr. Courtois held several leadership positions with Microsoft Corporation, including CEO, Microsoft EMEA from 2003 to 2005. A director of AstraZeneca plc from 2008 to 2016.







Qualifications




Mr. Courtois has significant international, managerial, strategic, operational, global, technology and government relations expertise as a result of the various senior
leadership positions he has held at Microsoft Corporation. Mr. Courtois also brings an important perspective from his service as a director on other public company boards.






























LOGO




1






2021 Proxy Statement












LOGO









DIRECTOR NOMINEE BIOGRAPHIES






























LOGO







William
Downe







Lead Director




Joined the board 2011




Age 68



Committees: Executive Compensation and Human Resources







Biography




Non-Executive Chairman of Trans Mountain Corporation, an oil pipeline operator, since November 2018. Chief Executive Officer of BMO Financial Group, a highly diversified
financial services provider based in North America, from 2007 to October 2017. Prior thereto, Mr. Downe held several leadership positions with BMO Financial Group and its subsidiaries, including Chief Operating Officer of BMO Financial Group from
2006 to 2007, and Deputy Chair of BMO Financial Group and Chief Executive Officer, BMO Nesbitt Burns and Head of Investment Banking Group from 2001 to 2006. A director of Loblaw Companies Limited since 2018 and a director of BMO Financial Group from
2007 to 2017.







Qualifications




Mr. Downe brings to the board significant managerial, operational and global experience he gained during his tenure as Chief Executive Officer of BMO Financial Group and
serving on its Board.










LOGO







John F.
Ferraro







Joined the board
2016




Age 65



Committees: Audit









Biography




Global Chief Operating Officer of Ernst & Young (“EY”), a global professional services organization, from 2007 to January 2015. Prior thereto, Mr. Ferraro
held several senior leadership positions at EY, including Global Vice Chair Audit. In addition, Mr. Ferraro served as a member of EY’s Global Executive board for more than 10 years. Mr. Ferraro also served as Executive Vice President, Strategy
and Sales of Aquilon Energy Services, a software and services company for the energy industry, from February 2019 to July 2019. A director of Advance Auto Parts since 2015 and International Flavor and Fragrances, Inc. since 2015.







Qualifications




Mr. Ferraro brings to the board significant managerial, operational, financial and global experience he gained during his tenure as Global Chief Operating Officer of EY
and the other various positions he held at EY as well as his service as a director on other public company boards.






























LOGO




2






2021 Proxy Statement












LOGO









DIRECTOR NOMINEE BIOGRAPHIES






























LOGO







William P.
Gipson







Joined the board
2020




Age 63



Committees: Executive Compensation and Human Resources







Biography




President, Enterprise Packaging Transformation of Procter & Gamble, a leading global provider of branded consumer packaged goods, from 2017 to 2019. Prior thereto,
Mr. Gipson held several leadership positions at Procter & Gamble, including Senior Vice President, Research & Development for Asia from 2015-2017 and Senior Vice President, Research & Development for the Global Hair Care/Color &
Overall Beauty Sector from 2011 to 2015. Mr. Gipson also served simultaneously as the Senior Vice President, Corporate Chief Diversity Officer for Procter & Gamble from 2011-2019. A director of Rockwell Automation, Inc. since November 2020.







Qualifications




Mr. Gipson brings to the board significant international, managerial, operational and government relations experience from his tenure as President, Enterprise Packaging
and Transformation of Procter & Gamble and the other various positions he held at Procter & Gamble.










LOGO







Patricia
Hemingway Hall







Joined the board
2011




Age 68



Committees: Audit, Nominating and Governance (Chair)









Biography




President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), a mutual health insurer, from 2008 to December 2015. Prior thereto, Ms.
Hemingway Hall held several leadership positions at HCSC, including President and Chief Operating Officer from 2007 to 2008 and Executive Vice President of Internal Operations from 2006 to 2007. A director of Cardinal Health since 2013 and
Halliburton since February 2019. A director of Celgene Corporation from 2018 to 2019.







Qualifications




Ms. Hemingway Hall brings to the board significant managerial, operational, sales, marketing and government relations,
experience from her tenure as President and Chief Executive Officer of HCSC and the other various positions she held at HCSC. Ms. Hemingway Hall also brings an important perspective gained from her service as a director on other public company
boards.
































LOGO




3






2021 Proxy Statement












LOGO









DIRECTOR NOMINEE BIOGRAPHIES






























LOGO







Julie M.
Howard







Joined the board
2016




Age 58



Committees: Executive Compensation and Human Resources, Nominating


and Governance







Biography




Chief Executive Officer of Riveron Consulting, LLC, a business advisory firm specializing in accounting, finance, technology, and operations, since March 2021. Chief
Executive Officer of Navigant Consulting, Inc. (“Navigant”), a specialized global professional services firm, from 2012 to 2019. Chairman of the Board of Navigant from 2014 to 2019. Prior thereto, Ms. Howard held several leadership
positions at Navigant including Chief Operating Officer. A director of Sleep Number Corporation since May 2020. A director of InnerWorkings, Inc. from 2012 to 2019.







Qualifications




Ms. Howard brings to the board
significant managerial and operational experience from her tenure as Chief Executive Officer of Navigant and the other various positions she held at Navigant. Ms. Howard also brings an important perspective from serving on other public company
boards.










LOGO







Ulice
Payne, Jr.







Joined the board
2007




Age 65



Committees: Audit,


Nominating and Governance











Biography




President and Managing Member of Addison-Clifton, LLC, a provider of global trade compliance advisory services, since May 2004. Prior thereto, Mr. Payne held several
leadership positions, including President and Chief Executive Officer of the Milwaukee Brewers Baseball Club from 2002 to 2003 and Partner with the law firm Foley & Lardner LLP from 1998 to 2002. A director of WEC Energy Group, Inc. (formerly
Wisconsin Energy Corporation) since 2003 and Foot Locker, Inc. since 2016. A trustee of The Northwestern Mutual Life Insurance Company from 2005 to 2018.







Qualifications




Mr. Payne brings to the board
significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton, LLC. The board of directors also benefits from his broad experience in and knowledge of
international business.






























LOGO




4






2021 Proxy Statement












LOGO









DIRECTOR NOMINEE BIOGRAPHIES






























LOGO







Jonas
Prising







Joined the board
2014




Age 56



Committees: None







Biography




Chief Executive Officer of ManpowerGroup since May 2014. Chairman of ManpowerGroup since December 2015. ManpowerGroup President from 2012 to April 2014. Executive Vice
President, President of ManpowerGroup - The Americas from 2009 to 2012. Prior thereto, Mr. Prising was the Executive Vice President, President of ManpowerGroup - United States and Canadian Operations from 2006 to 2008 and held other positions at
ManpowerGroup since 1999. A director of Kohl’s Corporation since 2015.







Qualifications




Mr. Prising brings to the board a deep knowledge of ManpowerGroup and its operations from his many years of experience
with the Company, including as President with responsibility for the Americas and Southern Europe and currently as Chairman and Chief Executive Officer. He also brings a deep understanding of the industry, a global perspective, having lived and
worked in multiple countries around the world, and a strong knowledge of the relevant marketplaces in Europe and Asia.










LOGO







Paul
Read







Joined the board
2014




Age 54



Committees: Audit (Chair)











Biography




President and Chief Operating Officer of Ingram Micro, Inc., a technology distributor and supply-chain services provider, from 2013 to February 2016. Prior thereto, Mr.
Read was Chief Financial Officer of Flextronics International, Ltd., an electronics manufacturing services provider, from 2008 to 2013.







Qualifications




Mr. Read brings to the board
significant managerial, operational, financial and global experience as a result of many senior positions he has held, including his tenure as President and Chief Operating Officer of Ingram Micro, Inc. and Chief Financial Officer of Flextronics
International, Ltd.






























LOGO




5






2021 Proxy Statement












LOGO









DIRECTOR NOMINEE BIOGRAPHIES






























LOGO







Elizabeth
P. Sartain







Joined the board
2010




Age 66



Committees: Executive Compensation and Human Resources (Chair)







Biography




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. from 2016 to 2019.







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.








LOGO







Michael J.
Van Handel







Joined the board
2017




Age 61



Committees: None







Biography




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 2017.







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.






























LOGO




6






2021 Proxy Statement












LOGO









DIRECTOR NOMINEE BIOGRAPHIES






Each director attended at least 75% of the board meetings and meetings of committees on which he or she served in 2020. The board of directors held ten meetings during
2020. The board of directors did not take any action by written consent during 2020. In addition to the meetings of the board, the directors participated in regular discussions with management during 2020 to receive updates on the

COVID-19

pandemic and its impacts to our business.



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. In accordance with these guidelines, Cari M.
Dominguez is retiring from the board of directors effective May 7, 2021 and will therefore not be seeking re-election.



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.





























LOGO




7






2021 Proxy Statement












LOGO













Composition and Qualifications of Board Members




In connection with its consideration of possible candidates for board membership, the nominating and governance 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.































































































































































































































































































































































































































































































































































































































































































































































































































































































































































LOGO



LOGO



LOGO



LOGO



LOGO



LOGO



LOGO



LOGO



LOGO



LOGO



LOGO



LOGO


















SKILLS, ATTRIBUTES & EXPERIENCE























































Previous Board




Experience serving as a director of another public company





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO

















International Business




Experience in diverse geographic, political and regulatory environments





LOGO




LOGO




LOGO




LOGO




LOGO














LOGO




LOGO




LOGO




LOGO




LOGO




LOGO

















Corporate Governance




Supports our goals of strong Board and management accountability





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO

















Active or Former CEO/Chairperson or other

C-Suite

Officer




Served in a senior leadership role at a large
organization





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO

















Sales




Experience developing strategies to grow sales and market share





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO














LOGO

















Government Relations




Understanding of government regulations affecting our business















LOGO




LOGO




LOGO




LOGO




LOGO




LOGO














LOGO




LOGO














LOGO

















Human Resources




Experience building knowledge, skills and abilities of employees





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO

















Marketing and Branding




Experience in a senior management position managing marketing/ branding





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO














LOGO




LOGO





































Technology




Experience with technology, cybersecurity, information systems/data management or privacy





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO














LOGO




LOGO














LOGO

















Accounting or Financial Oversight




Experience to provide valuable insight in overseeing finances





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO














LOGO

















Operations




Experience with our business, strategy and marketplace dynamics





LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO




LOGO














LOGO





























LOGO




8






2021 Proxy Statement












LOGO











BOARD DIVERSITY AND TENURE






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 including candidates recommended by shareholders. The guidelines call for the following with respect to the composition of the board:












•


a variety of experience and backgrounds;










•


a core of business executives having substantial senior management and financial 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, ethnicity and age.







The nominating and governance 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 nominating and governance committee
continually strives to enhance when searching for and considering new directors.







LOGO





























LOGO




9






2021 Proxy Statement












LOGO













Director Compen


sation for 2020




The nominating and governance 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. For its review of the non-employee directors’ compensation for 2020, the nominating and
governance committee engaged Mercer to benchmark the Company’s non-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 structure for non-employee directors for 2020 as described below.




































































































2020 NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE









Annual Base Retainer (TOTAL)




$290,000




Cash




$115,000




Equity




$175,000




Annual Nominating and Governance Committee Chair Retainer




$  20,000




Annual Executive Compensation and Human Resources 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 2020, Ms. Howard elected to accept deferred stock in lieu of 100% of her 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 2020, the
total shares of deferred stock or restricted stock granted to each director was 1,802 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.





























LOGO




10






2021 Proxy Statement












LOGO









DIRECTOR COMPEN

SATION FOR 2020







Compensation Actions in Response to COVID-19




Due to the uncertainty of the COVID-19 pandemic, our executive officers voluntarily reduced their base salaries from April to August 2020, in recognition of the
hardship being experienced by others. Consistent with those actions, the board of directors voluntarily reduced the annual cash retainer for non-employee directors by 30% over the same time period.





Director Compensation for 2020
























































































































































































































































































































NAME








FEES EARNED OR






PAID IN CASH






($)









STOCK AWARDS






($)(2)








TOTAL ($)










Gina R. Boswell





102,156




175,000




277,156








Jean-Philippe Courtois(1)





5,671




8,630




14,301








Cari M. Dominguez





102,156




175,000




277,156








William Downe





127,156




237,612




364,768








John F. Ferraro





102,156




203,810




305,966








William P. Gipson(1)





5,671




8,630




14,301








Patricia Hemingway Hall





122,156




183,700




305,856








Julie M. Howard





—




301,973




301,973








Ulice Payne, Jr.





102,156




187,765




289,921








Paul Read





129,656




187,765




317,421








Elizabeth P. Sartain





122,156




175,000




297,156








Michael J. Van Handel





102,156




187,908




290,064










(1)


Messrs. Courtois and Gipson were elected to the Board on December 14, 2020 and received a pro-rata annual retainer
and grant of deferred stock.











(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 (1,802 shares) in 2020.













For Mr. Courtois, $8,630 attributable to the prorated annual grant of deferred stock (96 shares) in 2020.













For Ms. Dominguez, $175,000 attributable to the annual grant of restricted stock (1,802 shares) in 2020.













For Mr. Downe, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $62,612 attributable to
deferred stock issued in lieu of dividends (878 shares) in 2020.













For Mr. Ferraro, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $28,810 attributable
to deferred stock issued in lieu of dividends (404 shares) in 2020.













For Mr. Gipson, $8,630 attributable to the prorated annual grant of deferred stock (96 shares) in 2020.













For Ms. Hemingway Hall, $175,000 attributable to the annual grant of restricted stock (1,802 shares) and $8,700
attributable to deferred stock issued in lieu of dividends (122 shares) in 2020.













For Ms. Howard, $175,000 attributable to the annual grant of deferred stock (1,802 shares), $102,156 attributable to
deferred stock granted in lieu of 100% of her annual retainer (1,432 shares) and $24,817 attributable to deferred stock issued in lieu of dividends (348 shares) in 2020.













For Mr. Payne, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $12,765 attributable to
deferred stock issued in lieu of dividends (179 shares) in 2020.













For Mr. Read, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $12,765 attributable to
deferred stock issued in lieu of dividends (179 shares) in 2020.













For Ms. Sartain, $175,000 attributable to the annual grant of restricted stock (1,802 shares) in 2020.













For Mr. Van Handel, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $12,908
attributable to deferred stock issued in lieu of dividends (181 shares) in 2020.













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, 2020. All shares of restricted stock granted to the non-employee directors in 2020 were
fully vested as of December 31, 2020.






























LOGO




11






2021 Proxy Statement












LOGO













Non-Employee Director Stock Ownership
Guidelines




The nominating and governance 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 adopted stock ownership guidelines that currently require non-employee directors to own shares 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 stock and restricted 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











Gina R. Boswell





6,601




8,932




843,538



LOGO








Jean-Philippe Courtois





4,990




96




9,066




December 14, 2024









Cari M. Dominguez





6,601




14,366




1,356,725



LOGO








William Downe





6,601




52,806




4,986,999



LOGO








John F. Ferraro





5,894




13,183




1,245,003



LOGO








William P. Gipson





4,990




96




9,066




December 14, 2024









Patricia Hemingway Hall





6,601




12,636




1,193,344



LOGO








Julie M. Howard





5,064




12,979




1,225,737



LOGO








Ulice Payne, Jr.





6,601




13,400




1,265,496



LOGO








Paul Read





6,601




11,192




1,056,972



LOGO








Elizabeth P. Sartain





6,601




24,171




2,282,709



LOGO








Michael J. Van Handel





3,568




14,192




1,340,292



LOGO









(1)


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 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, February 26, 2021 as follows:













For Ms. Boswell, 8,932 shares of common stock.













For Mr. Courtois, 96 shares of vested deferred stock.













For Ms. Dominguez, 14,366 shares of common stock.













For Mr. Downe, 24,202 shares of common stock and 28,604 shares of vested deferred stock.













For Mr. Ferraro, 13,183 shares of vested deferred stock.













For Mr. Gipson, 96 shares of vested deferred stock.













For Ms. Hemingway Hall, 10,027 shares of common stock and 2,609 shares of vested deferred stock.













For Ms. Howard, 12,979 shares of vested deferred stock.













For Mr. Payne, 7,561 shares of common stock and 5,839 shares of vested deferred stock.













For Mr. Read, 5,353 shares of common stock and 5,839 shares of vested deferred stock.













For Ms. Sartain, 24,171 shares of common stock.













For Mr. Van Handel, 9,724 shares of common stock and 4,468 shares of vested deferred stock.











(3)


Based on price per share of ManpowerGroup common stock on February 26, 2021 of $94.44.











(4)


Under the policy, non-employee directors have four 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 stocks as collateral for a loan.





























LOGO




12






2021 Proxy Statement












LOGO













Board Leadership Structure























LOGO







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.























LOGO







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 2021, the board of directors re-appointed Mr. Downe to serve
as lead director for another year.





The lead director’s duties include the following:





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





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





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





•  Approve what information is sent to
the board;





•  Approve the meeting
agendas for the board;





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





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





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





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





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





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





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






























LOGO




13






2021 Proxy Statement












LOGO













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 (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:











•



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.






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.





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.





























LOGO




14






2021 Proxy Statement












LOGO









BOARD OVERSIGHT








Oversight of COVID-19 Risks




The risk
landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full board of directors as well as each of the committees, as appropriate. Over the course of fiscal year 2020, management regularly updated our
directors on the COVID-19 pandemic’s impacts to our business and the strategic, operational and financial risks associated with the pandemic. All directors were invited to attend committee meetings over the course of the fiscal year to receive
updates relating to the impact of the pandemic on our business. Discussions with the board of directors and committees have included, among other topics, business continuity, employee health and safety, technology and cybersecurity and demand for
our services. Management continues to report to the board of directors on its response to the pandemic and will identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.





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.



The board of directors has primary responsibility for
oversight of ESG matters, including initiatives and programs related to sustainability, corporate culture and human capital management, with the committees supporting the board by addressing these specific ESG matters related to their respective
areas of oversight.







Independent Compensation


Consultant




The executive compensation and human resources 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. In 2020, the committee completed an RFP process, and after evaluating several leading compensation consultants, reaffirmed its decision to engage Mercer. 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 2020 were $455,610.



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 2020:











•



Review and recommend the companies used in our peer group;












•



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;












•



Advise the committee on executive compensation issues arising from the COVID-19 pandemic and its related impact on the
Company’s business;












•



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;












•



Assess shares available under our equity incentive plan;






























LOGO




15






2021 Proxy Statement












LOGO









INDEPENDENT COMPENSATION


CONSULTANT












•



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.




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











•



Other services provided to the Company by the consultant;












•



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












•



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












•



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












•



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












•



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




Based on its review, the committee does not believe that Mercer has a conflict of interest with respect
to the work performed by the Company or the committee in 2020. 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 at our company.



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 2020 was $225,088

.

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 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.






























LOGO




16






2021 Proxy Statement












LOGO













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 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 twelve of thirteen of
the current directors of ManpowerGroup, including Ms. Dominguez who will retire from the Board on May 7, 2021, 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 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 “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 then-serving directors attended the 2020
annual meeting of shareholders.



Any interested party who wishes to communicate directly with the lead director or with the non-management directors as a group may
do so by calling 1-800-210-3458. The third-party service provider that monitors this telephone number will forward a summary of all communications directed to the non-management directors to the lead director.





























LOGO




17






2021 Proxy Statement












LOGO













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 at

http://investor.manpowergroup.com/governance

.




























AUDIT COMMITTEE







NUMBER OF MEETINGS IN 2020: 6



































































































































































































LOGO






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 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.









Members:



Gina R. Boswell



Jean-Philippe Courtois

(1)



John F. Ferraro



Patricia Hemingway Hall



Ulice Payne,
Jr.









































































































(1)


Mr. Courtois was appointed to the audit committee in February 2021.




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 2020.





























LOGO




18






2021 Proxy Statement












LOGO









MEETINGS AND COMMITTEES OF THE BOARD





























EXECUTIVE COMPENSATION AND HUMAN RESOURCES
COMMITTEE







NUMBER OF MEETINGS IN 2020: 8










































































































































































LOGO






Elizabeth P. Sartain



Chair





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;





•  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;





•  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:



Cari M. Dominguez

(1)



William Downe



William P. Gipson

(2)



Julie M. Howard




























































































(1)


Ms. Dominguez is retiring from the board of directors effective May 7, 2021.









(2)


Mr. Gipson was appointed to the executive compensation and human resources committee in February 2021.




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 one action by written consent during 2020.





























LOGO




19






2021 Proxy Statement












LOGO









MEETINGS AND COMMITTEES OF THE BOARD





























NOMINATING AND GOVERNANCE COMMITTEE







NUMBER OF MEETINGS IN 2020: 6















































































































































































LOGO




Patricia Hemingway Hall



Chair





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 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;





•  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;





•  develop and periodically review succession plans for the directors;





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





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





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





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









Members:



Gina R. Boswell



Julie M. Howard



Ulice Payne, Jr.


























































































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 2020.





























LOGO




20






2021 Proxy Statement












LOGO













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 with an Independent Consultant




Since 2018, the nominating and governance 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, individual contributions, committee functioning, as well as suggestions to enhance the efficiency and productivity of the board in general. For the 2020 evaluation, the nominating and governance
committee determined that individual director effectiveness would also be included as one of the focus areas. 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 nominating and governance committee to the nominating and governance committee and to the board, followed by a review and
discussion by the full board. The chair of the nominating and governance 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.





























LOGO




21






2021 Proxy Statement












LOGO













Compensation Discus


sion and Analysis








Table of Contents






































































































































































































































































































































































































































Background







24











Executive Summary







24










The Impact of COVID-19 On Our Business and Executive
Compensation












24













CEO Compensation was Significantly Adversely Impacted by
COVID-19












26













Key Compensation and Governance Policies












28














ManpowerGroup Compensation Principles







29











Say on Pay Vote







30











Shareholder Engagement







30











Compensation Elements







31











Target Total Compensation







34











Market Positioning: For 2020 Target Compensation was Below the Median of the Competitive Market







35










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












35













Assessing Individual Factors












35














The Committee’s Decision-Making Process







36











Components of the 2020 Executive Compensation Program — Base Salary







36











Components of the 2020 Executive Compensation Program — Annual Cash Incentives







36










How EPS, ROIC and Revenue are Calculated












36













Why the Company Uses EPS, ROIC and Revenue












37













The 2020 EPS, ROIC and Revenue Goals












37













Annual Incentive Award Opportunities












38













Jonas Prising — Annual Incentive Award Opportunities












38













John T. McGinnis — Annual Incentive Award Opportunities












39













Michelle S. Nettles — Annual Incentive Award
Opportunities












39













Richard Buchband — Annual Incentive Award Opportunities












40














Components of the 2020 Executive Compensation Program — Long-Term Incentives







41










Performance Share Units












41













Why the Company Uses Annual Operating Profit Margin and How it Sets
Goals












41













Impact of COVID-19 on Performance Share Units and Plan Design












42













Shares Earned for the 2018-2020 Performance Period were Unexpectedly Impacted by 2020
Operating Profit Margin












42













Introduction of a Special Grant and Utilization of a One-Year Performance
Period












43













Stock Options












43













Restricted Stock Units












43














Career Shares, Retirement and Deferred Compensation Plans







43





































LOGO




22






2021 Proxy Statement



















LOGO









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”). Mara Swan, our former Executive Vice President, Global
Strategy and Talent, retired from the Company effective March 7, 2020.









































































NAME







TITLE







Jonas Prising




Chairman and Chief Executive Officer





John T. McGinnis




Executive Vice President and Chief Financial Officer





Michelle S. Nettles




Chief People and Culture Officer





Richard Buchband




Senior Vice President, General Counsel and Secretary





Mara E. Swan




Former Executive Vice President, Global Strategy and Talent










Executive Summary








The Impact of COVID-19 On Our Business and Executive Compensation




Our executive compensation programs are designed to incentivize and reward performance. In a typical year, we are focused largely on maintaining pricing discipline and
strong cost management, and on pursuing our strategic plans and the operational efficiency of our business. But 2020 was not a typical year. As a global enterprise, with the majority of our revenues based in Europe, we experienced significant
disruption as many of our key countries, including France and Italy, were impacted by COVID-19, with government-mandated lockdowns and restrictions beginning in the spring of 2020. The disruption quickly expanded as the pandemic affected our
operations worldwide. Our focus pivoted immediately to ensuring the health and safety of our people, protecting the viability of our enterprise, and helping clients and governments navigate a period of unprecedented economic uncertainty and
political and cultural unrest.



Our executive team was able to deliver more than $18 billion in revenue, with positive operating profit and EPS, and strong cash
flow that enabled the company to maintain and then increase its semi-annual dividend payments in 2020. The team demonstrated their operational, financial and human capital leadership with a swift transition to a remote work environment, the
execution of significant expense reductions to mitigate gross profit declines, and the bolstering of cash management and collections capabilities to preserve liquidity. We also continued to pursue key strategic initiatives, including critical
technology implementations and cost transformation initiatives.



During this time, we have remained committed to pay for performance. We did not modify the
financial metrics in our annual incentive program even though the onset of COVID-19 occurred just weeks after the Executive Compensation and Human Resources Committee (the “Committee”) completed 2020 goal-setting, such that the metrics
were immediately obsolete. Similarly, the three-year performance cycles under our long-term incentive program were adversely impacted. This reduced considerably the realizable compensation for our executive team.



Additionally, for portions of the second and third quarters, during the most acute period of economic uncertainty, our executive officers voluntarily reduced their base
salaries in recognition of the hardship being experienced by others. Our Board of Directors took similar action, voluntarily reducing their cash compensation during this period.



































LOGO




24






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY







































Annual Incentive Payouts for
2020







Consistent with prior years, the Committee set key financial performance metrics in mid-February 2020, as summarized below.






•

Earnings Per Share

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





•

Return on Invested Capital
(“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 key performance indicators (KPIs) for executives based on individual
operating objectives.





Due to the global
pandemic, we did not meet the financial metric threshold levels set by the Committee. As a result, the NEOs only received payouts related to the individual KPIs. These included, for the CEO, the Committee’s recognition of his leadership during
the crises and the progress on key strategic and transformational objectives despite the pandemic.





















Long-Term Incentive Payouts for
2020







The sudden impact of the pandemic also had a significant negative impact on our profit margins in 2020. This resulted in a sizeable decline in Operating Profit Margin Percent (“OPMP”) in 2020, significantly below the level
of the prior two years.





•

Performance Share Units (“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 cornerstone of our long-term incentive plan.





This level of OPMP performance in 2020 against the OPMP benchmarks set by the Committee brought down the payout percentage for
the PSU awards for the 2018-2020 performance cycle to the threshold level.





The significant reduction in 2020 OPMP will also have an adverse impact on awards covering the 2019-2021 and 2020-2022
cycles.








































LOGO




25






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY










Annual Incentive Plan Metrics






(2020)








LOGO





PSU Performance Metric — Operating Profit Margin Percent






(2018 - 2020 performance cycle)








LOGO




















The average OPMP for the 2018-2020
performance


cycle was 3.10%, resulting in a payout percentage of 50% of target.












CEO Compensation was Significantly Adversely Impacted by COVID-19




We remain committed to performance-based compensation. Approximately 75% of Mr. Prising’s 2020 target compensation was tied to Company
performance and 90% of his total pay was variable. The discussion below highlights each component of Mr. Prising’s compensation in 2020.




Base Salary:


The Committee determined Mr. Prising’s base salary for 2020 to be $1,250,000. However, in response to the COVID-19 pandemic, the
Committee and Mr. Prising agreed to a temporary reduction of 30% in his base salary from April to August 2020. This reduction did not have an impact on the calculation of Mr. Prising’s annual incentive for 2020.



































LOGO




26






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY









Annual Cash Incentive: Payout was Approximately
38.0% of Target.


All of the financial metrics set by the Committee for the 2020 annual incentive fell below the threshold level. Therefore, the payout awarded by the Committee is based solely on
Mr. Prising’s achievement of individual operating objectives as CEO, as shown under “Operating Objectives” below. This resulted in an annual cash incentive payout for Mr. Prising that was 38.0% of target.
































































































































2020 ACTUAL






PAYOUT $









% COMPARED






TO TARGET










EPS Goal





—




—







ROIC Goal





—




—







Revenue Goal





—




—







Operating Objectives





760,000




190.0

%






Total





760,000




38.0

%



Long-Term Equity Awards.


In
2020, Mr. Prising received three types of long-term equity grants:











•



Approximately 60% were PSUs, that can be earned over three years based on OPMP goals.












•



Approximately 20% were stock options that vest over a four-year period.












•



Approximately 20% were restricted stock units (“RSUs”) that cliff vest in full after three years.





Realizable Pay.


We calculate realizable
pay for Mr. Prising to illustrate the impact of Company performance and stock price on compensation granted or awarded to him during the year. This is a technique to show the year-end value of the CEO’s compensation package, which is
different from the Summary Compensation Table requirement.



The Company’s below-threshold financial performance due to COVID-19, coupled with the
decline in the stock price during the year (from $97.10 to $90.18), resulted in Mr. Prising’s calculated realizable pay being $9.6 million for 2020. In this calculation, Mr. Prising’s grant of PSUs in 2020 is valued at target
levels, even though target is now unlikely to be achieved. This compares to $11.9 million of total compensation shown in the Summary Compensation Table using SEC reporting methodology. It also reflects a 26% decrease from his realizable pay for
2019.



COVID-19 adversely impacted the value of the PSUs granted in 2020, which were premised on projections and goals set in February 2020, before the onset of the
pandemic. Based on performance to date against those goals, the likely value of the 2020 PSU grants is $0. We have supplementally calculated Realizable Pay on this basis, showing no shares being earned. In this calculation, Mr. Prising’s
realizable pay for 2020 is $3.8 million. See page 45 for further details.




CEO Realizable Pay in 2020





LOGO





































LOGO




27






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY












K


ey 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











LOGO


We tie executive pay to performance.









LOGO


We set challenging performance objectives that align with company performance.









LOGO


We appropriately balance short-term and long-term incentives.









LOGO


We have caps on the potential payouts under the PSU grants and our annual incentive program.









LOGO


We use double triggers in our severance agreements and our equity awards.









LOGO


We maintain significant stock ownership guidelines for our NEOs.









LOGO


We have a clawback policy for our cash incentive and equity awards.









LOGO


The Committee engages an independent compensation consultant.









LOGO


We use appropriate peer groups when establishing compensation which the Committee devotes considerable effort in re-evaluating on an annual basis.









LOGO


We regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation.










What We Don’t Do











LOGO


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.









LOGO


We do not provide tax gross up payments for any amounts considered excess parachute payments.









LOGO


We do not pay dividends on PSUs and only pay dividend equivalents on RSUs if and when they vest.









LOGO


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.









LOGO


We do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction.









LOGO


We do not allow hedging or pledging of ManpowerGroup stock.









LOGO


We do not provide excessive perquisites to our NEOs.




































LOGO




28






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










ManpowerGroup Compen


sation Principles




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:











•





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 2020, approximately 60% of the CEO’s and 57% of the CFO’s target compensation, respectively, was tied to
short- and long-term financial performance goals.












•





Not pay for failure:


We set threshold goals for each performance-based incentive
element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout
related to that performance measure.












•





Align with shareholder interests:


The Committee sets performance goals and
chooses compensation elements that closely align executives’ interests with those of shareholders. For example, PSUs, which make up approximately 45% of target compensation for the CEO and 40% for the CFO, respectively, are tied to operating
profit margin, which we believe helps to drive enterprise value. Stock options and RSUs 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, ROIC and Revenue goals for the year.












•





Balance cash and equity:


We balance the mix of cash and equity compensation to
align compensation to both long- and short-term results of the Company.












•





Use internal and external performance reference points:


We evaluate the elements of
our compensation program against appropriate comparator company practices as well as other executives within the Company. However, identifying our competitive market is a challenge. See page 35 for 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 benchmarks its compensation program
for the NEOs so that the structure and pay opportunities remain competitive 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 PSUs 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.






























LOGO




29






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










Say on Pay Vote






LOGO



















ManpowerGroup held a non-binding shareholder advisory vote at


its 2020 Annual Meeting of Shareholders to approve the


compensation of ManpowerGroup’s NEOs, also known as “Say


on Pay.” This shareholder
resolution was approved by


approximately 91% of the votes cast. This was the seventh


consecutive year we received a say on pay 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 2020 in response to this vote.





LOGO










Shareholder Engagement




We believe that shareholder engagement is an important part of our governance practices. Over the past five years, we have enhanced our shareholder outreach program, to
better understand our investors’ perspectives on our compensation philosophies and our governance structure, and to answer their questions. These efforts are conducted by members of executive management, and over time have included:











•



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












•



Meeting with shareholders representing approximately 40% of our shares.












•



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




The Committee evaluated this feedback, as well as our say on pay voting results (91% in 2020 and 95% in 2019), among other factors in developing
our executive compensation programs as discussed in this CD&A. Similarly, our nominating and governance committee has reviewed the feedback concerning our governance practices in developing our governance policies, including our approach to
board refreshment.



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





























LOGO




30






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










Compensation


Elements




The following are the main elements used by ManpowerGroup in its compensation program in 2020 along with key decisions by the Committee related to those elements:










































































COMPENSATION ELEMENT







KEY CHARACTERISTICS






OBJECTIVE AND DETERMINATION






2020 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.







None of the NEOs received an increase in
base salary in 2020.





Additionally, each of the NEOs agreed to a temporary reduction in their
base salary for a period that began in April and ended in August. This reduction was 30% in the case of Mr. Prising and 15% in the case of Mr. McGinnis, Ms. Nettles and Mr. Buchband. Ms. Swan had retired from the Company prior to this
date.









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 2020:





•  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, ROIC and Revenue for all NEOs.







None of the NEOs received a payout
related to the 2020 financial metrics of EPS, ROIC and Revenue because the levels achieved were below the threshold levels in 2020.





•  Each of the NEOs received a percentage of their incentive for achieving a specified level of their individual
operating objectives.





Ms. Swan retired from the Company in March 2020 and did not participate
in the annual incentive plan for 2020.






























LOGO




31






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS











































































COMPENSATION ELEMENT







KEY CHARACTERISTICS






OBJECTIVE AND DETERMINATION






2020 DECISIONS









PSUs





Variable compensation payable in shares of stock.





The 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 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 PSUs earned:





•  A threshold level of average OPMP must be achieved during the 2020-2022 performance period to receive any PSU
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 certain

pre-determined

dollar “gate” over the 2020-2022 performance period, NEOs will not receive more than 100% of the target level payout.





•  The PSUs granted in 2020 include a
modifier to the final PSU payout that can increase or decrease the final payout by up to 30%. At the end of the three-year performance period, the Committee will assess the achievement of pre-established strategic growth objectives and increase or
decrease the final payout percentage by up to 30%. The total payout cannot be below threshold or exceed outstanding levels.





In 2020, PSUs represented approximately
60% of the total long-term equity incentive grants awarded to all of the NEOs, except for Ms. Swan who retired from the Company in March 2020 and did not receive PSUs.





•  In addition, following the three-year performance period that ended on December 31, 2020, the NEOs earned the
threshold level payout for PSUs granted in 2018.









RSUs





Variable compensation payable in shares of stock. 100% of the RSUs vest on the third
anniversary date.







RSUs cliff vest in full after three years and are paid in stock.





•  Through stock price and dividend
equivalents, RSUs 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 2020 were in the form of RSUs, except for
Ms. Swan who retired from the Company in March 2020 and did not receive any RSUs.




























LOGO




32






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS
























































































































COMPENSATION ELEMENT







KEY CHARACTERISTICS






OBJECTIVE AND DETERMINATION






2020 DECISIONS









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 2020 were in the form of stock options,
except for Ms. Swan who retired from the Company in March 2020 and did not receive stock options.







Qualified
Retirement Plans




Generally not available to NEOs.



No pension plan benefit in the United States.



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

catch-up

contributions for individuals over the age of 50.




Mr. Buchband participated in the catch-up contribution under the 401(k) plan in 2020.







Nonqualified
Savings Plan (“NQSP”)




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.


All of the NEOs, except Ms. Nettles, participated in the NQSP in 2020.







Career
Shares




Used selectively by the Committee, taking into account what is most appropriate for a NEO in view of the retention incentive provided by the award. RSUs vest completely on
a single date several years into the future.


Used as an incentive in the form of RSUs 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 2020.







Other
Benefits




Used to attract and retain talent needed in the business.


Additional benefits include financial planning reimbursement, 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.




























LOGO




33






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










Target Total C


ompensation




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 2020 among the various compensation elements, except for Ms. Swan who retired from the Company in March 2020 and did not participate in the 2020
annual incentive plan or receive any equity awards in 2020:





2020 Target Compensation Components






LOGO



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





2020 NEO Target Compensation
















































































































































NEO








TOTAL 2020






TARGET






COMP $









% TOTAL






2020






TARGET






COMP






VARIABLE(1)









% TOTAL 2020






TARGET






COMP






PERFORMANCE-






BASED(2)











Jonas Prising





13,250,013




91

%



75

%







John T. McGinnis





4,522,610




84

%



71

%







Michelle S. Nettles





1,962,611




72

%



62

%







Richard Buchband





1,718,765




69

%



60

%









(1)


Includes annual incentive, stock options, PSUs and RSUs.











(2)


Includes annual incentive, stock options and PSUs.




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





























LOGO




34






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










Market Positioning: For 2020 Target Compensation was Below the Median of the Competitive Market








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. As discussed further below, 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.



The Committee

primarily

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 91 companies within the S&P 500 with minimum revenues of approximately
$15 billion, maximum revenues of approximately $42 billion, and median revenues of $22 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 of top-tier companies we consider when looking for executive talent. A list of the companies included in the peer group used by ManpowerGroup is attached
as

Appendix A.



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 disclosure practices differ. Our nearest U.S. public
competitor had much smaller revenue — approximately $5.1 billion in 2020 compared to our revenue of $18.0 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 relevant 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 and CFO, their positions were only compared to companies within the subset group of the S&P 500. Compensation for global
functional leaders was compared against 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’s and Mr. Buchband’s market data were adjusted to reflect the scope of their responsibilities. Ms. Nettles joined the Company in July 2019 and was not an executive officer at the time the Committee reviewed
benchmarking data for the NEOs in setting compensation for 2020.



Given that target compensation for 2019 for several of the NEOs fell below the median total direct
compensation, the Committee determined that adjustments to the NEOs’ total direct compensation would be appropriate in 2020. Mr. Prising received an increase in equity. Mr. McGinnis received an increase in equity as well as an
increase in his target opportunity for his annual incentive to 110%, compared to 100% for 2019. Mr. Buchband received an increase in his target opportunity for his annual incentive to 75%, compared to 60% for 2019. As Ms. Nettles joined
the Company in July 2019, the Company determined not to make any changes to her compensation for 2020. Ms. Swan retired from the Company in March 2020 and only received a base salary for the time she was an employee in 2020.







Assessing Indiv


idual 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.





























LOGO




35






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










The Committee’s Deci


sion-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
provides input to the Committee regarding the final 2020 compensation for all of the NEOs. This input reflected the Company’s performance results for 2020, 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, who were our executives at this level.









Components of the 2020
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. There were no increases in base salaries for each of the NEOS for 2020, including for Ms. Swan who retired in March 2020. Instead, due to the
uncertainty of the impact of COVID-19, the NEOs voluntarily reduced their base salaries in recognition of the hardship being experienced by others. Mr. Prising’s salary was reduced by 30% and Messrs. McGinnis, Buchband and Ms. Nettles
by 15% from April to August 2020.



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 base salary reductions did not have an impact on these calculations. The value of long-term incentive awards is not determined as a multiple of base salary.









Components of the 2020 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 Incentive Plan provides for a variety of financial goals and individual operating objectives that are used in determination of the amount of any annual incentives earned by the NEOs.
The financial goals include EPS, ROIC, Revenue, as well as other metrics. 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 2020 are based on three objective factors — EPS, ROIC, Revenue and individual performance objectives. For EPS, ROIC and
Revenue, the Committee sets target outcomes at a number that reflects an annual growth target. For 2020, when setting the targets, which occurred in mid-February 2020, 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, 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.












•




Other Non-Recurring Costs.

We exclude from EPS and OPMP 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:






























LOGO




36






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS














•




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 adjustment 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 changes, accounting adjustments related to acquisitions or dispositions where the Company previously held an ownership interest, and non-recurring
adjustments 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.




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.







Why the Company uses E


PS, 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. Similar to 2019, for 2020 the Committee determined that
the Revenue goal should represent a smaller component of the annual incentive awards to our NEOs than the goals for EPS and ROIC, as shown for each of the NEOs below.









The 2020 EPS, ROIC and Revenue Goals




For 2020, 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. These decisions were made before the onset of the COVID-19
pandemic. They reflected the Committee’s assumptions at the time related to global economic conditions but did not anticipate the economic crises brought on by the COVID-19 pandemic. The Committee believed the threshold levels for EPS, ROIC and





























LOGO




37






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS






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 2020. 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 2020.



The following table shows the
EPS, ROIC and Revenue goals established by the Committee for 2020:


























































































































GOAL







THRESHOLD







TARGET







OUTSTANDING










EPS




$

6.36



$

7.76



$

8.81








ROIC





11.0

%



13.3

%



15.1

%







Revenue (in billions)




$

19.8



$

20.9



$

21.7







Annual Incentive Award Opportunities








Jonas Prising — Annual Ince


ntive Award Opportunities




The table below shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Prising for 2020, as a percentage of his
full 2020 base salary of $1,250,000. As mentioned earlier, the temporary base salary reduction did not have impact on any of the NEOs annual incentive awards.





































































































































































THRESHOLD







TARGET







OUTSTANDING










EPS goal (weighted 30%)





12.0

%



48.0

%



96.0

%







ROIC goal (weighted 30%)





12.0

%



48.0

%



96.0

%







Revenue goal (weighted 20%)





8.0

%



32.0

%



64.0

%







Operating Objectives (weighted 20%)





8.0

%



32.0

%



64.0

%







Total





40.0

%



160.0

%



320.0

%


The operating objectives for Mr. Prising for 2020 were as follows:











•



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 because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for
those financial objectives. The Committee did approve 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 2020 award to Mr. Prising of $760,000. The following table illustrates Mr. Prising’s 2020 achievement of the performance targets in relation to the payment of his 2020 award:





































































































































































PERFORMANCE


LEVEL







PERCENTAGE


OF 2020 SALARY







AMOUNT


EARNED










EPS Goal





Below Threshold




0.0

%


$

—








ROIC Goal





Below Threshold




0.0

%


$

—








Revenue Goal





Below Threshold




0.0

%


$

—








Operating Objectives





Above Target




60.8

%


$

760,000








Total Incentive















60.8

%


$

760,000





























LOGO




38






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










John T. McGinnis — Annual In


centive Award Opportunities




The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. McGinnis for 2020, as a percentage of
his full 2020 base salary of $725,000.





































































































































































THRESHOLD







TARGET







OUTSTANDING










EPS goal (weighted 30%)





7.5

%



33.0

%



66.0

%







ROIC goal (weighted 30%)





7.5

%



33.0

%



66.0

%







Revenue (weighted 20%)





5.0

%



22.0

%



44.0

%







Operating Objectives (weighted 20%)





5.0

%



22.0

%



44.0

%







Total





25.0

%



110.0

%



220.0

%


The operating objectives for Mr. McGinnis for 2020 were as follows:











•



Deepen leadership impact to meet or exceed strategic and operational goals












•



Progress the Company’s disposition strategy












•



Continue to strengthen the Company’s cybersecurity program




The Committee determined that because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for
those financial objectives. The Committee did approve 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 2020 award to Mr. McGinnis of $279,125. The following table illustrates Mr. McGinnis’s 2020 achievement of the performance targets in relation to the payment of his 2020 award:





































































































































































PERFORMANCE


LEVEL







PERCENTAGE


OF 2020 SALARY







AMOUNT


EARNED










EPS Goal





Below Threshold




0.0

%


$

—








ROIC Goal





Below Threshold




0.0

%


$

—








Revenue Goal





Below Threshold




0.0

%


$

—








Operating Objectives





Above Target




38.5

%


$

279,125








Total Incentive















38.5

%


$

279,125









Michelle S. Nettles — Annual Incentive Award Opportunities




The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Ms. Nettles for 2020, as a percentage of
her full 2020 base salary of $550,000:





































































































































































THRESHOLD







TARGET







OUTSTANDING










EPS goal (weighted 30%)





7.5

%



22.5

%



45.0

%







ROIC goal (weighted 30%)





7.5

%



22.5

%



45.0

%







Revenue (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 Ms. Nettles for 2020 were as follows:











•



Develop strong relationship with board of directors and senior management












•



Progress the Company’s talent strategy, including deepening the talent pipeline and capabilities of employees












•



Collaborate with CEO to strengthen the culture across the organization






























LOGO




39






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS






The Committee determined that because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for
those financial objectives. The Committee did approve 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 2020 award to Mr. Nettles of $144,375. The following table illustrates Ms. Nettles’ 2020 achievement of the performance targets in relation to the payment of her 2020 award:





































































































































































PERFORMANCE


LEVEL







PERCENTAGE


OF 2020 SALARY







AMOUNT


EARNED










EPS Goal





Below Threshold




0.0

%


$

—








ROIC Goal





Below Threshold




0.0

%


$

—








Revenue Goal





Below Threshold




0.0

%


$

—








Operating Objectives





Above Target




26.25

%


$

144,375








Total Incentive















26.25

%


$

144,375







Richard Buchband — Annual In


centive Award Opportunities




The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Buchband for 2020, as a percentage of
his full 2020 base salary of $525,000.





































































































































































THRESHOLD







TARGET







OUTSTANDING










EPS goal (weighted 30%)





7.5

%



22.5

%



45.0

%







ROIC goal (weighted 30%)





7.5

%



22.5

%



45.0

%







Revenue (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. Buchband for 2020 were as follows:











•



Continue to provide strong leadership and strategic direction to 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




The Committee determined that because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for
those financial objectives. The Committee did approve 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 2020 award to Mr. Buchband of $137,813. The following table illustrates Mr. Buchband’s 2020 achievement of the performance targets in relation to the payment of his 2020 award:





































































































































































PERFORMANCE


LEVEL







PERCENTAGE


OF 2020 SALARY







AMOUNT


EARNED










EPS Goal





Below Threshold




0.0

%


$

—








ROIC Goal





Below Threshold




0.0

%


$

—








Revenue Goal





Below Threshold




0.0

%


$

—








Operating Objectives





Above Target




26.25

%


$

137,813










Total Incentive















26.25

%


$

137,813





























LOGO




40






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










Components of the 2020 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 2020 that the performance needs of the Company would be
best met through a package of awards for the NEOs made up of 60% PSUs, 20% stock options and 20% RSUs. As previously mentioned, Ms. Swan retired in March 2020 and did not receive any equity grants in 2020.



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 2020 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 50.







Performance


Share Units




For the PSUs granted in 2020, vesting is based on achievement of a pre-established goal for average annual OPMP, over a three-year period ending December 31, 2022.
The Committee believes OPMP correctly focuses executive officers on the long-term profitability of the Company. Following completion of the 2020-2022 performance period, the Committee will compare OPMP performance against target levels to determine
the PSU payout.



The Committee included a modifier to the final PSU payout that can increase or decrease the final PSU payout (which will be determined based on the
OPMP for the 3-year performance period and the performance gate) by up to 30%. Under this feature, the Committee establishes strategic growth objectives at the time of the PSU grant (in this case, in February 2020) and then will evaluate how well
management has performed against those pre-established strategic growth objectives during the performance period. The number of shares earned will vest and be settled in common stock in February 2022, 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.







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 2020 for the 2020-2022 performance period for these PSUs and the associated payout percentage:






































































































THRESHOLD







TARGET(1)







OUTSTANDING










Average OPMP 2020-2022





2.50

%




3.50 - 3.80


%



4.10

%







Payout Percentage





50.0

%



100.0

%



200.0

%












(1)


For 2020, an OPMP range was established for target level performance as the Committee determined setting a precise goal
was challenging given uncertainty in the economic environment at the time of grant.





To determine the average OPMP at 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 the 3-year payout scale relative to the 3-year average performance. For clarity, an OPMP within the range of 3.50%-3.80% will be considered
to be “at target” performance. For results between 2.50% and 3.50% the payout percentage will be calculated by interpolation, and the same method will be used for results between 3.80% and 4.10%.





























LOGO




41






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS






When determining the financial goals for the 2020 grant, the Committee determined that for the 2020 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 2020.



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 $625.0 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the 2020-2022
performance period exceeds $625.0 million.



As mentioned above, the Committee included a 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 performance period, the Committee will assess the achievement of the strategic growth objectives and may increase or decrease the final PSU payout percent (that was determined based on the OPMP
for the 3-year performance period and the gate) by an amount up to 30%. The modifier will not 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 2020 grants:











•



Implement, test and execute various innovative initiatives to improve business growth and improve efficiency;












•



Complete technology and transformation transition and strengthen digital brand;












•



Develop a robust and diverse talent pipeline, including deepening capabilities of employees; and












•



Diversify the business by increasing our footprint in certain countries and markets as well as shifting business mix.








Impact of COVID-19 on Performance Share Units and Plan Design









Shares Earned for the 2018-2020 Performance Period Were Unexpectedly Impacted by 2020 Operating Profit Margin



In February 2018, the Committee set ambitious performance goals for the three-year PSU period that encompassed 2018, 2019 and 2020. These were challenging goals, which
were based on projections made at that time. They would require improved performance over the three-year period compared to prior periods, in order to achieve the target OPMP level of 4.10%. The threshold payout level was set at OPMP of 3.10%. In
2018 and 2019, the Company achieved OPMP around the midpoint between target and threshold, at 3.74% and 3.50% respectively. Entering 2020, and anticipating potential economic recovery during the year, the Committee believed management was on track
to achieve OPMP for 2020 closer to the target 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 the year. The inclusion of 2020’s pandemic-era OPMP of 2.07% in the weighted average percentage caused the three-year OPMP to decline to 3.10%, which was the minimum
threshold to achieve a payout on the PSUs granted in 2018. No adjustments were made to the threshold or target level goals. As a result, the payout on the 2018 granted PSUs occurred at the threshold level of 50% for the NEOs.



These shares vested and were settled in common stock in February 2021, after the Committee determined the achievement of the performance goals. The number of shares
earned for each of the NEOs is as follows:






























































































































NEO







PSU

S

GRANTED(#)







PSU

S

EARNED(#)









Jonas Prising





43,949




21,975







John T. McGinnis





11,720




5,860







Michelle S. Nettles(1)





—




—







Richard Buchband





3,907




1,954







Mara E. Swan(2)





6,593




3,297













(1)


Ms. Nettles was not an employee of ManpowerGroup at the time of the grant of the 2018 PSUs.















(2)


Under the terms of Ms. Swan’s PSU agreement, upon retirement, she was entitled to receive any PSUs earned
related to the 2018 PSU grant.































LOGO




42






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS









Introduction of a Special Grant and Utilization of a One-Year Performance Period



Even during typical business cycles, it is challenging for the Committee and its independent compensation consultant to develop three-year targets that properly
incentivize the Company’s leadership. 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 made special PSU grants in February 2021 with more
realistic two-year average OPMP goals. These were sized at approximately two-thirds of the 2020 grant value. 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, while the Committee continues to believe that three-year vesting periods are an important
retention feature for its PSU program, because of the difficulty in projecting a multi-year OPMP target, our regular 2021-2023 PSU grants will measure one-year OPMP performance. However, the 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.







Stock
Op


tions




The Committee uses 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.







Restricted S


tock 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.







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 2020.





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.





























LOGO




43






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










Other Be


nefits




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 2020.



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 beginning in 2020. As current leases expire, they will instead be replaced with an auto allowance, including for participating NEOs.







Severance A


greements




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 57-59. 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 Exe


cutive Compensation
Programs








We Have Stock Ownership Guidel


ines 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. Additionally, to enforce our stock ownership
policies, we limit the ability of an executive officer to sell equity until he or she is in compliance with the guidelines. An executive who has not yet met, or who falls below, the stock ownership guidelines, is required to hold 50% of the shares
received from the exercise of stock options or the vesting of RSUs or PSUs until the ownership guidelines have been satisfied. The following table shows the status as of December 31, 2020 of each of the NEOs guidelines.


















































































































































































































NEO







TARGET AS


A MULTIPLE


OF SALARY






TARGET


VALUE($)(1)







TARGET


NUMBER OF SHARES(#)







NUMBER OF


SHARES HELD AS OF


DECEMBER 31, 2020(#)







STATUS AS OF


DECEMBER 31, 2020











Jonas Prising




6



6,600,000




94,011




359,185



LOGO









John T. McGinnis(2)




4



2,400,000




32,994




56,265



LOGO









Michelle S. Nettles(2)




3



1,650,000




22,968




23,115



LOGO









Richard Buchband




2



910,000




12,962




18,981



LOGO









Mara E. Swan(3)




3



1,680,000




23,931




(3

)


(3)









(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)


The target values for Mr. McGinnis and Ms. Nettles are based on each of their base salaries and stock price on
their dates of hire.











(3)


Ms. Swan remained in compliance with her stock ownership guidelines through March 7, 2020, the effective date of
her retirement.






























LOGO




44






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS










We Have a Claw


back 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.







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.







Realizable Pay in 2020




Due to the limitations of the Summary Compensation Table rules, we also provide a
realizable pay calculation for Mr. Prising. This is a measure of the value of compensation granted or awarded during the reporting year. It shows the year-end value of the CEO’s compensation package, as impacted by Company performance and
stock price changes during the year, and is different from the Summary Compensation Table on page 48.



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 their period-end value, in this case using the year-end
stock price on December 31, 2020 of $90.18.





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 2020, meaning the spread between the grant price and the price of
the underlying stock at year end.



















Restricted Stock Units




We use the year-end value of the RSUs awarded to Mr. Prising in February 2020 and value these shares using the year-end stock price on December 31,
2020.



















Performance Share Units




We calculate PSUs using the target PSUs granted in 2020 and value these shares using the year-end stock price on December 31, 2020.





We have supplementally calculated the PSUs granted in 2020 using the performance to date of the
OPMP goals set by the Committee.








Our realizable pay calculation reflects the significant equity component of Mr. Prising’s total compensation and illustrates
how the value of Mr. Prising’s 2020 compensation is sensitive to movements in our stock price. The Company’s stock price declined in 2020: from $97.10 on January 1, 2020 to $90.18 as of December 31, 2020. In addition, the
December 31, 2020 stock price was lower than the fair market value used to value the equity grants of $92.70 as of February 14, 2020 (the closing stock price on the date of grant). This depreciation in stock price resulted in
Mr. Prising’s calculated realizable pay being $9.6 million for 2020. This is lower than $11.9 million of total compensation shown in the Summary Compensation Table using SEC reporting methodology. It also reflects a 26% decrease from
his realizable pay for 2019, when strong operating performance and considerable stock price appreciation resulted in realizable pay that was greater than reported compensation.



COVID-19 adversely impacted the value of the PSUs granted in 2020, which were premised on projections and goals set in February 2020, before the onset of the pandemic.
Based on performance to date against those goals, the likely value of the 2020 PSU grants is $0. We have supplementally calculated Realizable Pay on this basis, showing no shares being earned. In this calculation, Mr. Prising’s realizable
pay for 2020 is $3.8 million.





























LOGO




45






2021 Proxy Statement












LOGO









COMPENSATION DISCUSSION AND ANALYSIS






The table below shows realizable pay for Mr. Prising in 2020. The three columns reflect (i) compensation for 2020 as reported in the Summary Compensation
Table on page 48, (ii) realizable pay assuming that the 2020 PSU grant is valued at target levels, and (iii) realizable pay assuming that the 2020 PSU grants are without value.







Supplemental Table of CEO


Realizable Compensation































































































































































































2020






COMPENSATION AS






REPORTED IN THE






SUMMARY






COMPENSATION TABLE









2020






TOTAL REALIZABLE






COMPENSATION


WITH PSU

S

AT


TARGET SHARES EARNED









2020






TOTAL REALIZABLE






COMPENSATION


WITH PSU

S

AT NO


SHARES EARNED







Base Salary




$

1,105,769



$

1,105,769



$

1,105,769








Annual Incentive





760,000




760,000




760,000








Total Cash





1,865,769




1,865,769




1,865,769




Stock Options





2,000,002




—




—




RSUs





2,000,002




1,945,634




1,945,634








PSUs





6,000,008




5,836,901




—








Total





11,865,781




9,648,304




3,811,403







Other Material Tax Implications of t


he 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 Novemb