ManpowerGroup Inc

For the period ended Mar 6, 2025. Filed Mar 6, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 6, 2025 · Filed Mar 6, 2025

MAN$44.50-3.8%Stored close · as of Nov 6, 2026

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Contents

Compensation Elements

n Elements

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

Percent of Target Compensation
	BASE SALARY	ANNUAL INCENTIVE AWARD	LONG-TERM INCENTIVE AWARD
			comprising PSUs	and RSUs
Performance Period	Ongoing	One year	PSUs earned based on performance achievement over a three-year period	Three-year cliff vesting
Objective	Fixed compensation for performing core areas of responsibility.	Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year.	Motivate and reward NEOs for performance against long-term financial objectives to align the interests of the NEOs with long-term shareholder value.	Directly aligns NEOs with shareholders and adds balance to the compensation program as they provide both upside potential and downside risk and add an additional retention incentive.
Determination Factors	Factors used to determine base salaries include:• NEO's experience, skill, and performance• The breadth of the NEO's responsibilities• Pay competitive to market	Metrics and weightings of each for 2024:• EPS (25%)• ROIC (25%)• Revenue (20%)• Individual Strategic KPIs (30%)	Metrics used to determine PSUs earned: • EBITA Margin Percent • Average EBITA "gate" - If average EBITA does not meet a certain pre-determined dollar “gate” over the performance period, maximum payout cannot exceed more than 100% of target.• Modifier - For PSUs granted in 2024, final PSU payouts are subject to a relative Total Shareholder Return ("rTSR") modifier that can increase or decrease the final PSU payout by 25% based on the Company's total shareholder return relative to a peer group over the three-year performance period. PSU grants prior to 2024 were subject to a KPI modifier that would increase or decrease the final payout by up to 30% based on the Committee's assessment of achievement of pre-established strategic growth objectives. Modifier cannot be used to adjust total payout below threshold or above outstanding.	Value of RSUs is correlated to stock price.
For More Information	Page 42	Page 42	Page 46	Page 48

38	2025 Proxy Statement

BOARD OF DIRECTORS

GOVERNANCE & SUSTAINABILITY

EXECUTIVE COMPENSATION

AUDIT COMMITTEE

Information About Stock Ownership

PROPOSALS TO BE VOTED ON

MEETING INFORMATION

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

	DESCRIPTION	FOR MORE INFORMATION
Qualified Retirement Plans	Although we maintain a qualified 401(k) plan in the United States, our NEOs are not eligible to participate (except as described in the following sentence) because of limitations on participation by highly compensated employees under the rules governing such plans. NEOs are eligible to participate only in the first year of their employment (after which they are eligible to participate in the nonqualified savings plan) and in making catch-up contributions for individuals over the age of 50.	Page 48
Nonqualified Savings Plan (“NQSP”)	Used to provide NEOs with reasonably competitive benefits to those in the competitive market. NEOs are eligible to participate after the first year of employment.	Page 48
Career Shares	Used selectively by the Committee as an incentive in the form of long-dated RSUs, typically with a five-year cliff vesting period, as needed to attract and retain executives. The Committee makes infrequent use of this compensation element and determines each year whether to make any such awards.	Page 48
Other Benefits	The Committee confers limited additional benefits to NEOs. These include financial planning reimbursement, broad-based automobile benefits, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by market practice.	Page 48

39	2025 Proxy Statement