ManpowerGroup Inc
For the period ended Mar 6, 2025. Filed Mar 6, 2025.
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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
Contents
Pay versus Performance
The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other named executive officers ("NEOs"), both as reported in the Summary Compensation Table ("SCT") and with certain adjustments to reflect the “compensation actually paid” ("CAP") to such individuals, as defined under SEC rules, for each of 2024, 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Adjusted EBITA Margin Percent over such years in accordance with SEC rules.
Pay versus Performance Table
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable ("SCT")Total forCEO(1) | CompensationActually Paidto CEO(2) | AverageSummaryCompensationTable forNon-CEONEOs(1) | AverageCompensationActually Paidto Non-CEONEOs(2) | ManpowerGroupTotalShareholderReturn | S&P1500 HumanResourcesandEmploymentServicesTotalShareholderReturn(3) | NetIncome(4)($000) | AdjustedEBITAMarginPercent(5) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | $12,939,374 | $3,259,683 | $2,794,606 | $937,761 | $70.33 | $143.93 | $145,100 | 2.26% |
| 2023 | $12,712,353 | $9,520,807 | $2,693,035 | $2,127,860 | $92.56 | $121.22 | $88,800 | 2.62% |
| 2022 | $13,123,985 | $3,873,368 | $4,202,631 | $2,336,378 | $93.08 | $113.87 | $373,800 | 3.51% |
| 2021 | $18,787,835 | $30,986,274 | $3,902,692 | $5,936,072 | $105.53 | $152.43 | $382,400 | 3.10% |
| 2020 | $11,903,571 | $6,028,110 | $2,400,468 | $1,512,063 | $95.47 | $100.85 | $23,800 | 2.20% |
(1)Compensation for our CEO, Jonas Prising, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-CEOs includes the following NEOs: John McGinnis, Michelle Nettles, and Richard Buchband.
(2) Compensation “actually paid” for the CEO and average compensation “actually paid” for our non-CEOs in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the CEO and our other NEOs during the applicable year. For information regarding the decisions made by our people, culture and compensation committee in regard to the CEO’s and our other NEOs’ compensation for fiscal year 2024, see the "Compensation Discussion and Analysis" section of this Proxy Statement.
CEO SCT Total to CAP Reconciliation:
| CEO: Mr. Prising | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|
| Total Compensation as reported in SCT | $12,939,374 | $12,712,353 | $13,123,985 | $18,787,835 | $11,903,571 |
| Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $(10,654,547) | $(10,400,015) | $(10,000,045) | $(14,000,045) | $(10,000,012) |
| Add fair value of equity compensation granted and unvested in current year – value at year-end | $6,689,769 | $8,021,263 | $7,316,198 | $25,650,278 | $9,176,116 |
| Add dividends accrued on unvested shares/share units | $834,604 | $950,508 | $356,656 | $164,080 | $131,390 |
| Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $(5,331,826) | $(2,546,612) | $(4,469,463) | $212,830 | $(3,943,945) |
| Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $(1,217,691) | $783,310 | $1,955,816 | $171,296 | $(621,509) |
| Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | $— | $— | $(4,409,779) | $— | $(617,501) |
| Compensation Actually Paid to CEO | $3,259,683 | $9,520,807 | $3,873,368 | $30,986,274 | $6,028,110 |
| 69 | 2025 Proxy Statement |
| 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |
Average Non-CEO SCT Total to CAP Reconciliation:
| Non-CEO NEOs (Average) | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|
| Total Compensation as reported in SCT | $2,794,606 | $2,693,035 | $4,202,631 | $3,902,692 | $2,400,468 |
| Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $(1,844,058) | $(1,750,006) | $(3,000,006) | $(2,240,139) | $(1,600,079) |
| Add fair value of equity compensation granted and unvested in current year – value at year-end | $1,157,848 | $1,349,736 | $2,229,006 | $4,104,263 | $1,468,252 |
| Add dividends accrued on unvested shares/share units | $178,729 | $191,332 | $96,802 | $32,353 | $37,362 |
| Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $(1,154,522) | $(471,350) | $(728,235) | $48,243 | $(614,567) |
| Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $(194,842) | $115,113 | $241,767 | $88,660 | $(104,606) |
| Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | $— | $— | $(705,587) | $— | $(74,767) |
| Compensation Actually Paid to Non-CEO NEOs | $937,761 | $2,127,860 | $2,336,378 | $5,936,072 | $1,512,063 |
(3)TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the same as for the Shareholder Return Performance Presentation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Historic stock price performance is not necessarily indicative of future stock performance.
(4) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020.
(5)Adjusted EBITA Margin Percent is the financial measure from the tabular list of Company Performance Metrics below which in the Company’s assessment represents the most important financial measure used by the Company to link compensation and performance. Adjusted EBITA Margin Percent as used in this Proxy Statement is a non-GAAP financial measure. Refer to page 47 for further discussion on this measure, and page 33 for a reconciliation of Adjusted EBITA Margin Percent to the most directly comparable GAAP measure.
| 70 | 2025 Proxy Statement |
| 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |
Most Important Financial Performance Measures
The unranked list below represents ManpowerGroup's most important measures used to link compensation to performance:
| Company Performance Metrics(1) | |
|---|---|
| •Adjusted EBITA Margin Percent | •Return on Invested Capital |
| •Adjusted EPS | •Revenue |
| •Strategic KPIs | |
(1) For further information regarding these company performance metrics and their function in the Company's executive compensation program, please see the "Compensation Discussion and Analysis" section of this Proxy Statement.
Relationship between CAP and Company Performance
Below are graphs showing the relationship of compensation "actually paid” to our Chief Executive Officer and other NEOs in 2024, 2023, 2022, 2021 and 2020 to (1) TSR of both ManpowerGroup and the S&P 1500 Human Resources & Employment Services (HRES) Index, (2) our net income and (3) our EBITA Margin.
Compensation "actually paid,” as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our people, culture and compensation committee assessed the Company’s performance and our NEO’s pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2023, 2022, 2021 and 2020.
CAP vs. TSR
As shown in the chart below, the CEO and other NEOs’ CAP amounts are generally aligned with the Company’s TSR. CAP was lowest in years with negative TSR (2020, 2022, and 2024), while CAP was directionally higher in 2023 with flat TSR and highest in 2021 with positive TSR.
| 71 | 2025 Proxy Statement |
| 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |
CAP vs. Net Income
The Company’s Net Income rebounded in 2024, but was still less than what was achieved in 2021. CAP for the CEO and NEOs was lower than any of the previous four years.
CAP vs. Company Selected Measure
The Company’s Adjusted EBITA Margin Percent decreased in 2024, which aligns with the CEO's and Non-CEO NEOs' CAP decreasing year-over-year.
| 72 | 2025 Proxy Statement |
| 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.