UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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MANPOWERGROUP INC.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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2018 | Notice of Annual Meeting of Shareholders and Proxy Statement |
MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WISCONSIN 53212
Notice of ManpowerGroup Inc.:
May 4, 2018 | International Headquarters of ManpowerGroup | Record Date | ||||||
9:00 a.m. CDT | 100 Manpower Place | The close of business | ||||||
Milwaukee, Wisconsin 53212 | February 23, 2018 |
Items of Business:
(1) | To elect twelve individuals nominated by the Board of Directors of ManpowerGroup to serve until |
(2) |
To ratify the appointment of Deloitte & Touche LLP as our independent auditors for |
To hold an advisory vote on approval of the compensation of our named executive officers; and |
To transact such other business as may properly come before the meeting. |
Holders of a majority of the outstanding shares must be present in person or by proxy in order for the annual meeting to be held. As allowed under the Securities and Exchange Commission’s rules, we have elected to furnish our proxy materials over the internet.Internet. Accordingly, we have mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the attached proxy statement and our Annual Reportannual report onForm 10-K via the Internet and how to vote online.
Whether or not you expect to attend the annual meeting in person, you are urged to vote by a telephone vote, by voting electronically via the Internet or, as applicable, by completing and mailing the proxy card. Instructions for telephonic voting and electronic voting via the Internet are contained in the Notice or, as applicable, on the accompanying proxy card. If you attend the meeting and wish to vote your shares personally, you may do so by revoking your proxy at any time prior to the voting thereof. In addition, you may revoke your proxy at any time before it is voted by advising the Secretary of ManpowerGroup in writing (including executing a later-dated proxy or voting via the Internet) or by telephone of such revocation.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 20164, 2018:: The annual report on Form10-K and proxy statement of ManpowerGroup are available for review on the Internet. Instructions on how to access and review the materials on the Internet can be found on the Notice and the accompanying proxy card.
Richard Buchband, Secretary
March 9, 2018
MANPOWERGROUP INC.
100 Manpower Place
Milwaukee, Wisconsin 53212
March 4, 2016
Proxy Statement
This proxy statement relates to the solicitation of proxies by the board of directors of ManpowerGroup Inc. for use at the annual meeting of shareholders to be held at 10:9:00 a.m., local time, on May 3, 20164, 2018 or at any postponement or adjournment of the annual meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of shareholders. The annual meeting will be held at ManpowerGroup’s International Headquarters, 100 Manpower Place, Milwaukee, Wisconsin.
Under rules adopted by the Securities and Exchange Commission, ManpowerGroup is making this proxy statement and other annual meeting materials available on the Internet instead of mailing a printed copy of these materials to each shareholder. Shareholders who received a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) by mail will not receive a printed copy of these materials other than as described below. Instead, the Notice contains instructions as to how shareholders may access and review all of the important information contained in the materials on the Internet, including how shareholders may submit proxies by telephone or over the Internet.
If you received the Notice by mail and would prefer to receive a printed copy of ManpowerGroup’s proxy materials, please follow the instructions for requesting printed copies included in the Notice.
The expense of this solicitation will be paid by us. No solicitation other than by mail and via the Internet is contemplated, except that our officers or employees may solicit the return of proxies from certain shareholders by telephone. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $15,000 plus expenses.
Only shareholders of record at the close of business on February 23, 20162018 are entitled to notice of and to vote the shares of our common stock, $.01 par value, registered in their name at the annual meeting. As of the record date, we had outstanding 72,188,282 shares66,153,325shares of common stock. The presence, in person or by proxy, of a majority of the shares of the common stock outstanding on the record date will constitute a quorum at the annual meeting. Abstentions and brokernon-votes, which are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares, will be treated as present for purposes of determining the quorum. Each share of common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. With respect to the proposals to elect the individuals nominated by our Board of Directors to serve as directors for one year, to re-approve the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan, to re-approve the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc., to ratify the appointment of Deloitte & Touche LLP as our independent auditors for 20162018 and the advisory vote on approval of the compensation of our named executive officers, abstentions and brokernon-votes will not be counted as voting on the proposals.
The Notice is being mailed to shareholders commencing on or about March 17, 2016.
If a proxy is properly submitted to us and not revoked, it will be voted in accordance with the instructions contained in the proxy.
Each shareholder may revoke a previously granted proxy at any time before it is exercised by advising the secretary of ManpowerGroup in writing (either by submitting a duly executed proxy bearing a later date or voting by telephone or via the Internet) or by telephone of such revocation. Attendance at the annual meeting will not, in itself, constitute revocation of a proxy. Unless otherwise directed, all proxies will be votedforthe election of each of the individuals nominated by our board of directors to serve as directors for one year, will be votedfor1 |ManpowerGroup |
Corporate Governance Documents |
Certain documents relating to corporate governance matters are available in print by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212 and on ManpowerGroup’s website atCORPORATE GOVERNANCE DOCUMENTSwww.manpowergroup.com/about/corporategovernance.cfmhttp://investor.manpowergroup.com/documents.cfm. These documents include the following:
Information contained on ManpowerGroup’s website is not deemed to be a part of this proxy statement.
2018 Proxy Statement| 2 |
Security Ownership of Certain Beneficial Owners |
The following table lists as of the record date (except as noted below) information as to the persons believed by us to be beneficial owners of more than 5% of our outstanding common stock:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 6,781,702(2) 9.4% 5,196,959(3) 7.2% 4,799,409(4) 6.6% 4,034,823(5) 5.6%
Name and Address of Beneficial Owners | Amount and Nature of Beneficial Ownership | Percent of Class(1) | ||||||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | 7,633,483 | (2) | 11.5 | % | ||||
Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | 6,269,064 | (3) | 9.5 | % | ||||
Boston Partners One Beacon Street, 30th Floor Boston, MA 02108 | 3,416,980 | (4) | 5.2 | % |
(1) | Based on |
(2) | This information is based on a Schedule 13G filed on January |
(3) | This information is based on a Schedule 13G filed on February |
(4) | This information is based on a Schedule 13G filed on February |
3 |ManpowerGroup |
1. Election of |
Our The board of directors may appoint additional directors, in accordance with our Michael J. Van Handel was appointed to the board of directors effective The following individuals are being nominated as directors, each for aone-year term expiring at the In accordance with the Company’s corporate governance guidelines regarding retirement, Roberto Mendoza The nominating and governance committee reviewed the qualifications of the directors listed above who are seeking election orre-election and recommended to the board of directors that each be elected orre-elected to serve for an additionalone-year term. The board of directors has confirmed the nominations. In accordance with our articles of incorporation and bylaws, a nominee will be elected as a director if the number of votes cast in favor of the election exceeds the number of votes cast against the election of that nominee. Abstentions and brokernon-votes will not be counted as votes cast. If the number of votes cast in favor of the election of a director is less than the number of votes cast against the election of the director, the director is required to tender his or her resignation from the board of directors to the nominating and governance committee. 1. ELECTION OF DIRECTORSArticlesarticles of Incorporationincorporation provide that our board of directors will consist of three to fifteen members. Our board of directors currently consists of twelvefourteen members. All directors are elected annually to serve until the next annual meeting of shareholders and until the directors'directors’ successors are duly elected and shall qualify.Articlesarticles of Incorporation,incorporation, based upon the recommendation of the nominating and governance committee and subject tore-election by our shareholders at the next annual meeting of shareholders.Mr. FerraroJanuary 1, 2016,December 11, 2017, after being recommended for appointment to the board of directors by an independent director search firm, and subsequently by the nominating and governance committee.20172019 annual meeting of shareholders:Gina R. BoswellCari M. DominguezWilliam DowneJohn F. FerraroPatricia Hemingway HallGina R. Boswell Ulice Payne, Jr. Cari M. Dominguez Jonas Prising William Downe Paul Read John F. Ferraro Elizabeth P. Sartain Patricia Hemingway Hall Michael J. Van Handel Julie M. Howard John R. Walter Ulice Payne, Jr.Jonas PrisingPaul ReadElizabeth P. SartainJohn R. WalterAny such resignation will be effective only upon its acceptance by the board of directors. The nominating and governance committee will recommend to the board of directors whether to accept or reject the tendered resignation or whether other action should be taken. Any such resignation will be effective only upon its acceptance by the board of directors. The board of directors will act on the recommendation of the nominating and governance committee and publicly disclose its decision, and the rationale behind its decision, within 90 days from the date of the announcement of the final results of balloting for the election.The board of directors recommends you vote FOR the election of each of the nominees listed above.4Director BiographiesNameAge Principal Occupationand Directorships2018 Proxy Statement| 4
1. Election of Directors |
Gina R. Boswell
Age: 55 Director since: 2007 Committees: Audit (Chair), Nominating and Governance | |||
Biographical Information: President, Qualifications: Ms. Boswell has significant managerial, strategic, operational, global and financial management expertise as a result of the various senior positions she has held at several companies with global operations. |
Cari M. Dominguez
Age: 68 Director since: 2007 Committees: Executive Compensation and Human Resources | ||||
Biographical Information: President, Dominguez & Associates, a management consulting firm, since January 2007. Prior thereto, Ms. Dominguez held several leadership positions within the United States government as well as in the public and private sectors, including Chair of the U.S. Equal Employment Opportunity Commission (“EEOC”) from 2001 to 2006, Partner, Heidrick & Struggles, a consulting firm, from 1995 to 1998, Director, Spencer Stuart, a consulting firm, from 1993 to 1995, Assistant Secretary for Employment Standards Administration, and Director of the Office of Federal Contract Compliance Programs, U.S. Department of Labor, from 1989 to 1993. A trustee of The Calvert Qualifications: Ms. Dominguez has expertise in government relations and labor markets from her position as Chair of the EEOC and other various governmental positions she held. Ms. Dominguez also has managerial, international and operational experience in the human resources industry as a result of the various senior positions she held at various human resource consulting groups. |
5 |ManpowerGroup |
1. Election of Directors |
William Downe
Age: 65 Director since: 2011 Lead Director since:2017 Committees: Executive Compensation and Human Resources | ||
Biographical Information: Chief Executive Officer of BMO Financial Group, a highly diversified financial services provider based in North America Qualifications: Mr. Downe brings to the board significant managerial, operational and global experience he gained during his tenure as Chief Executive Officer of |
John F. Ferraro
Age: 62 Director since: 2016 Committees: Audit | ||||
Biographical Information: Global Chief Operating Officer of Ernst & Young | ||||
Qualifications: Mr. Ferraro brings to the board significant managerial, operational, financial and global experience he gained during his tenure as Global Chief Operating Officer of EY and the other various positions he held at EY. |
1. Election of Directors |
Patricia Hemingway Hall
Age: 65 Director since: 2011 Committees: Audit | ||
Biographical Information: President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), a mutual health insurer, from 2008 to December 2015. Prior thereto, Ms. Hemingway Hall held several leadership positions at Qualifications: Ms. Hemingway Hall brings to the board significant managerial, operational, sales, marketing and government relations experience from her tenure as President and Chief Executive Officer of HCSC and the other various positions she held at HCSC. |
Julie M. Howard
Age: 55 Director since: 2016 Committees: Nominating and Governance | ||||
Biographical Information: Chief Executive Officer of Qualifications: Ms. Howard brings to the board significant managerial and operational experience from her tenure as Chief Executive Officer of Navigant and the other various positions she held at Navigant. Ms. Howard also brings an important perspective from her service as a director on other public company boards. |
7 |ManpowerGroup |
1. Election of Directors |
Ulice Payne, Jr.
Age: 62 Director since: 2007 Committees: Audit, Nominating and Governance (Chair) | ||
Biographical Information: President and Managing Member of Addison-Clifton, LLC, a provider of global trade compliance advisory services, since May 2004. Prior thereto, Mr. Payne held several leadership positions, including President and Chief Executive Officer of the Milwaukee Brewers Baseball Club from 2002 to 2003 and Partner with the law firm Foley & Lardner LLP from 1998 to 2002. A trustee of The Northwestern Mutual Life Insurance Company since 2005, Qualifications: Mr. Payne brings to the board significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton, LLC. The board of directors also benefits from his broad experience in and knowledge of international business. |
Jonas Prising
Age: 53 Director since: 2014 Committees:none | ||||
Biographical Information: Chief Executive Officer of ManpowerGroup since Qualifications: Mr. Prising brings to the board a deep knowledge of ManpowerGroup and its operations from his many years of experience with the Company, including as President with responsibility for the Americas and Southern Europe and currently as Chairman and Chief Executive Officer. He also brings a deep understanding of the industry, a global perspective, having lived and worked in multiple countries around the world, and a strong knowledge of the relevant marketplaces in Europe and Asia. |
2018 Proxy Statement| 8 |
1. Election of Directors |
Paul Read
Age: 51 Director since: 2014 Committees:Audit | ||
Biographical Information: President and Chief Operating Officer of Ingram Micro, Inc., a technology distributor and supply-chain services provider, Qualifications: Mr. Read brings to the board significant managerial, operational, financial and global experience as a 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. |
Elizabeth P. Sartain
Age: 63 Director since: 2010 Committees: Executive Compensation and Human Resources | ||||
Biographical Information: Independent Human Resource Advisor and Consultant since April 2008. Prior thereto, Ms. Sartain held several leadership positions, including Executive Vice President and Chief People Officer at Yahoo! Inc. from 2001 to 2008 and an executive with Southwest Airlines serving in various positions from 1988 to 2001. Qualifications: Ms. Sartain brings to the board significant human resources experience as a result of the various senior management positions she held at various multi-national companies as well as being an independent human resource advisor for many years. Ms. Sartain also brings an important perspective gained from her service as a director | ||||
on other public company boards. |
9 |ManpowerGroup |
1. Election of Directors |
Michael J. Van Handel
Age: 58 Director since: 2017 Committees: None | ||
Biographical Information: Senior Executive Vice President of ManpowerGroup from February 2016 to February 2017. Chief Financial Officer of ManpowerGroup from July 1998 to February 2016. Prior thereto, Mr. Van Handel held several other senior finance and accounting positions within ManpowerGroup since 1989. A director of BMO Financial Corporation, a subsidiary of BMO Financial Group, since 2006 and a Director of ICF International since June 2017. Formerly, a director of Cellular Dynamics International, Inc. from 2010 to 2015. Qualifications: Mr. Van Handel brings to the board significant managerial, operational, financial and global experience including his time as Chief Financial Officer and the other senior financial positions he held while employed at ManpowerGroup. He also brings a 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. |
John R. Walter
Age: 71 Director since: 1998 Committees:Executive Compensation and Human Resources, Nominating and Governance | |||
Biographical Information: Non-Executive Chairman of the Board of InnerWorkings, Inc., a global marketing execution firm, from May 2004 to June 2010. Prior thereto, he held several leadership positions, including President and Chief Operating Officer of AT&T Corp. from 1996 to 1997 and Chairman, President and Chief Executive Officer of R.R. Donnelley & Sons Company from 1989 through 1996. Formerly, a director of | |||
Qualifications: Mr. Walter brings to the board significant managerial, operational and global experience from his tenure as President and Chief |
2018 Proxy Statement| 10 |
1. Election of Directors |
Each director who was a director for all of 2017 attended at least 75% of the board meetings and meetings of committees on which he or she served in 2015.2017. The board of directors held sixfive regular meetings during 2015.2017. The board of directors did not take action by written consent during 2015.
Under the Company’s corporate governance guidelines to streamline the retirement age mechanics for the board of directors. Under the guidelines, an individual cannot be nominated for election to the board of directors after his or her 72
Under ManpowerGroup’s bylaws, nominations, other than those made by the board of directors or the nominating and governance committee, must be made pursuant to timely notice in proper written form to the secretarySecretary of ManpowerGroup. To be timely, a shareholder’s request to nominate a person for election to the board of directors at an annual meeting of shareholders, together with the written consent of such person to serve as a director, must be received by the secretarySecretary of ManpowerGroup not less than 90 days nor more than 150 days prior to the anniversary of the annual meeting of shareholders held in the prior year. To be in proper written form, the notice must contain certain information concerning the nominee and the shareholder submitting the nomination, including the disclosure of any hedging, derivative or other complex transactions involving the Company’s common stock to which a shareholder proposing a director nomination is a party.
11 |ManpowerGroup |
1. Election of Directors |
The board of directors has adopted categorical standards for relationships deemed not to impair independence ofnon-employee directors to assist it in making determinations of independence. The categorical standards are included in our Corporate Governance Guidelines and are available on ManpowerGroup’s website athttp:// In making its independence determinations, the nominating and governance committee evaluates the various commercial and employment transactions and relationships known to the committee that exist between ManpowerGroup and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated. The nominating and governance committee also reviews any other relevant facts and circumstances regarding the nature of these relationships to determine whether other factors, regardless of the categorical standards, might compromise a director’s independence. The board of directors has determined that www.manpowergroup.com/about/corporategovernance.cfminvestor.manpowergroup.com/documents.cfm. As required under the Corporate Governance Guidelines, our board of directors reviews and determines the independence of all directors on an annual basis.7eleventwelve of twelvefourteen of the current directors of ManpowerGroup are independent under the listing standards of the New York Stock Exchange after taking into account the categorical standards and the following:
The independent directors are Ms. Boswell, Ms. Dominguez, Mr. Downe, Mr. Ferraro, Ms. Howard, Ms. Hemingway Hall, Mr. Mendoza, Mr. Payne, Mr. Read, Ms. Sartain, Mr. Walter and Mr. Zore. Marc Bolland, who resigned from
Mr. Van Handel previously served as an executive officer of the board of directors effective February 11, 2015, was alsocompany and, as such, does not currently qualify as independent under the listing standardsrules of the New York Stock Exchange.
The nominating and governance committee will evaluate eligible shareholder-nominated candidates for election to the board of directors in accordance with the procedures described in ManpowerGroup’s bylaws and in accordance with the guidelines and considerations relating to the selection of candidates for membership on the board of directors described under the heading “Board Composition and Qualifications of Board Members” below.
ManpowerGroup does not have a policy regarding board members’ attendance at the annual meeting of shareholders. All of the directors attended the 20152017 annual meeting of shareholders, except Mr. FerraroVan Handel who was not a director at the time.
Any interested party who wishes to communicate directly with the lead director or with thenon-management directors as a group may do so by calling1-800-210-3458. The third-party service provider that monitors this telephone number will forward a summary of all communications directed to thenon-management directors to the lead director.
2018 Proxy Statement| 12 |
1. Election of Directors |
The board of directors has standing audit, executive compensation and human resources, and nominating and governance committees. The board of directors has adopted written charters for these committees, which are available on ManpowerGroup’s web site athttp:// Gina R. Boswell(1) Cari M. Dominguez William Downe(2) John F. Ferraro Patricia Hemingway Hall(3) Julie M. Howard(4) Roberto Mendoza(5) Ulice Payne, Jr.(3) Paul Read(1) Elizabeth P. Sartain John R. Walter Edward J. Zore(2) Number of Meetings in 2017 Audit Committee The board of directors has determined that each member of the The functions of www.manpowergroup.com/about/corporategovernance.cfminvestor.manpowergroup.com/documents.cfm.8Audit CommitteeThe audit committee consists of Ms. Boswell (Chair), Mr. Ferraro, Ms. Hemingway Hall, Mr. Mendoza, Mr. Payne and Mr. Read. Mr. Ferraro was appointed to the committee at the February 2016 board meeting. Each membereach of the audit committee is “independent” withinCommittees and the meaningnumber of the applicable listing standards of the New York Stock Exchange. meetings held during 2017: Audit Executive
Compensation and
Human Resources Nominating and
Governance Chair ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Chair ✓ ✓ ✓ ✓ Chair ✓ 5 6 4 (1) Mr. Read will become chair of the audit committee in May 2018, succeeding Ms. Boswell. Ms. Boswell will remain a member of the committee. (2) Mr. Downe will become chair of the executive compensation and human resources committee in May 2018 succeeding Mr. Zore. Mr. Zore is retiring from the board of directors effective May 4, 2018. (3) Ms. Hemingway Hall will become a member and chair of the nominating and governance committee in May 2018 succeeding Mr. Payne. Mr. Payne will remain a member of the committee. (4) Ms. Howard will become a member of the executive compensation and human resources committee in May 2018. (5) Mr. Mendoza is retiring from the board of directors effective May 4, 2018. Audit Committeeaudit committee meets the financial literacy and independence requirements of the SEC and New York Stock Exchange, as applicable, and that Ms. Boswell, Mr. Ferraro, Mr. Mendoza and Mr. Read are each an “audit committee financial expert” and “independent” as defined under the applicable rules of the Securities and Exchange Commission.SEC. Under the Company’s Corporate Governance Guidelines,corporate governance guidelines, no member of the audit committee may serve on the audit committee of more than three public companies, including ManpowerGroup. No member of the audit committee currently serves on the audit committee of more than three public companies, including ManpowerGroup.the auditthis committee include:
13 |ManpowerGroup |
1. Election of Directors |
In addition, the charter of the audit committee provides that the audit committee shall review and approve all related party transactions that are material to ManpowerGroup’s financial statements or that otherwise require disclosure to ManpowerGroup’s shareholders, provided that the audit committee shall not be responsible for reviewing and approving related party transactions that are reviewed and approved by the board of directors or another committee of the board of directors. The audit committee held five meetings during 2015. The audit committee did not take action by written consent during 2015.
Executive Compensation and Human Resources Committee
Each member of the executive compensation and human resources committee is "independent"“independent” within the meaning of the applicable listing standards of the New York Stock Exchange and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code.
The functions of the executive compensation and human resourcesthis committee include:
2018 Proxy Statement| 14 |
1. Election of Directors |
In accordance with the terms of its charter, the executive compensation and human resources committee may from time to time delegate authority and assign responsibility with respect to such of its functions to officers of the Company, or to a subcommittee of the committee. The executive compensation and human resources committee held seven meetings during 2015. The executive compensation and human resources committee did not take action by written consent during 2015.
Nominating and Governance Committee
Each member of the nominating and governance committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange.
The functions of this committee are to:
The nominating and governance committee has from time to time engaged director search firms to assist it in identifying and evaluating potential board candidates. The nominating and governance committee met four times during 2015. The nominating and governance committee did not taketook one action by written consent during 2015.2017.
15 |ManpowerGroup |
1. Election of Directors |
The nominating and governance committee has adopted, and the board of directors has approved, guidelines for selecting board candidates that the committee considers when evaluating candidates for nomination as directors. The guidelines call for the following with respect to the composition of the board:
In connection with its consideration of possible candidates for board membership, the committee also has identified areas of experience that members of the board should as a goal collectively possess. These areas include:
Areas of Experience | ||||||||
PreviousBoard | InternationalBusiness | CorporateGovernance | ||||||
Activeor Former CEO/COO/ Chairperson | Sales | GovernmentRelations | ||||||
HumanResources | Marketingand Branding | Technology | ||||||
Accountingor Financial Oversight | Operations |
The Company believes that the present composition of the board of directorsdirector nominees satisfies the guidelines for selecting board candidates set out above; specifically, the board is composed ofnominees include individuals who have a variety of experience and backgrounds, the board hasnominees include a core of business executives having substantial experience in management as well as one member having government experience, board members represent the best interestsand ten of alltwelve of the shareholders rather than special interests, and eleven of twelve directorsnominees are independent under the rules of the New York Stock Exchange.
The board of directors and the nominating and governance committee evaluated each of the director nominees’ contributions to the board of directors as well as their role in the operation of the board of directors as a whole. The nominating and governance committee considered both the background and experience of each director nominee as well as the qualifications set forth in the biographies on pages 5to10 of this proxy statement.
2018 Proxy Statement| 16 |
1. Election of Directors |
The composition of the nominees for the board also reflects diversity of gender, race and age, an objective that the nominating and governance committee continually strives to enhance when searching for and considering new directors. Based on the composition of the nominees for our board of directors, we believe this objective has been achieved.
5 | arewomen | |||
5 | are in their50’s | |||
6 | are in their60’s | |||
1 | is in his70’s | |||
The board of directors and the nominating and governance committee evaluated each of the directors’ contributions to the board of directors and role in the operation of the board of directors as a whole. In addition to the background and experience of each director and nominee outlined in the biographies on pages 5 to 7 of this proxy statement, the board of directors and the nominating and governance committee considered, in particular, the following:
In August 2008, the SEC approved a negotiated settlement with EY and two of its partners, including Mr. Ferraro, relating to auditor independence issues arising out of business relationships between EY and an individual who was also a member of the board of directors of three of its audit clients. The matter arose out of actions taken by Mr. Ferraro in 2002 in his role as Vice Chairman of EY. As part of the settlement, the respondents neither admitted nor denied the underlying allegations and accepted an administrative cease and desist order. Mr. Ferraro did not receive any suspension, fines or other sanctions and remained a partner in good standing at EY through January 2015. Our Boardboard of Directorsdirectors took into consideration all factors regarding Mr. Ferraro’s character and experience when considering his appointment.
Chairman of the Board Under ManpowerGroup’s bylaws and in accordance with the Duties of 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 aCompany'sCompany’s corporate governance guidelines, the board of directors can choose whether the roles of chairman and chief executive officer should be combined or separated, based on what it believes is best for the Company and its shareholders at a given point in time. Following the retirement of Jeffrey A. Joerres, who served as Executive Chairman from 2014 until December 30, 2015, the board of directors appointed Jonas Prising has been chairman of the board of directors effectivesince December 31, 2015. The board of directors has evaluated the Company'sCompany’s leadership structure and determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, will serveserves the best interests of ManpowerGroup and its shareholders. The board of directors believes that in light of Mr. Prising'sPrising’s extensive knowledge of ManpowerGroup and its industry, gained through his tenure with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company.17 |ManpowerGroup
1. Election of Directors |
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. Our current lead director, Mr. ZoreDowne, has served as lead director since May 2017 and at the meeting in February 2013 and was again 2018, the board of directorsre-appointed Mr. Downe to serve as lead director in February 2016. for another year.
The lead director’s duties as specified in the Company’s corporate governance guidelines are as follows:
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 of directors 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:14
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.
2018 Proxy Statement| 18 |
1. Election of Directors |
The executive compensation and human resources committee directly retains Mercer (US) Inc. to advise it on executive compensation matters. Mercer reports to the chair of the committee. On an annual basis, the The committee requests information and recommendations from Mercer as it deems appropriate in order to assist it in structuring and evaluating ManpowerGroup’s executive compensation programs and practices. The committee’s decisions about executive compensation, including the specific amounts paid to executive officers, are its own and may reflect factors and considerations other than the information and recommendations provided by Mercer. Mercer was engaged by the committee to perform the following services in Companycommittee and Mercer enter into an engagement letter, which sets out the services to be performed by Mercer for the committee during the ensuing year. Mercer’s primary role is to provide objective analysis, advice and information and otherwise to support the committee in the performance of its duties. Mercer’s fees for executive compensation consulting to the committee in 20152017 were $267,106.2015:
The committee has reviewed whether the authority to retain and dismisswork provided by Mercer atraises any time;
Based on its review, the committee does not believe that Mercer has a conflict of interest with respect to a Mercer consultant performing any services, whether related to compensation or other consulting services, for ManpowerGroup in addition to thosethe work performed for the committee, the consultant must informCompany or the committee chair and obtain approval.
Ultimately, the consultant provides recommendations and advice to the committee in an executive session where management is not present, which is when critical pay decisions are made. This approach protects the committee’s ability to receive objective advice from the consultant so that the committee may make independent decisions about executive pay at our company.
Besides Mercer’s involvement with the committee, it and its affiliates also provide othernon-executive compensation services to us. These services are approved by management who oversee the specific areas of
19 |ManpowerGroup |
1. Election of Directors |
business for which the services are provided. The total amount paid for these other services provided in 20152017 was $347,226.$536,489. These services includeincluded a review ofnon-employee director compensation program as requested by the nominating and governance committee, actuarial and pension reporting services, workers compensation reporting and insurance services. The majority of these services are provided not by Mercer itself, but by other companies owned by Marsh & McLennan, the parent company of Mercer, which therefore, are considered affiliates even though they operate independently of Mercer. The committee considered the independence of Mercer under the rules of the Securities and Exchange CommissionSEC and the listing standards of the New York Stock Exchange.
The committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer), did not raise any conflicts of interest.
The committee believes the advice it receives from the individual executive compensation consultant is objective and not influenced by Mercer’s or its affiliates’ other relationships with us because of the procedures Mercer and the committee have in place, including the following:
2018 Proxy Statement| 20 |
Beneficial Ownership of Directors and Executive Officers |
Set forth in the table below, as of February 23, BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS2016,2018, are the shares of ManpowerGroup common stock beneficially owned by each director and nominee, each of the executive officers named in the table under the heading “Executive and Director Compensation — Summary“Summary Compensation Table,” and all directors and executive officers of ManpowerGroup as a group and the shares of ManpowerGroup common stock that could be acquired within 60 days of February 23, 20162018 by such persons.Name of Beneficial Owner Jonas Prising 202,843 124,894 * Gina R. Boswell 12,694 (3) 0 * Ram Chandrashekar 18,729 14,472 * Cari M. Dominguez 14,506 (3) 0 * William Downe 18,261 0 * John F. Ferraro 0 0 * Darryl Green 100,070 80,420 * Patricia Hemingway Hall 5,669 0 * Jeffrey A. Joerres 418,501 (4) 304,416 * Roberto Mendoza 0 0 * Ulice Payne, Jr 15,604 (3) 0 * Paul Read 3,641 (3) 0 * Elizabeth P. Sartain 15,058 (3) 0 * Mara E. Swan 93,128 62,366 * Michael J. Van Handel 175,183 111,950 * John R. Walter 6,075 0 * Edward J. Zore 38,244 (3) 0 * All directors and executive officers as a group (19 persons) 1,148,458 704,306 1.6%
Name of Beneficial Owner | Common Stock Beneficially Owned(1)(3) | Right to Acquire Common Stock(1)(2) | Percent of Class | |||||||||
Jonas Prising | 348,473 | 180,877 | * | |||||||||
Gina R. Boswell | 7,870 | — | * | |||||||||
Ram Chandrashekar | 39,420 | 13,248 | * | |||||||||
Cari M. Dominguez | 20,354 | — | * | |||||||||
William Downe | 18,261 | — | * | |||||||||
John F. Ferraro | — | — | * | |||||||||
Darryl Green | 60,669 | 33,636 | * | |||||||||
Patricia Hemingway Hall | 5,116 | — | * | |||||||||
Julie M. Howard | — | — | * | |||||||||
John T. McGinnis | 14,658 | 14,658 | * | |||||||||
Roberto Mendoza | 4,463 | — | * | |||||||||
Ulice Payne, Jr | 11,136 | — | * | |||||||||
Paul Read | 5,353 | — | * | |||||||||
Elizabeth P. Sartain | 17,959 | — | * | |||||||||
Mara E. Swan | 58,136 | 26,456 | * | |||||||||
Michael J. Van Handel | 17,283 | — | * | |||||||||
John R. Walter | 7,403 | — | * | |||||||||
Edward J. Zore | 31,145 | — | * | |||||||||
All directors and executive officers as a group (19 persons) | 677,156 | 283,239 | 1.02 | % |
* | Less than 1% of outstanding shares. |
(1) | Except as indicated below, all shares shown in this column are owned with sole voting and dispositive power. Amounts shown in the Right to Acquire Common Stock column are also included in the Common Stock Beneficially Owned column. |
Vested Deferred Stock | ||||||||
Director | 2003 Plan | 2011 Plan | Total | |||||
Cari M. Dominguez | 0 | 3,339 | 3,339 | |||||
William Downe | 0 | 13,290 | 13,290 | |||||
Patricia Hemingway Hall | 0 | 3,339 | 3,339 | |||||
Roberto Mendoza | 8,273 | 9,066 | 17,339 | |||||
Paul Read | 0 | 77 | 77 | |||||
John R. Walter | 7,740 | 6,685 | 14,425 | |||||
Edward J. Zore | 620 | 0 | 620 |
21 |ManpowerGroup |
Beneficial Ownership of Directors and Executive Officers |
The table does not include vested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on aone-for-one basis, held by the following directors that were issued under the 2003 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards toNon-Employee Directors under the 2003 Equity Incentive Plan and the 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards toNon-Employee Directors under the 2011 Equity Incentive Plan: |
Vested Deferred Stock
| ||||||||||||
Director
| 2003 Plan
| 2011 Plan
| Total
| |||||||||
William Downe | — | 19,469 | 19,469 | |||||||||
John F. Ferraro | — | 5,516 | 5,516 | |||||||||
Patricia Hemingway Hall | — | 3,385 | 3,385 | |||||||||
Julie M. Howard | — | 2,618 | 2,618 | |||||||||
Roberto Mendoza | 6,723 | 11,430 | 18,153 | |||||||||
Michael J. Van Handel | — | 65 | 65 | |||||||||
John R. Walter | 6,450 | 6,610 | 13,060 | |||||||||
Edward J. Zore | 644 | — | 644 |
The table does not include 1,269 unvested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on aone-for-one basis, held by each of Mr. Downe, Mr. Ferraro, Ms. Hemingway Hall, Ms. Howard, Mr. Payne, Mr. Read, Mr. Van Handel, and Mr. Walter that were issued under the 2011 Plan and the Terms and Conditions on January 1, 2018. These shares of deferred stock vest in equal quarterly installments during 2018. |
(2) | Common stock that may be acquired within 60 days of the record date through the exercise of stock options and the settlement of restricted stock units. |
(3) | Includes the following number of shares of unvested restricted stock as of the record date: |
Director | Unvested Restricted Stock | ||||
Gina R. Boswell | 1,269 | ||||
Cari M. Dominguez | 1,269 | ||||
Roberto Mendoza | 1,269 | ||||
Elizabeth P. Sartain | 1,269 | ||||
Edward J. Zore | 1,269 |
The holders of the restricted stock have sole voting power with respect to all shares held and no dispositive power with respect to all shares held. |
2018 Proxy Statement| 22 |
Compensation Discussion and Analysis |
Compensation Discussion and Analysis
Table of Contents
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Name and Position | Dollar Value | ||
Jonas Prising | $ | 2,300,000 | |
CEO | |||
Michael J. Van Handel | $ | 920,000 | |
CFO | |||
Darryl Green | $ | 1,105,000 | |
President & COO | |||
Ram Chandrashekar | $ | 460,108 | |
EVP, Operational Excellence & IT and President, Asia Pacific Middle East | |||
Mara E. Swan | $ | 580,000 | |
EVP, Global Strategy &Talent | |||
Jeffrey Joerres | $ | 1,563,750 | |
Former Executive Chairman | |||
All executive officers as a group | $ | 5,705,108 | |
All non-employee directors as a group | $ | — | |
All employees other than executive officers as a group | $ | 170,000 |
Name and Position | Restricted Stock/RSUs | Value of Restricted Stock/RSUs $(1) | Options | Value of Options $(1) | Performance Share Units (2) | Value of Performance Share Units $(1) | Deferred Stock | Value of Deferred Stock $ (1) | ||||||||||||||||
Jonas Prising | 14,656 | 1,128,072 | 52,078 | 1,128,009 | 43,966 | 3,384,063 | — | — | ||||||||||||||||
CEO | ||||||||||||||||||||||||
Michael J. Van Handel | 6,756 | 520,009 | 24,008 | 520,013 | 20,268 | 1,560,028 | — | — | ||||||||||||||||
CFO | ||||||||||||||||||||||||
Darryl Green | 9,095 | 700,042 | 32,318 | 700,008 | 27,284 | 2,100,049 | — | — | ||||||||||||||||
President & COO | ||||||||||||||||||||||||
Ram Chandrashekar | 3,638 | 280,017 | 12,928 | 280,020 | 10,914 | 840,051 | — | — | ||||||||||||||||
EVP, Operational Excellence & IT and President, Asia Pacific Middle East | ||||||||||||||||||||||||
Mara E. Swan | 3,119 | 240,069 | 11,081 | 240,014 | 9,355 | 720,054 | — | — | ||||||||||||||||
EVP, Global Strategy & Talent | ||||||||||||||||||||||||
Jeffrey A. Joerres | 17,286 | 1,330,503 | — | — | 40,334 | 3,104,508 | — | — | ||||||||||||||||
Former Executive Chairman | ||||||||||||||||||||||||
All executive officers as a group | 38,824 | 2,988,283 | 137,954 | 2,988,084 | 116,465 | 8,964,311 | — | — | ||||||||||||||||
All non-employee directors as a group | 12,108 | 825,402 | — | — | — | — | 11,201 | 820,194 | ||||||||||||||||
All employees other than executive officers as a group | 107,351 | 8,262,806 | 9,234 | 200,008 | 7,796 | 600,058 | — | — |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights as of December 31, 2015 | Weighted-average exercise price of outstanding options, warrants and rights as of December 31, 2015 ($) | Weighted-average contractual term of outstanding options, warrants and rights as of December 31, 2015(years) | Number of securities remaining available for future issuance under equity compensation plans as of December 31, 2015(excluding securities reflected in the first column)(1) | |||||||||
Equity compensation plans approved by security holders | 2,505,301 | $69.91 | 3.4 | 4,442,210 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | — | |||||||||
Total | 2,505,301 | $69.91 | 3.4 | 4,442,210 |
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Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market | 37 | |||
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23 |ManpowerGroup |
Compensation Discussion and Analysis |
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Other Material Tax Implications of the Executive Compensation Program | 50 | |||
2018 Proxy Statement| 24 |
Compensation Discussion and Analysis |
This compensation discussion and analysis (“CD&A”) describes ManpowerGroup’s executive compensation program for our executive officers for whom disclosure is required under the rules of the Securities and Exchange Commission ("SEC"(“SEC”). We refer to this group of executives as our named executive officers (“NEOs”). ManpowerGroup'sManpowerGroup’s NEOs for the year ended December 31, 20152017 are the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the three most highly compensated executive officers (other than the CEO and CFO), who were serving as executive officers as of December 31, 2015. Our NEOs also include our former executive chairman, who retired from the Company effective December 30, 2015, and who is required under SEC rules to be included in our compensation disclosures.2017. Our NEOs are listed below with their titles:
Our executive compensation programs are designed to reward performance, and Share Repurchases. Additionally, the Committee has also determined that, for purposes of our compensation plans, the EPS calculation should exclude the benefit of share repurchases the company completed in the year, except to the extent necessary to offset dilution resulting from shares issued under equity plans. For 2017, this reduced the constant currency EPS from $7.94 to $7.92 for purposes of the compensation plan. Tax Reform. For 2017, the Committee further excluded from the EPS and ROIC Earnings Per Share - Diluted (“EPS”), as reported Return on Invested Capital (“ROIC”) Operating Profit Margin Percent (“OPMP”), as reported20152017 Compensation Reflected Strong 20152017 Financial Results20152017 was a strong year, with revenue growth in constant currency in most of our major markets. Management continued to focus on improving our operating leverage and operational efficiency. These efforts were effective and resultedWe enjoyed strong results in meaningful increases in the threeour key performance metrics we use to incent and reward our NEOs:•Dilutedof Earnings Per Share, (“EPS”)(1)in constant currency was $6.21, an increase from $5.30 in 2014 (“ROIC”) (1) and Operating Profit Margin Percent, as shown below. The Committee determined the compensation of our NEOs for 2017 based on our results on these three metrics, as further described in constant currency was 15.7%, an increase from 14.6% in 2014•Operating Profit Margin Percent (“OPMP”)(1) was 3.65%, an increase from 3.46% in 2014(1)EPS, ROIC and OPMP have been calculated for 2015 and 2014 in accordance with our compensation plans. See page 48 for an explanation of the calculations of each of these metrics. For 2015, the Committee exercised negative discretion, and utilized a lower EPS figure of $6.08, rather than $6.21, in calculating annual incentive compensation. This adjustment excluded from the EPS calculation the benefit of significant share repurchases the company completed in 2015, except to the extent necessary to offset dilution resulting from shares issued under equity plans. As reported, EPS and ROIC were $5.40 and 13.6%, respectively.30Beginning in 2015, our Executive Compensation and Human Resources Committee (the "Committee") determined thatcompensation plans, our key performance metrics of EPS and ROIC should be calculated and measured on a constant currency basis to ensure that payments under our annual incentives reflect the underlying performance of our businesses. By eliminating the impact of changes in foreign currency exchange rates, (for example, the US Dollar appreciated 12% against the Euro in 2015), we are better able to capture year-over-year changes in underlying performance. As such, for compensation purposes we used EPS of $7.94 and ROIC of 16.4%which are calculated on a constant currency basis.figures usedcalculationsone-time benefits resulting from U.S.and French tax reform. This further reduced EPS by $1.09 to $6.83and ROIC by 2.2% to 14.2%.25 |ManpowerGroup
Compensation Discussion and Analysis |
Restructuring Costs. Lastly, for 2017the Committee determined that, for purposes of our compensation purposesplans, the EPS and disclosed above are based onROIC calculations should exclude restructuring costs, net of the savings related to these costs, as this better reflects the Company’s performance for the year. This adjustment increased EPS by $0.13and resulted in an EPS figure for 2017 of $6.96 under our compensation plans. ROIC increased by 0.2% and resulted in an ROIC figure for 2017 of 14.4%under our compensation plans.For 2017, the Committee determined OPMP would exclude all restructuring charges, which increased OPMP from 3.75% to 3.92%.
Our key performance metrics, as calculated under our compensation plans for 2017 and 2016 in constant currency.
See page 41 for an explanation of the calculations for EPS and ROIC and page 46 for OPMP.
We derive approximately 87% of Our results are highly dependent on labor market conditions, business cycles and other macroeconomic forces. During periods of recovery, we typically expect to see improvements in revenue, operating profit margin, and ROIC. During declines in the economic cycle, or periods of economic uncertainty, our revenue will often decline as our clients scale back use of our services due to reduced demand for their products and services. We have used periods of economic weakness and uncertainty to streamline our cost structure, ManpowerGroup derives over 84%its revenuesour revenue from outside the United States, with the largest portions coming from the Company’sour operating segments in Southern Europe (36%(41%), Northern Europe (28%(25%) and Asia Pacific Middle East (12%(13%). Our business is truly global in nature and complexity,complexity. Through our global network of nearly 2,700 offices in 80 countries and territories, we put millions of people to work in 2017 with over 27,000 employees and over 600,000 associates connected with clients worldwide on any given day. Our worldwide network servesour global, multinational and local companies in 80 countries and territories. We placed approximately 3.4 million people in jobs in 2015,clients across all major industry segments and provided a broad range of workforce solutions including recruitment and assessment, training and development, career management, outsourcing and workforce consulting.such as the simplificationfocusing on enhancing productivity and cost recalibration plan we began in 2012efficiency throughout our business.Strong revenue growth and 2013. Despite an uneven global economic recovery, our strongcontinued operating discipline contributed to an increase in earnings of 12.8%22.9% as reported, or 21.3% in constant currency, or -2.0% as reported, for ManpowerGroup in 2015.
We believe the interests of our shareholders are served when strong operating performance drives enhanced financial performance. Therefore, the pay for our CEO and our other senior executives is closely aligned with our results, and their compensation varies year-over-year based on whether they have achieved collective and individual performance goals set by our Committee. This also reflects our philosophy of affordability — compensation is higher when our executives have delivered financial results that make it affordable for the Company and lower when financial results decline and make it less affordable for the Company. Earnings Per Share - Diluted (“EPS”), under our compensation plans Return on Invested Capital (“ROIC”), under our compensation plans Operating Profit Margin Percent (“OPMP”), under our compensation plans2018 Proxy Statement| 26
Compensation Discussion and Analysis |
In In addition to these three metrics, the Committee also sets individual operating objectives for each executive officer.2015,2017, we continued to focus on three performance metrics that we believe reflect whether we are running our businesses successfully for our shareholders.Earnings Per Share. Focuses our NEOs on producing financial results that align with the interests of our shareholders. We believe this metric is a critical measure of executive performance.Return on Invested Capital. Even though we operate in the services industry, our business is capital intensive. We must pay our associates and consultants before we typically bill and collect from our clients. Our “ROIC” metric measures how efficiently and quickly we are converting our services into cash.Operating Profit Margin Percent. Measures how efficiently our NEOs have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits.• Earnings Per Share. Focuses our NEOs on producing financial results that align with the interests of our shareholders. We believe this metric is a critical measure of executive performance. • Return on Invested Capital. Even though we operate in the services industry, our business is capital intensive. We must pay our associates and consultants before we typically bill and collect from our clients. Our “ROIC” metric measures how efficiently and quickly we are converting our services into cash. • Operating Profit Margin Percent. Measures how efficiently our NEOs have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits.
It is difficult to find an industry-specific group of peer companies for benchmarking our executive compensation. We are significantly larger than other U.S.-listedU.S. listed companies in our industry (with $19.3$21.0 billion in revenue in 2015,2017, compared to $5.5$5.4 billion of our nearest U.S.-listed competitor). Our two largest competitors, Adecco and Randstad, are based in Europe, and although the Committee reviews available compensation data for these two companies, their pay practices are different, and full compensation information is not disclosed. To ensure that we are utilizing meaningful data, the Committee’s independent compensation consultant, Mercer, has customized a peer group, which consists of 8589 companies within the S&P 500 and is designed to properly benchmark our NEOs'NEOs’ compensation against the relevant talent marketplace. The Committee believes that using this group provides a robust basis for comparing us to companies of similar scale and also represents the universe oftop-tier companies we consider when looking for executive talent. The median revenue of the peers approximates that of ManpowerGroup, with a range of approximately 70% to approximately 200% of our revenue.27 |ManpowerGroup
Compensation Discussion and Analysis |
The Committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our shareholders. Some of our key policies are summarized below:We were pleased that our shareholders overwhelmingly approved the non-binding advisory vote on our executive compensation in 2015 with approximately 96% of votes cast in favor of the proposal. WHAT WE DO: WHAT WE DON’T DO: ✓ We tie pay to performance, including the use of performance share units. The majority of executive pay is performance-based and variable. × We do not reward our NEOs on Total Shareholder Return (“TSR”) as a performance metric. In our experience, our stock price can rise or fall quickly, often in advance of perceived changes in the global business climate. These fluctuations are oftende-coupled from the fundamentals of our business. We believe other performance metrics are more effective at incenting executive performance, and we do not make use of TSR. Instead, our Committee sets meaningful targets each year for our three key metrics. ✓ We set challenging performance objectives. × We do not provide tax gross up payments for any amounts considered excess parachute payments. ✓ We appropriately balance short-term and long-term incentives. × We do not pay dividends on performance share units. ✓ We use double triggers in our severance agreements and our equity awards. × We do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction. ✓ We maintain significant stock ownership guidelines for our NEOs. × We do not allow hedging or pledging of ManpowerGroup stock. ✓ The Committee engages an independent compensation consultant that works solely in support of the Committee. × We do not provide excessive perquisites to our NEOs. ✓ We use appropriate peer groups when establishing compensation. ✓ We listen to our shareholders. In addition to an annual“say-on-pay” advisory vote, we regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation. In 2017, we continued to meet with our shareholders to review these topics and ensure our programs are well-understood and consistent with their expectations. ✓ We adjust our programs based on shareholder input. For example, in the past, we received comments that the performance period we utilized in our performance share unit program was too short. In response, the Committee moved the performance period for our performance share units to a3-year, rather than a1-year, measurement period. 2018 Proxy Statement| 28 What We Do:We tie pay to performance, including the use of performance share units. The majority of executive pay is variable.We use double triggers in our severance agreements and our equity awards.We maintain significant stock ownership guidelines for our NEOs.The Committee engages an independent compensation consultant that works solely in support of the Committee.
Compensation Discussion and Analysis |
WE MAINTAIN STRONG COMPENSATION AND CORPORATE GOVERNANCE PRACTICES: | ||||
✓ | Use ROIC as a key performance metric: We replaced Economic Profit with ROIC to more clearly measure how effectively we are using our capital. | |||
✓ |
Return to3-year performance period for performance share units: We returned to a3-year performance period for performance share units to better align the interests of executive officers with long-term shareholder value. | ||||
✓ | Further expanded use of performance-based equity: We modified our long-term incentive program to increase our use of performance share units to represent approximately 60% of long-term equity grants. | |||
✓ | Elimination of classified board: We eliminated our classified board structure and hold annual elections of directors. | |||
✓ | Strengthened role of lead director: We eliminated a practice in which we rotated our lead director annually. Today, our board appoints a lead director with the intent that the individual will serve for at least three years. The roles and responsibilities of the lead director have been clarified, and the lead director receives additional compensation for serving in this role. | |||
✓ | Adoption of clawback policy: Under our clawback policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, it may revoke any outstanding awards, including cash incentives or equity awards, that were received as a result of the misconduct. | |||
✓ | Tightened stock ownership guidelines: Senior executives who have not met their individual ownership requirement must hold 50% of any of the shares they receive from an exercise or vesting of awards until the requirement is satisfied. |
Adoption of clawback policy: Even though the SEC has not adopted final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding clawback requirements, we believe it is an important feature of an executive compensation program. Under our clawback policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, it may revoke any outstanding awards, including cash incentives or equity awards, that were received as a result of the misconduct.
We remain committed to performance-based compensation. Approximately 73%75% of Mr. Prising’s 20152017 target compensation was tied to Company performance and 87%89% of his total pay was variable. As a result of our strong financial performance in 2015,2017, Mr. Prising’s total compensation in 20152017 was 108% 103%of target. The discussion below highlights each component of Mr. Prising’s compensation in 2015.
Annual Cash Incentive: Payout Was 139%119% of Target.
The following table shows the actual cash incentive payout to Mr. Prising for 2015:
2015 Actual Payout $ | % Compared to Target | |||||
EPS Goal | 811,800 | 123 | % | |||
ROIC Goal | 891,000 | 135 | % | |||
Operating Objectives | 597,200 | 181 | % | |||
Total ($) | 2,300,000 | 139 | % |
2017 Actual Payout $
| % Compared to Target
| |||||||||
EPS Goal | 821,428 | �� | 110 | % | ||||||
ROIC Goal | 794,118 | 106 | % | |||||||
Operating Objectives | 625,000 | 167 | % | |||||||
Total | 2,240,546 | 119 | % |
Long-Term Equity Awards: Approximately 60% are Based on Performance.
29 |ManpowerGroup |
Compensation Discussion and Analysis |
Realizable Pay Reflected Stock Price Fluctuations.
Other Compensation Was Limited.
In making decisions regarding compensation elements, program features and compensation award levels, ManpowerGroup is guided by a series of principles, listed below. Within the framework of these principles, ManpowerGroup 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 ManpowerGroup’s success. For example, in 2015, approximately 60% of the CEO’s and 57% of the CFO’s target compensation, respectively, (and approximately 57% for the other NEOs) was tied to short- and long-term financial performance goals.Not pay for failure: We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure. In 2015, all of the executives met at least the threshold level for each performance-based incentive element.Align with shareholder interests: The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, performance share units, which make up approximately 40% of target compensation for both the CEO and CFO, respectively, are tied to operating profit margin, an incentive correlated with shareholder value because the higher the profit margin, the more valuable the Company becomes. Stock options and restricted stock units are directly aligned with shareholders’ economic interests as the ultimate value the NEOs realize is dependent upon the value of our stock. In addition, a substantial portion of the annual cash incentive awards paid to our CEO and CFO are based on achievement of EPS and ROIC goals for the year.Pay competitively: In order for ManpowerGroup to be successful, we need senior executives who have the capability and experience to operate in a global and complex environment. The Committee35believes it must provide pay opportunities to the NEOs that are competitive in order to attract and retain executives of this caliber.Balance cash and equity: We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company.
• | Pay for results: We tie a significant portion of compensation to the achievement of Company and business unit goals as well as to recognize individual accomplishments that contribute to ManpowerGroup’s success. For example, in 2017, approximately 60% of the CEO’s and 56% of the CFO’s target compensation, respectively, was tied to short- and long-term financial performance goals. |
• | Not pay for failure:We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure. In 2017, all of the executives met at least the threshold level for each performance-based incentive element. |
• | Align with shareholder interests: The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, performance share units, which make up approximately 40% of target compensation for both the CEO and CFO, respectively, are tied to operating profit margin, an incentive correlated with shareholder value because the higher the profit margin, the more valuable the Company becomes. Stock options and restricted stock units are directly aligned with shareholders’ economic interests as the ultimate value the NEOs realize is dependent upon the value of our stock. In addition, a substantial portion of the annual cash incentive awards paid to our CEO and CFO are based on achievement of EPS and ROIC goals for the year. |
• | Pay competitively: In order for ManpowerGroup to be successful, we need senior executives who have the capability and experience to operate in a global and complex environment. The Committee believes it must provide pay opportunities to the NEOs that are competitive in order to attract and retain executives of this caliber. |
• | Balance cash and equity: We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company. |
2018 Proxy Statement| 30 |
Compensation Discussion and Analysis |
• | Use internal and external performance reference points:We evaluate the elements of our compensation program against appropriate comparator company practices as well as other executives within the |
• | 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. |
• | Attract and retain executives: The Company structures its compensation program for the NEOs so that the overall target outcome generally falls within the median of the competitive market. The Committee believes this is the appropriate level to provide in order to attract and retain executives with the experience and capabilities we need. |
• | Assure total compensation is affordable: Our NEOs’ compensation is variable year-over-year, which means compensation is higher when financial objectives are achieved and incremental compensation is more affordable for the Company and compensation is lower when financial results decline and it is less affordable for the Company. In addition, payouts under the annual cash incentive plan and the performance share units are capped at the outstanding performance levels, which make the maximum cost predictable and ensures affordability. |
• | Clearly communicate plans so that they are understood: We clearly communicate to each NEO their specific goals, targets and objectives under the various elements of the compensation program to ensure our executives are focused on achieving the financial and operational results that the Committee believes will best promote shareholder value. |
Recognize the cyclical nature of our business: Our business is highly cyclical and our financial results are impacted by global economic cycles, which are difficult to predict. In determining executive compensation, the Committee tries to strike an appropriate balance between fixed and variable pay, and to create meaningful incentives at all points in an economic cycle.
ManpowerGroup held anon-binding shareholder advisory vote at its 20152017 Annual Meeting of Shareholders to approve the compensation of ManpowerGroup’s NEOs, also known as “Say on Pay.” This shareholder resolution was approved by approximately 96%91% of the votes cast, similar to 2014. We believe our annual “saycast. This was the fourth consecutive year we received a say on pay” vote represents an important opportunity for our shareholders to respond to our executive compensation programs. Because of the high shareholder approval ratings in both 2014 and 2015,pay result above 90%, which we believe demonstrates our shareholders'shareholders’ satisfaction with the alignment of our NEOs'NEOs’ compensation with the Company's performance,Company’s performance. In some years, this result has been as high as 98%. Accordingly, we didhave not makemade significant changes to the compensation program for 2016.
We believe that shareholder engagement is an important part of The Committee evaluated this feedback, as well as oursay-on-pay voting results (91% in 2017 and 98% in 2016), 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 The Board of Directors believesitsour governance practices. In 2015,Over the past three years, we have enhanced our shareholder outreach program, to better understand our investors’ perspectives on our compensation philosophies and our governance structure, and to answer their questions. These efforts are conducted by members of executive management, engagedand have included:manyshareholders representing approximately 30% of our shares.Company's largestCommittee as well as the nominating and governance committee.to provide perspective on the Company's governance structurethrough our quarterly earnings calls, investor meetings and compensation philosophiesconferences, and to ensure that the Board of Directors and management understand and address the issues that are important to our shareholders.other channels for communication.31 |ManpowerGroup
Compensation Discussion and Analysis |
The following are the main elements used by ManpowerGroup in its compensation program in Compensation Element Key Characteristics Objective and Determination 2017 Decisions Provide a 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 • Pay relative to market. • Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year. Measures used to determine annual • The • The Committee further used performance metrics and individual operating objectives to determine the actual payout to the NEOs. • The performance metrics used to determine NEOs annual incentive were: • EPS and ROIC for all NEOs. • Adjusted Operating Unit Profit (AOUP) for Mr. Chandrashekar, who has responsibility for an operating unit (i.e. for a geographical region). See page42 for the definition of AOUP. • The Pool for • Each participant in the Pool Plan received an incentive significantly below his or her allocated portion of the Pool. • The EPS and ROIC levels achieved were above the target levels. • • Each of the NEOs received a percentage of their incentive for achieving a specified level of the operating objectives. • See page 20152017 along with key decisions by the Committee related to those elements:2015 Compensation Program ElementsCompensationElementKeyCharacteristicsObjective and Determination2015 Decisions Base Fixed compensation for performing the core areas of responsibility in amounts that are competitive in the markets in which we operate.
NEOs. None All of the NEOs received an increase in base salary in 2015.• Mr. Prising's and Mr. Green's 2015 salary in the Summary Compensation Table on page 61 reflects a full year as CEO and COO, respectively.• Mr. Joerres received a decrease in his base salary in connection with his continued transition to the role of Executive Chairman. Mr. Joerres retired from the Company on December 30, 2015. Variable compensation payable in cash based on performance against annually established goals and assessment of individual performance. incentive: maximum aggregate annual incentives earned byfor the NEOs subject towere made under the ManpowerManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan (“Pool Plan”) cannot. The maximum aggregate annual incentive earned could not exceed a certain percentage of gross profit (the “Pool”). Each NEO in the Pool Plan cannotcould not earn more than his or her allocated portion of the Pool. The annual incentive iswas further limited by the Committee’s negative discretion. 20152017 was $24.7$26.1 million. Mr. Prising’s portion of the Pool for 20152017 was $5.9$8.4 million. However, the individual limit under the Pool Plan37CompensationElementKeyCharacteristicsObjective and Determination2015 Decisions• The Committee uses performance metrics and individual operating objectives to determine the actual payout to the NEOs.• The performance metrics used to determine NEOs annual incentive were:• EPS and ROIC for all NEOs. Adjusted Operating Unit Profit (AOUP) for Mr. Chandrashekar, who has responsibility for an operating unit (e.g. for a geographical region). See page 49 for the definition of AOUP.• The AOUP level for Mr. Chandrashekar was between the Thresholdtarget and Targetoutstanding level.4740 for more information.2018 Proxy Statement| 32
Compensation Discussion and Analysis |
Compensation Element | ||||||
Key Characteristics | Objective and Determination | 2017 Decisions | ||||
Performance Share Units | Variable compensation payable in shares of stock. The performance share units vest based on achievement of apre-established performance metric over a period of time. If goals are not met, shares are not received. | Motivate and reward NEOs for performance against long-term financial objectives to align the interests of the NEOs with long-term shareholder value. Target amount awarded is determined based on job scope, market practice and individual performance. Measures used to determine performance share units earned: • A threshold level of average operating profit margin percent must be achieved during the • Payout levels for threshold, target and outstanding results are determined, and the actual payout percentage is calculated by interpolation. • However, if average operating profit does not meet a certainpre-determined dollar “gate” over the | • In • Also in 2017, for the target performance share units based on the three-year performance period ended December 31, 2017. • See page |
Restricted Stock Units | Variable compensation payable in shares of stock. 100% of the restricted stock units vest on the third anniversary date. | • Restricted stock units cliff vest in full after three years and are paid in stock. • Through stock price and dividend equivalents, restricted stock units directly align NEOs with the shareholders and add balance to the compensation program as they provide both upside potential and downside risk and add an additional retention incentive. | • Approximately 20% of all of the | |||
Stock Options | Nonqualified stock options that expire in ten years and become exercisable ratably over four years. | • Align the interests of the NEOs with long-term shareholder value as well as retain executive talent. Amount awarded is determined based on job scope, market practice and individual performance. | • Approximately 20% of all of the |
33 |ManpowerGroup |
Compensation Discussion and Analysis |
Compensation Element | Key Characteristics | Objective and Determination | 2017 Decisions | |||
Qualified Retirement Plans | None. | • No pension plan benefit in the United States, as we froze the qualified, noncontributory defined benefit pension plan, as well as the nonqualified, noncontributory defined benefit deferred compensation plans as of February 29, 2000. • |
• Ms. Swan participated in thecatch-up contribution under the 401(k) plan in 2017. | ||||||
Nonqualified Savings Plan | Similar to a 401(k) plan, however not as flexible in regards to timing of the payouts of the retirement benefits for nonqualified plans. These benefits are unsecured and subject to risk of forfeiture in bankruptcy. | • Used to provide NEOs with reasonably competitive benefits to those in the competitive market. NEOs are eligible to participate after the first year of employment. | • Mr. Prising, Mr. | |||
2017. | ||||||
Career Shares | Used selectively by the Committee, taking into account what is most appropriate for an NEO in view of the retention incentive provided by the award. Restricted stock units vest completely on a single date several years into the future. | • Used as | • | |||
2017. | ||||||
Other Benefits | Used to attract and retain talent needed in the business. | • Additional benefits include financial planning reimbursement and broad-based automobile benefits, selected benefits for expatriate executives, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by local market practice. | • Limited participation by the NEOs in these programs. |
Our executive compensation program is designed to motivate our NEOs to contribute to the Company’s long-term performance and success. As such, the following pay components include pay for results features:
Annual Incentive Award
2018 Proxy Statement| 34 |
Compensation Discussion and Analysis |
under the Pool Plan is determined using a percentage of gross profit. The higher the gross profit, the larger the Pool. See page 40 for further discussion regarding the use of the Pool Plan in 2017. |
Target total compensation is the value of the compensation package that is intended to be delivered based on performance againstpre-established goals. The following chart illustrates for each of the NEOs the composition of his or her target total compensation for The Committee’s compensation consultant, Mercer, provides the Committee with market data that is used in setting target levels for compensation for the NEOs. Actual compensation paid out to the NEOs in a given year may vary significantly from the target levels depending on the actual performance achieved under thepre-established financial and operating goals set by the Committee. The target compensation is detailed for each 2017 Target Compensation Components Base Salary Annual Incentive Target Performance Share Units Stock Options Restricted Stock Units Prising McGinnis Green Chandrashekar Swan20152017 among the various compensation elements:4135 |ManpowerGroup
Compensation Discussion and Analysis |
This table outlines the values of the various elements and the percentage of each NEO’s total target compensation package that is variable (both short- and long-term) and performance-based (both short- and long-term).
2017 NEO Target Compensation
NEO | Base Salary | Annual Incentive | Stock Options(1) | Performance Share Units(1) | Restricted Stock Units(1) | Total 2015 Target Comp | % Total Variable 2015 Target Comp(2) | % Total 2015 Target Comp Performance- Based(3) | ||||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||||||
Jonas Prising | 1,100,000 | 1,650,000 | 1,128,009 | 3,384,063 | 1,128,072 | 8,390,144 | 87 | % | 73 | % | ||||||||||||||
Michael J. Van Handel | 660,000 | 660,000 | 520,013 | 1,560,028 | 520,009 | 3,920,050 | 83 | % | 70 | % | ||||||||||||||
Darryl Green | 800,000 | 800,000 | 700,008 | 2,100,049 | 700,042 | 5,100,099 | 84 | % | 71 | % | ||||||||||||||
Ram Chandrashekar | 568,035 | 426,026 | 280,020 | 840,051 | 280,017 | 2,394,149 | 76 | % | 65 | % | ||||||||||||||
Mara E. Swan | 560,000 | 420,000 | 240,014 | 720,054 | 240,069 | 2,180,137 | 74 | % | 63 | % | ||||||||||||||
Jeffrey A. Joerres | 900,000 | 1,125,000 | — | 3,104,508 | 1,330,503 | 6,460,011 | 86 | % | 65 | % |
NEO | Base Salary | Annual Incentive | Stock Options(1) | Performance Share Units(1) | Restricted Units(1) | Total 2017 Target Comp | % Total 2017 Target Comp Variable(2) | % Total 2017 Comp Performance- Based(3) | ||||||||||||||||||||||||||||||||
$
| $
| $
| $
| $
| $
| |||||||||||||||||||||||||||||||||||
Jonas Prising | 1,250,000 | 1,875,000 | 1,690,019 | 5,070,059 | 1,690,052 | 11,575,130 | 89 | % | 75 | % | ||||||||||||||||||||||||||||||
John T. McGinnis | 650,000 | 650,000 | 460,005 | 1,380,038 | 460,077 | 3,600,120 | 82 | % | 69 | % | ||||||||||||||||||||||||||||||
Darryl Green | 850,000 | 850,000 | 760,007 | 2,280,029 | 760,010 | 5,500,046 | 86 | % | 72 | % | ||||||||||||||||||||||||||||||
Ram Chandrashekar | 627,849 | 470,887 | 380,016 | 1,140,014 | 380,005 | 2,998,771 | 79 | % | 66 | % | ||||||||||||||||||||||||||||||
Mara E. Swan
|
| 610,000
|
|
| 457,500
|
|
| 270,022
|
|
| 810,031
|
|
| 270,075
|
|
| 2,417,628
|
|
| 75
| %
|
| 64
| %
|
(1) | The value of equity awards in this table represents the grant date fair value of the equity awards at the target levels granted in |
(2) | Includes annual incentive, stock options, performance share units and restricted stock units. |
(3) | Includes annual incentive, stock options and performance share units. |
The Committee also considers how much incentive compensation is short-term in nature, and how much is long-term, with the intention that a significant portion of incentive compensation be based on the long-term performance of the Company. This reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term success of the Company. The following chart details how incentive compensation is allocated between short-term (annual cash incentive) and long-term incentive compensation (stock options, performance share units and restricted stock units) for each of the NEOs. 2017 Long-Term vs. Short-Term Incentive Compensation Long Term Incentive Short Term Incentive Prising McGinnis Green Chandrashekar Swan2018 Proxy Statement| 36
Compensation Discussion and Analysis |
The Company’s practice is to target compensation outcomes generally to the 50th50th percentile of compensation paid in the competitive market fortarget results. Our maximum award opportunities foroutstanding results are generally set to approximate the 75th75th percentile of the competitive market. This is not strictly formulaic and some compensation levels or award opportunities may fall above or below the reference points. When setting each component of compensation, the Company takes into consideration the allocation of awards in the competitive market between current cash compensation andnon-cash compensation including stock options, performance share units and restricted stock units.
Our Committee has devoted considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation, given that we are significantly larger and more global in scope than other U.S.-listed companies in our industry. The following outlines the analysis by the Committee, and its independent compensation consultant, Mercer, to develop meaningful peer groups. The Committee One reason we utilize the customized set of comparison companies is that it is difficult to find an industry-specific group of peer companies. Our two largest competitors, Adecco and Randstad, are based in Europe, and although we review available compensation data for these two companies, their pay practices are different and full compensation data is not disclosed. Our nearest U.S. public competitor had revenue of approximately The Committee8589 companies within the S&P 500 with minimum revenues of approximately $14$13 billion, maximum revenues of approximately $39 billion, and median revenues of $21$20 billion. The Committee believes that using this group provides a robust basis for assessing the competitive range of compensation for senior executives of companies of ManpowerGroup’s scale and that it also represents the universe oftop-tier companies we consider when looking for executive talent. A list of the companies included in the peer group used by ManpowerGroup in 2015 is attached asAppendixA-1Appendix C-1.$5.5$5.4 billion in 20152017 compared to our revenue of $19.3$21.0 billion and the other U.S. public competitors are even smaller. Mercer has confirmed to the Committee that attempting to use such competitors would not produce meaningful data.eachcertain NEO’s position. For the CEO, CFO and CFO,COO, their positions were typicallyonly compared to companies within the subset group of the S&P 500. For the Executive Chairman, the Committee reviewed data regarding the relationship of the position to CEO pay for S&P 500 companies with an Executive Chairman. For NEOs with responsibility for leading a business unit, their positions were compared with U.S. compensation survey data of similar sized groups and divisions. Compensation for global functional leaders was compared against U.S. compensation survey data recommended by Mercer for executives with similar roles and responsibilities, but not against the subset of S&P 500 companies.responsibilities. For executives whose positions were located outside of the U.S,U.S., ManpowerGroup also took into account international (regional and local) compensation survey data in an effort to set compensation that is not only equitable among the members of a global team, but also competitive within the global markets where ManpowerGroup competes for talent.37 |ManpowerGroup
Compensation Discussion and Analysis |
Market data utilized by the Committee for benchmarking included the following survey data recommended by Mercer:
NEO | Market Data Utilized | |
Jonas Prising | S&P 500 Data for CEOs | |
John T. McGinnis | S&P 500 Data for CFOs | |
Darryl Green | S&P 500 Data of COOs | |
Ram Chandrashekar | S&P 500 Data of Top Division Executives | |
U.S. Published | ||
Mara Swan(1) | ||
S&P 500 Data of Top | ||
U.S. Published Survey of Top HR Executives |
The market data used for Ms. Swan includes a 20% premium to |
Prior to consider the executivesetting compensation
Total Direct Compensation
NEO | % Variance Competitive | ||||
Jonas Prising | (15 | )% | |||
John T. McGinnis | (12 | )% | |||
Darryl Green | 18 | % | |||
Ram Chandrashekar | (15 | )% | |||
Mara E. Swan | 1 | % |
(1) | For Mr. Prising, Mr. McGinnis and Mr. Green, the primary data source was the peer group subset of the S&P | |
Based on the foregoing benchmarking, and the input of Mercer, compensation falls belowlevels for the median total direct compensation when benchmarked against survey data for CEOs. The Committee determined this was appropriate because Mr. Prising's tenure as CEO is less than two years. For Mr. Chandrashekar, his compensation is aboveNEOs were increased in 2017 after review by the median of any roles his
An individual NEO’s total compensation or any element of compensation may be adjusted upwards or downwards relative to the competitive market based on a subjective consideration of the NEO’s experience, potential, tenure and results (individual and relevant organizational results), internal equity (which means that comparably positioned executives within ManpowerGroup should have comparable award opportunities), the NEO’s historical compensation, and any retention concerns. The Committee uses a historical compensation report to review the compensation and benefits provided to each NEO in connection with its compensation decisions concerning that NEO.
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, subject to ratification by the board of directors. Generally, the CEO establishes and determines the achievement of the goals and objectives for the annual incentive for the other NEOs, with the Committee making the final determinations. Similarly, the CEO generally recommends to the Committee any salary adjustments, cash incentive awards or equity-based awards for the other NEOs, which are then evaluated and determined by the Committee. In the case of the former Executive Chairman, however, these determinations were made by the Committee without recommendation from the CEO, and were then presented to the board of directors for ratification. Mercer also provided input to the Committee regarding the final 20152017 compensation2018 Proxy Statement| 38
Compensation Discussion and Analysis |
for all of the NEOs. This input reflected the Company'sCompany’s performance results for 2015,2017, external market references against the peer group, internal compensation references and the individual performance of each of the NEOs. Under the Committee’s charter, compensation for our CEO, CFO and President (who is our COO) is subject to ratification by the board of directors. Accordingly, the board of directors ratified the determinations for Mr. Prising, Mr. Van Handel,McGinnis and Mr. Green, as well as Mr. Joerres,who were ratified by the board of directors.
The annual financial goals for the CEO are based on EPS and ROIC for the year. The process begins with collaboration between Mercer, the CFO and the Setting the operating objectives for the CEO begins with the CEO recommending to the Committee the objectives for himself for the year. The Committee reviews and ultimately approves these operating objectives, subject to any adjustments, in the context of ManpowerGroup’s strategic and financial plans. At each The Committee will generally determine and approve equity awards to the CEO and the related vesting schedules, at its regularly scheduled meeting in February each year, subject to ratification by the board of directors. The grant date for the awards is the date the Committee approves the awards. The exercise price for any options granted is the closing price on the date of grant. As part of the decision making process for the CEO’s compensation matters, any decisions of the Committee or ratifications by the board of directors regarding the CEO’s compensation, are done in executive session without any other management present.CFO. Mercer then reviews this outcome with the chair of the Committee, who makes a preliminary decision about the goals.Executive Vice President, Global Strategy and Talent. The full Committee then reviews and determines the goals and range of award opportunities for achievement of the goals, including the weighting of each goal for the CEO, subject to ratification by the board of directors. In determining these goals, the Committee considers financial information including historical and projected earnings growth, the prior year financial results and the Company’s expected financial performance for the current year, consulting with management, including financial personnel, and Mercer.compensation committeeCommittee meeting during the year, the Committee reviews the progress the CEO is making towards the achievement of his financial goals and operating objectives for the year. After the close of each year, the Committee reviews and approves, subject to ratification by the board of directors, an award amount for the annual cash incentive based on whether the annual objective financial goals have been achieved, the pool allocation earned under the Pool Plan, and based on the CEO’s performance towards each of his annual operating objectives.45
The process for setting the annual financial goals for the other NEOs also begins with collaboration between Mercer, the For After the close of each year, the Committee reviews and approves an award amount for the annual incentive to each NEO based on achievement of the NEO’s annual objective financial goals and the pool allocation earned under the Pool Plan. The CEO determines the amount of any award to each of the NEOs for performance towards each of their annual operating objectives. The CEO presents the recommended award for each NEO to the Committee for its review and approval, subject to ratification by the board of directors for Van Handel,McGinnis, Green, Chandrashekar and Ms. SwanCEOCFO and CFOthe Executive Vice President, Global Strategy and Talent selecting the objective financial metrics and establishing proposed goals for those selected metrics for each of the NEOs. The recommended financial metrics and proposed goals are then reviewed and approved by the CEO. The EPS and ROIC metric is used for each NEO, with the same goals as those used for the CEO. The CEOCFO and CFO determinethe Executive Vice President, Global Strategy and Talent recommend the proposed goals and award opportunities for Mr. Chandrashekar’s other objective financial metric, AOUP.AOUP, which is then reviewed and approved by the CEO. The Committee reviews these recommended financial goals, makes any adjustments it deems appropriate and then approves the financial goals and range of award opportunities, including the weighting of each goal.2015,2017, Mr. Prising approved the operating objectives for Messrs. Van Handel,McGinnis, Green, Chandrashekar and Ms. Swan.Mr. Van HandelMessrs. McGinnis and Mr. Green.39 |ManpowerGroup
Compensation Discussion and Analysis |
The Committee generally determines and approves equity awards to the other NEOs, including vesting schedules, at its regularly scheduled meeting in February each year, subject to ratification ofby the board of directors in the case of Mr. Van Handelthe CFO and Mr. Green.President. These are generally based on recommendations by the CEO (although not with regard to himself). The Committee may make grants to NEOs at other times during the year, as it deems appropriate. The grant date for the awards is the date the Committee approves the awards. The exercise price for any options granted is the closing price on the date of grant.
Setting Annual Incentive Goals and Equity Awards for Mr. JoerresThe process for the former Executive Chairman was similar to the process for the CEO. The annual financial goals for the former Executive Chairman were based on EPS and ROIC for the year. The Committee reviewed and determined the goals and range of award opportunities for achievement of the goals, including the weighting of each goal, subject to ratification by the board of directors. The former Executive Chairman recommended operating objectives for himself, and the Committee reviewed and ultimately approved these operating objectives, subject to any adjustments, in the context of ManpowerGroup's strategic and financial plans.At each compensation committee meeting during the year, the Committee reviewed the progress the Executive Chairman made towards the achievement of his financial goals for the year. As Mr. Joerres retired on December 30, 2015, under the terms of the Pool Plan, Mr. Joerres would not have been eligible to receive any annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light46of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015, based on actual performance results for the objectives approved for him in February 2015. In February 2016, the Committee reviewed and approved, and the board of directors subsequently ratified, an award amount for the annual cash incentive for Mr. Joerres, taking into account the pool allocation earned under the Pool Plan, the annual objective financial goals achieved, and his performance towards each of his annual operating objectives.The Committee determined and approved equity awards and the related vesting schedules for Mr. Joerres as Executive Chairman, at its regularly scheduled meeting in February 2015, which were subsequently ratified by the board of directors. The grant date for the awards was the date the Committee approved the awards.As part of the decision making process for the Executive Chairman’s compensation matters, any decisions of the Committee or ratifications by the board of directors regarding his compensation, were done in executive session without any other management present.20152017 Executive Compensation Program
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. Base salary levels affect the value of the annual incentive awarded to the NEOs because the incentive award is awarded as a percentage of base salary. A higher base salary will result in a higher annual incentive, assuming the same level of achievement against goals. The level of severance benefit each NEO may receive is also increased if his or her salary is increased. The value of long-term incentive awards is not determined as a multiple of base salary.NoneFor 2017, the committee increased the base salary paid to each of the NEOs received an increase in base salary in 2015.as follows: Mr. Prising, $1,250,000; Mr. McGinnis, $650,000; Mr. Green, $850,000; Mr. Chandrashekar, $795,736 Singapore Dollars ($627,849, using an exchange rate of $0.789017 (in U.S. Dollars)), the rate in effect on February 11, 2014, the date Mr. Chandrashekar was promoted to Executive Vice President, Operational Excellence & IT and Mr. Green's 2015 salary in the Summary Compensation Table on page 61 reflects a full year as CEOPresident, Asia Pacific Middle East); and COO, respectively. Mr. Joerres’ base salary decreased to $900,000 effective February 10, 2015, due to his continued decrease in responsibilities.
For 2017, annual incentive grants for our For Under the Pool Plan, the total incentive payout to executives For 2018, the Committee determined not to grant incentive awards under the Pool Plan in light of the repeal of the exemption from Section 162(m)’s deduction limit for performance-based compensation. Rather, in February 2018As stated earlier, in 2011shareholders approvedNEOs were granted under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan (the “Pool Plan”). The design of the Pool Plan sets maximum incentive levels for executives subject to the plan, and then enables the Committee to use negative discretion to establish actual incentives for our NEOs. This is done based on a subjective assessment of the individual’s achievements and performance and overall contribution to the Company and even more importantly, based on the Committee’s assessment of performance towards thepre-specified financial goals and operating objectives which are set at the beginning of the year. The Pool Plan iswas designed to maintain our ability to deduct the incentives to the greatest extent permitted under Section 162(m) of the Internal Revenue Code.In February 2016, Despite the repeal of the performance-based compensation exception under Section 162(m) at the end of 2017, the Committee approved an amendmentchose to maintain the design of the Pool Plan so that any participant who retires duringand continued to use the year would be entitled to a pro-rata portion of theirPool Plan procedures for its 2017 annual incentive for that year, based on actual performance. Prior to the amendment, a participant who retired prior to December 31 of a given year would not be eligible for any incentive for that year, unless otherwise determined by the Committee.2015,2017, the Committee determined that the aggregate annual cash incentive awards for the NEOs who are subject to the Pool Plan cannot exceed .75% percent of gross profit. The maximum amount of the individual awards for each participating NEO will bewas the lesser of the shareholder approved maximum individual payout47 Thecannot exceedis limited to 100% of the pool. During the first quarter of 2015,2017, the Committee approved the pool allocations for each of the NEOs as follows: Mr. Prising (24%(32%), Mr. Van Handel (10%McGinnis (9%), Mr. Green (12%), Mr. Chandrashekar (7%), and Ms. Swan (7%), and Mr. Joerres (18%) with the balance of the pool being allocated to other executives and for any new executives hired or promoted during the year. Within this structure, the Committee usesused negative discretion to determine incentives for our NEOs by continuing to use the goals of EPS, ROIC, AOUP and various operational objectives to calculate the amount for each of the NEOs, capped by each executive’s allocable share of the pool. Each of the NEOs who was a participant in the Pool Plan for 20152017 received a cash incentive payment significantly less than his or her allocable share of the pool.2018 Proxy Statement| 40
Compensation Discussion and Analysis |
the committee approved the Annual Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the payment of annual awards to a participant based on the Company’s attainment of one or more financial goals and operating objectives established for that participant for the relevant year. Under the Incentive Plan, the participant is assigned award opportunities for threshold, target, and outstanding performance upon the attainment of the financial goal or goals established for the participant, as determined by the committee at the beginning of the year. Depending upon the actual performance of ManpowerGroup for the year as measured against these financial goals, and the assessment of the participant’s performance in achieving the operating objectives, the participant would be paid a cash award following the close of the year. The maximum award that a participant may receive for any year under the Incentive Plan is $5 million.
As noted above, the Annual Cash Incentivesannual cash incentives for NEOs are based on two objective factors –— EPS and ROIC –— plus regional operating unit performance, where applicable, and individual performance objectives. For EPS and ROIC, the Committee sets target outcomes at a number that reflects an annual growth target. As mentioned earlier, beginning in 2015,2016, the Committee has determined to exclude the impact of currency when calculating EPS and ROIC to ensure that payments under our annual incentives reflect the underlying performance of our business. Accordingly, they setAlso beginning in 2016, the EPS and ROIC targets on a constant currency basis.Committee has determined to exclude the benefit of current year share repurchases in excess of dilution when calculating EPS. The calculation of EPS and ROIC are as follows:
The EPS target is generally based on the Company’s targeted long-term growth rate for EPS, but may be adjustedyear-by-year based on economic conditions and the Company’s expected financial performance for the year. From that target, the Committee then sets levels for threshold and outstanding performance. The threshold EPS growth rate reflects a level of performance that is below target but still appropriate for a partial award to be earned. Conversely, the outstanding EPS growth rate reflects a level of performance appropriate for the maximum incentive to be earned. So the comparisons are valid between the two years, the growth rates are based on growth over results of the previous year excludingnon-recurring items.
The ROIC target is then determined based on the earnings growth reflected by the EPS target as well as consideration by the Committee of factors relating to the Company’s level of capital. The other financial performance metrics under the plan used to determine the annual incentives earned by the other NEOs are determined in a similar way, taking into consideration the economic conditions and expected financial performance of each individual region, where applicable, as well as the overall EPS and ROIC targets. This methodology is not the same as the Company’s financial budgeting or business outlook for the year. As a result, target performance for purposes of achieving an incentive award will not be the same as performance at the budgeted financial plan, which may be higher or lower than target performance depending on economic conditions and trends at the time.
The Discussion of Setting Annual Incentive Goals forWhy the NEOsCompanyCommittee 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.41 |ManpowerGroup
Compensation Discussion and Analysis |
Using an ROIC metric incentivizes our executives to manage our accounts receivable and other capital investments carefully in order to maximize the return on capital deployed. Our goal is to continuously improve our ROIC throughinternal capital employed each year over year increases.
Goal | Threshold | Target | Outstanding | |||
EPS Growth Rate | 0% | 10% | 29% |
The following table shows the EPS and ROIC goals established by the Committee for 2015, which correspond to the EPS growth targets:
Goal | Threshold | Target | Outstanding | |||
EPS | $5.30 | $5.85 | $6.85 | |||
ROIC | 13.5% | 15.0% | 17.0% |
Goal | Threshold | Target | Outstanding | ||||||||||||
EPS
|
$
|
6.38
|
|
$
|
6.90
|
|
$
|
7.53
|
| ||||||
ROIC
|
|
13.0
|
%
|
|
14.3
|
%
|
|
16.0
|
%
|
The Committee Also Uses AOUP for Certain NEOs
Where an individual executive has specific responsibility for a geographic operating unit, the Committee also uses AOUP as a financial performance metric, to drive profitability in the executive’s business unit, while factoring in the cost of carrying accounts receivable. The calculation of AOUP is as follows:
In 2017, Mr. Chandrashekar was the only NEO with AOUP used as a performance metric for his annual incentive goals.
The Committee determined that EPS and ROIC were the appropriate performance metrics in EPS goal (weighted 40%) 15.0 % 60.0 % 120.0 % ROIC goal (weighted 40%) 15.0 % 60.0 % 120.0 % Operating Objectives (weighted 20%) 7.5 % 30.0 % 60.0 % Total 37.5 % 150.0 % 300.0 % The operating objectives for Mr. Prising for 20152017 for Mr. Prising as the CEO. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Prising for 2015,2017, as a percentage of his 20152017 base salary of $1,100,000: Threshold Target Outstanding EPS goal (weighted 40%) 15.0% 60.0% 120.0% ROIC goal (weighted 40%) 15.0% 60.0% 120.0% Operating Objectives (weighted 20%) 7.5% 30.0% 60.0% Total 37.5% 150.0% 300.0% Threshold Target Outstanding 20152017 are as follows:
2018 Proxy Statement| 42 |
Compensation Discussion and Analysis |
The Committee determined that Mr. Prising earned a cash incentive award for 20152017 between target and outstanding foroutstandingfor all of his financial objectives in 2015.2017. The Committee also approved an incentive award to Mr. Prising based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 20152017 award to Mr. Prising as follows:
Target Award | Actual Award | |||
CEO | $1,650,000 | $2,300,000 |
Target Award | Actual Award | |||||||||
CEO
|
$
|
1,875,000
|
|
$
|
2,240,546
|
|
For 2015,2017, the calculation offor EPS for Mr. Prising and the other NEOs was adjusted downward by the Committee, exercising negative discretioncontinued to adjust forexclude the impact on EPS of significantchanges in foreign currency exchange rates and the impact of share repurchase activity during the year.year except to the extent necessary to offset dilution resulting from shares issued under equity plans. ROIC continued to exclude the impact of currency. For 2017, the EPS and ROIC calculations also excluded theone-time benefit from U.S. and French tax reform and restructuring charges, net of the savings related to these charges. See page
Similar to the CEO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. EPS goal (weighted 40%) ROIC goal (weighted 40%) Operating Objectives (weighted 20%) Total The operating objectives for Mr. for Mr. Van HandelVan HandelMcGinnis as the CFO.Van HandelMcGinnis for 2015,2017, as a percentage of his 20152017 base salary of $660,000: Threshold Target Outstanding EPS goal (weighted 40%) 10.0% 40.0% 80.0% ROIC goal (weighted 40%) 10.0% 40.0% 80.0% Operating Objectives (weighted 20%) 5.0% 20.0% 40.0% Total 25.0% 100.0% 200.0% 50 Threshold Target Outstanding 10.0 % 40.0 % 80.0 % 10.0 % 40.0 % 80.0 % 5.0 % 20.0 % 40.0 % 25.0 % 100.0 % 200.0 % Van HandelMcGinnis for 20152017 are as follows:
The Committee determined that Mr. Van HandelMcGinnis earned a cash incentive award for 20152017 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award for Mr. Van HandelMcGinnis based on its determination of the level of performance towards achievement of his operating objectives. Based on these accomplishments, the Committee determined to pay the 20152017 award to Mr. Van HandelMcGinnis as follows:
Target Award | Actual Award | |||||||||
CFO
|
$
|
650,000
|
|
$
|
755,040
|
|
43 |ManpowerGroup |
Target Award | Actual Award | |||
CFO | $660,000 | $920,000 |
Compensation Discussion and Analysis |
Similar to the CEO and CFO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. Green as President and COO. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Green for EPS goal (weighted 40%) 10.0 % 40.0 % 80.0 % ROIC goal (weighted 40%) 10.0 % 80.0 % Operating Objectives (weighted 20%) 5.0 % 40.0 % Total 25.0 % 200.0 % The operating objectives for Mr. Green for for Mr. Green2015,2017, as a percentage of his 20152017 base salary of $800,000: Threshold Target Outstanding EPS goal (weighted 40%) 10.0% 40.0% 80.0% ROIC goal (weighted 40%) 10.0% 40.0% 80.0% Operating Objectives (weighted 20%) 5.0% 20.0% 40.0% Total 25.0% 100.0% 200.0% Threshold Target Outstanding 40.0 % 20.0 % 100.0 % 20152017 were as follows:
The Committee determined that Mr. Green earned a cash incentive award for 20152017 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award to Mr. Green based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 20152017 award to Mr. Green as follows:
Target Award | Actual Award | |||
COO | $800,000 | $1,105,000 |
Target Award | Actual Award | |||||||||
COO
|
$
|
850,000
|
|
$
|
1,004,360
|
|
The Committee determined that EPS, ROIC and AOUP were the appropriate performance metrics for Mr. Chandrashekar, Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Chandrashekar for AOUP goal (weighted 40%) 10.0 % 30.0 % 60.0 % EPS goal (weighted 20%) 5.0 % 30.0 % ROIC goal (weighted 20%) 5.0 % 15.0 % 30.0 % Operating Objectives (weighted 20%) 5.0 % 15.0 % 30.0 % Total 25.0 % 75.0 % 150.0 % The operating objectives for Mr. Chandrashekar for for Mr. Chandrashekar2015,2017, as a percentage of his 20152017 base salary of $568,035: Threshold Target Outstanding AOUP goal (weighted 40%) 10.00% 30.00% 60.00% EPS goal (weighted 20%%) 5.00% 15.00% 30.00% ROIC goal (weighted 20%) 5.00% 15.00% 30.00% Operating Objectives (weighted 20%) 5.00% 15.00% 30.00% Total 25.0% 75.0% 150.0% Threshold Target Outstanding 15.0 % 20152017 are as follows:
2018 Proxy Statement| 44 |
Compensation Discussion and Analysis |
The Committee determined that Mr. Chandrashekar earned a cash incentive award for 2015 between threshold and target for AOUP and2017 between target and outstanding for both EPS and ROIC.ROIC and between target and outstandingfor AOUP. The Committee also approved an incentive award for Mr. Chandrashekar based on its determination of the level of performance towards achievement of his operating objectives. Based on these accomplishments, the Committee determined to pay the 20152017 award to Mr. Chandrashekar as follows:
Target Award(1) | Actual Award(1) | |||
EVP, Operational Excellence and IT, and President, Asia Pacific Middle East | $426,026 | $460,108 |
Target Award(1) | Actual Award(1) | |||||||||
EVP, Operational Excellence and IT, and President, Asia Pacific Middle East
| $
| 470,887
|
| $
| 653,967
|
|
(1) | Mr. Chandrashekar’s target award and actual award received have been translated at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr. Chandrashekar was promoted to Executive Vice President, Operational Excellence and IT and President, Asia Pacific Middle East. |
Similar to the CEO, CFO and COO, the Committee determined EPS and ROIC were the appropriate performance metrics for Ms. Swan, Executive Vice President, Global Strategy and Talent. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Ms. Swan for EPS goal (weighted 40%) 10.0 % 30.0 % 60.0 % ROIC goal (weighted 40%) 10.0 % 30.0 % 60.0 % Operating Objectives (weighted 20%) 5.0 % 15.0 % 30.0 % Total 25.0 % 75.0 % 150.0 % The operating objectives for Ms. Swan for for Ms. SwanThe2015,2017, as a percentage of her 20152017 base salary of $560,000: Threshold Target Outstanding EPS goal (weighted 40%) 10.00% 30.00% 60.00% ROIC goal (weighted 40%) 10.00% 30.00% 60.00% Operating Objectives (weighted 20%) 5.00% 15.00% 30.00% Total 25.0% 75.0% 150.0% 52 Threshold Target Outstanding 20152017 are as follows:
The Committee determined that Ms. Swan earned a cash incentive award for 20152017 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award to Ms. Swan based on its determination of the level of performance towards achievement of her operating objectives. Based on these accomplishments, the Committee determined to pay the 20152017 award to Ms. Swan as follows:
Target Award | Actual Award | |||
EVP, Global Strategy and Talent | $420,000 | $580,000 |
Target Award | Actual Award | |||||||||
EVP, Global Strategy and Talent
|
$
|
457,500
|
|
$
|
546,682
|
|
Each year the Committee determines the appropriate mix of performance share units, stock options and restricted stock Annual Incentive Award Opportunities for Mr. JoerresThe Committee determined that EPS and ROIC were the appropriate performance metrics for Mr. Joerres for 2015, since he was expected to be substantially involved in the Company until his retirement.The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Joerres as Executive Chairman as a percentage of his 2015 base salary of $900,000: Threshold Target Outstanding EPS goal (weighted 40%) 10.0% 50.0% 100.0% ROIC goal (weighted 40%) 10.0% 50.0% 100.0% Operating Objectives (weighted 20%) 5.0% 25.0% 50.0% Total 25.0% 125.0% 250.0% The Committee established operating objectives for Mr. Joerres for 2015 as follows :Continue to ensure a smooth CEO transition and collaborate with the CEO on key initiativesProvide insights on future organizational needs and market changesDevelop solutions opportunities within the Company's global clientsAs stated earlier, as Mr. Joerres retired on December 30, 2015, under the terms of the Pool Plan, he would not have been eligible to receive any annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015, based on actual performance results for the objectives first approved for him in February 2015.The Committee determined that Mr. Joerres earned a cash incentive award for 2015 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award to Mr. Joerres based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Mr. Joerres as follows: Target Award Actual Award Former Executive Chairman $1,125,000 $1,563,750 53grantsunits that should comprise the long-term incentives for the NEOs. This flexibility allows the Committee to tailor its program to create the incentive structure that it believes will best align executive performance and the needs of the Company. The Committee has determined for 2017 that the performance needs of the Company arewould be best met through a package of awards for the NEOs made up of 60% performance share units, 20% stock options and 20% restricted stock units. We believe this will further align the NEOs’ interests with long-term shareholder value, particularly as 60% of the awards vest based on performance criteria. For Mr. Joerres, the Committee determined his awards were made of 70% performance share units and 30% restricted stock units. He was not granted stock options in 2015. 45 |ManpowerGroup
Compensation Discussion and Analysis |
The performance share units, stock options and restricted stock units awarded in 20152017 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 64.
Performance share units
. For the performance share units granted inThe following table shows the goals established by the Committee for the 2015-20172017-2019 performance period for these performance share units and the associated payout percentage:
Threshold | Target | Outstanding | ||||
Average Operating Profit Margin Percent 2015-2017 | 2.60% | 3.60% | 4.10% | |||
Payout Percentage | 50% | 100% | 200% |
Threshold | Target | Outstanding | |||||||||||||
Average Operating Profit Margin Percent 2017-2019
|
|
3.00
|
%
|
|
4.00
|
%
|
|
4.50
|
%
| ||||||
Payout Percentage
|
|
50
|
%
|
|
100
|
%
|
|
200
|
%
|
To determine the average operating profit margin percent 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 three-year3-year payout scale relative to the3-year average performance.
For the 2017 financial year, restructuring charges were excluded from the operating profit margin percent calculation. This increased the operating profit margin percent for 2017 from 3.75% to 3.92%.
An operating profit “gate” was also established for the performance share units to ensure operating profit margins are achieved without significantly decreasing revenues. This gate was set at $595.0$710 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the 2015-20172017-2019 performance period exceeds $595.0$710.0 million.
Based on the Company’s average operating margin percent for the3-year performance period of 2015-2018, the Committee approved a specialdetermined the 2015 performance share unit grant to Mr. Chandrashekar, who was serving as Senior Vice President, Operational Excellence and ITawards vested at the time140% of grant, for 7,610 shares at the target level. The number ofoperating profit dollar gate for these awards was also reached, so the NEOs received the actual performance shares that could beshare units earned under this grant was based on the performance goal of reducing the Company's selling and administrative expenses as a percent of gross profit. The measurement period for achievement of this performance goal was the 2015 calendar year. Goalsaward. These shares vested and were set atsettled in common stock in February 2018, after the target and outstanding levels. If performance fell belowCommittee determined the target level, Mr. Chandrashekar would not receive anyachievement of the performance units granted. Atgoals. The number of shares earned for the target performance level, Mr. Chandrashekar would earn 100%each of the performance share units granted and at the outstanding performance level, Mr. Chandrashekar would earn 150% of the performance share units granted. Any performance shares earned will vest on July 1, 2016.
NEO | Performance Share Units Granted(#) | Performance Share Units Earned(#) | ||||||||
Jonas Prising
|
|
43,966
|
|
|
61,552
|
| ||||
John T. McGinnis(1)
|
|
—
|
|
|
—
|
| ||||
Darryl Green
|
|
27,284
|
|
|
38,198
|
| ||||
Ram Chandrashekar
|
|
10,914
|
|
|
15,280
|
| ||||
Mara E. Swan
|
|
9,355
|
|
|
13,097
|
|
(1) | Mr. McGinnis was not an employee at the time of grant. |
Stock options
. The Committee uses stock options to align the interests of the NEOs with long-term shareholder value. Consistent with past years, these will vest ratably over a four-year period.Restricted stock units
. As stated earlier, the Committee chose to include restricted stock units because they align the interests of the NEOs with long-term shareholder value and add balance to the compensation program as they provide both upside potential and downside risk. In addition, restricted stock units provide a retention incentive to the NEOs as they are only payable in stock if the NEO remains with the Company through the vesting date. The restricted stock units have a three-year cliff vest.2018 Proxy Statement| 46 |
Compensation Discussion and Analysis |
Career Shares The Committee selectively grants restricted stock units in order to provide a retention incentive. These career shares vest completely on a single date several years into the future. The Committee considers each year whether to make any such grants, to whom to make such grants and the size of any such grants. None of the NEOs Deferred Compensation Plans ManpowerGroup maintainstax-qualified 401(k) plans for its U.S. employees. For compliance reasons, once an executive is deemed to be “highly compensated” within the meaning of Section 414(q) of the Internal Revenue Code, the executive is no longer eligible to participate in ManpowerGroup’s 401(k) plans except for As required under applicable law, we contribute to the Central Provident Fund of Singapore on behalf of Mr. Chandrashekar. The Central Provident Fund is a nondiscriminatory, tax qualified savings plan operated and managed by the government of Singapore, to which the employers of Singapore-based employees are required to contribute. All employees of our Singapore branch participate in the Central Provident Fund.were grantedreceived a career sharesshare grant in 2015. "catch-up"“catch-up” contributions for employees over 50. ManpowerGroup maintains a separatenon-qualified savings plan for “highly compensated” employees, including eligible executives. Thenon-qualified plan provides similar benefits to thetax-qualified 401(k) plans, including a companyCompany match and profit sharing.enhanced matching contribution. However, the nonqualified savings plan is a poor substitute because of the inflexibility as to the timing of the payouts and taxability of the retirement benefits relative to a qualified plan. Furthermore, the plan benefits are unsecured and subject to risk of forfeiture in bankruptcy. The Committee maintains this program in an effort to provide NEOs with reasonably competitive benefits to those in the competitive market.
The NEOs participate in the 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 reimburses NEOs for financial planning assistance. This benefit is provided to ensure that executives prepare adequately for retirement, file their taxes and conduct all stock transactions appropriately. In addition, ManpowerGroup provides memberships in clubs for business entertaining to a limited number of executives. Each executive who is provided such a membership pays the expenses for any personal use of these clubs; however, none of the NEOs used these clubs for personal use in Except in connection with expatriate assignments, as discussed below, ManpowerGroup does not pay tax gross ups to its NEOs on any of the above benefits. The benefits are in place to attract and retain the talent needed in the business.2015.2017. ManpowerGroup also maintains a broad-based auto program that covers approximately 400300 management employees in the U.S., including the U.S.-based NEOs.U.S. based NEOs, except Mr. Prising who no longer participates in the program. Pursuant to this program, ManpowerGroup pays 75% of the cost of a leased car for NEOs based in the U.S. who participate in the program. Consistent with local practice in Singapore, where Mr. Chandrashekar is based, ManpowerGroup provided him with a car in 2015.55
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 pages64-66. To align our executive compensation program with best governance practices within the Committee’s philosophy, the Committee has eliminated any tax gross up payments and has adopted double triggers in our severance agreements in order for our NEOs to receive benefits following a change in control.76-78. The Committee believes that severance and change of control policies are necessary to attract and retain senior talent in a competitive market. The Committee also believes that these agreements benefit ManpowerGroup because they clarify the NEOs’ terms of employment and protect ManpowerGroup’s business during an acquisition. Furthermore, the Committee believes that change of control benefits, if structured appropriately, allow the NEOs to focus on their duties and responsibilities during an acquisition.47 |ManpowerGroup
Compensation Discussion and Analysis |
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'sNEO’s position. Under the guidelines, the Committee takes into account actual shares owned by the executive, unvested restricted stock or restricted stock units, and unvested performance share units calculated at the threshold level. The Committee does not consider any stock options or performance share units above the threshold level held by the NEOs. Additionally, to enforce our stock ownership policies, we limit the ability of an executive officer to sell equity until he or she is in compliance with the guidelines. An executive who has not yet met, or who falls below, the stock ownership guidelines, is required to hold 50% of the shares received from the exercise of stock options or the vesting of restricted stock units or performance share units until the ownership guidelines have been satisfied. As indicated inThe following table shows the following table,status as of December 31, 2015,2017 of each of the NEOs had met these guidelines.NEO Jonas Prising 6 6,600,000 94,011 188,168 Guideline Met Michael J. Van Handel 4 2,640,000 37,604 100,743 Guideline Met Darryl Green 4 3,200,000 45,584 67,074 Guideline Met Ram Chandrashekar 3 1,710,000 24,359 29,511 Guideline Met Mara E. Swan 3 1,680,000 23,931 60,711 Guideline Met Jeffrey A. Joerres 5 5,000,000 71,221 (2 ) (2) _______(1) Under the policy, NEOs have five years from January 1, 2014 to attain the targeted ownership levels.(2) Mr. Joerres remained in compliance with the stock ownership guidelines through his retirement date of December 30, 2015.56
guidelines:
NEO | Target as a multiple of salary | Target value($) | Target number of shares(#) | Number of shares held as of December 31, 2017(#) | Status as of December 31, 2017(1) | ||||||||||||||||||||
Jonas Prising | 6 | 6,600,000 | 94,011 | 270,710 | Guideline Met | ||||||||||||||||||||
John T. McGinnis(2) | 4 | 2,400,000 | 32,994 | 38,924 | Guideline Met | ||||||||||||||||||||
Darryl Green | 4 | 3,200,000 | 45,584 | 66,469 | Guideline Met | ||||||||||||||||||||
Ram Chandrashekar | 3 | 1,710,000 | 24,359 | 42,193 | Guideline Met | ||||||||||||||||||||
Mara E. Swan | 3 | 1,680,000 | 23,931 | 54,569 | Guideline Met |
(1) | The target values were set as of May 1, 2014 for all NEOs except Mr. McGinnis. Under the policy, NEOs have five years from January 1, 2014 to attain the targeted ownership levels or five years from date of hire for NEOs that become NEOs after January 1, 2014. |
(2) | The target values for Mr. McGinnis are based on his base salary and stock price on his date of hire. |
The Committee maintains a compensation recoupment ("clawback"(“clawback”) policy that is applicable to the members of the Company’s senior management. Under the policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, the Committee may require the employee to forfeit any outstanding awards, including cash incentives or equity awards that were received as a result of the misconduct.
ManpowerGroup has adopted a policy prohibiting designated individuals, including the NEOs, from engaging in short-selling of ManpowerGroup securities and buying and selling puts and calls on ManpowerGroup securities without advance approval. We also do not permit these designated individuals to pledge ManpowerGroup securities. To date, no designated individual has requested approval to engage in such transactions.
In connection with Mr. Chandrashekar’s role as Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East, Mr. Chandrashekar receives tax equalization payments related to any compensation earned for the time required to be spent in the United States as part of his role. He also receives certain other benefits, including a car and return visit expenses.Part of ManpowerGroup’s executive development strategy includes providing its executives the opportunity to acquire management experience outside of their home country. To facilitate this strategy and to induce the executives to make such a change, ManpowerGroup provides expatriate benefits to its executives who are assigned outside of their home country, which eliminate any tax disadvantages caused by relocation and compensate them for the disruption it causes to them and to their families.2018 Proxy Statement| 48
Compensation Discussion and Analysis |
We also calculate realizable pay for Mr. Prising. This is a measure of the value of compensation granted or awarded during the reporting year. It shows the impact of Company performance and stock price on potential pay values for Mr. Prising, and provides an alternative means to the Summary Compensation Table on page Our realizable pay calculation reflects the significant equity component of Mr. Prising’s total compensation, and illustrates how the value of Mr. Prising’s The table below shows realizable pay for Mr. Prising in 20156153 to evaluate the alignment between pay and performance. In particular, our calculation of realizable pay does not value equity awards using the accounting grant date fair value metric, as required in the Summary Compensation Table under Topic 718. Instead, for realizable pay we measure equity awards at theirperiod-end value, in this case using theyear-end stock price on December 31, 2015,2017 of $84.29.$126.11. 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 2015, meaning the spread between the grant price and the price of the underlying stock at year end.Restricted Stock Units. We use the year-end value of the restricted stock units awarded to Mr. Prising in February 2015.Performance Share Units. We calculate performance share units using the target performance shares granted in 2015 and value these shares using the year-end stock price on December 31, 2015.• Stock Options. We use the “intrinsic value” of the stock options granted to Mr. Prising in February 2017, meaning the spread between the grant price and the price of the underlying stock at year end. • Restricted Stock Units. We use theyear-end value of the restricted stock units awarded to Mr. Prising in February 2017 and value these shares using theyear-end stock price on December 31, 2017. • Performance Share Units. We calculate performance share units using the target performance shares granted in 2017 and value these shares using theyear-end stock price on December 31, 2017. 20152017 compensation is sensitive to movements in our stock price. The Company enjoyed strong operating performance in 20152017 and stock price appreciation with ayear-end price of $84.29$126.11 as of December 31, 2015. However,2017 compared to $88.87 as of January 1, 2017. In addition, the December 31, 2017 stock price was greater than the fair market value used to value the equity grants of $96.94 as of February 9, 2017 (the closing stock price on the date of grant). As a result, Mr. Prising’s realizable pay calculated for 2015 was slightly less2017 is substantially greater than histhe total compensation shown in the Summary Compensation Table using SEC reporting57methodology becauseMr. Prising’s total compensation and the intrinsic value of his stock options at the end of the year was less than the fair value of the option at the date of grant as reportedsignificant return enjoyed by our shareholders in the Summary Compensation Table. As we have noted previously, stock market fluctuations can occur without regard to, or in disproportion to, the fundamentals of our business, as was the case in 2014.2017. In 2016 Mr. Prising'sPrising’s realizable pay was substantially less than his reported compensation, for 2014, despite strong operating performance, due to the decline in the Company'sintrinsic value of his stock price in 2014.20152017 as compared to his compensation as reported in the Summary Compensation Table on page 61.
2017 Total Realizable Compensation Base Salary Annual Incentive Total Cash Stock Options Restricted Stock Units Performance share units Total 2017 Compensation as
Reported in the
Summary
Compensation Table $ 1,250,000 $ 1,250,000 2,240,546 2,240,546 3,490,546 3,490,546 1,690,019 1,927,204 1,690,052 2,198,602 5,070,059 6,595,679 11,940,676 14,212,031 49 |ManpowerGroup
2015 Compensation As Reported in the Summary Compensation Table | 2015 Total Realizable Compensation | |||||||
Base Salary | $1,100,000 | $1,100,000 | ||||||
Annual Incentive | 2,300,000 | 2,300,000 | ||||||
Total Cash | 3,400,000 | 3,400,000 | ||||||
Stock Options | 1,128,009 | 381,211 | ||||||
Restricted Stock Units | 1,128,072 | 1,235,354 | ||||||
Performance share units | 3,384,063 | 3,705,894 | ||||||
Total | $9,040,144 | $8,722,459 |
Compensation Discussion and Analysis |
Tax For tax years occurring prior to 2018, Section 162(m) of the Internal Revenue Code generally For tax years beginning after December 31, 2017, tax reform legislation signed into law on December 22, 2017 (“Tax Finally, under Tax Reform, for tax years beginning after December 31, 2017, except to the extent preserved by transition relief, Section 162(m) will disallow a tax deduction for compensation payable to each of our NEOs (the CEO, CFO and the three other most highly compensated NEOs) in excess of $1,000,000 in any tax year. In addition, for any officer that is an NEO of ManpowerGroup whose compensation 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 regardless of whether he or she remains an NEO. Tax Implications for NEOs The Committee generally seeks to structure compensation amounts and arrangements so that they do not result in penalties for the NEOs under the Internal Revenue Code. For example, Section 409A imposes substantial penalties and results in the loss of any tax deferral for nonqualified deferred compensation that does not meet the requirements of that section. The Committee has structured the elements of ManpowerGroup’s compensation program so that they are either not characterized as nonqualified deferred compensation under Section 409A or meet the distribution, timing and other requirements of Section 409A. Without these steps, certain elements of compensation could result in substantial tax liability for the NEOs. Section 280G and related provisions impose substantial excise taxes onso-called “excess parachute payments” payable to certain executives upon a change of control and results in the loss of the compensation deduction for such payments byimplicationsImplications for ManpowerGroupdisallowsdisallowed a tax deduction to public corporations for compensation for any tax year over $1,000,000 for any fiscal year paid to each of the corporation’s CEO and three most highly compensated NEOs (other than the CEO and CFO) in service as of the end of any fiscalsuch tax year. However, Section 162(m) also providesprovided that qualifying performance-based compensation willwould not be subject to the deduction limit if certain requirements arewere met. Where necessary for payments to covered executives made in tax years prior to 2018, the Committee generally seekssought to structure compensation amounts and plans thatto meet the requirements for deductibility under thisthat provision. Specifically, the Committee has takentook steps to qualify the stock option awards, performance share unit awards and certain awards under the Corporate Senior Management Annual Incentive Pool Plan as performance-based compensation for this purpose. However,purpose for tax years prior to 2018. Nevertheless, the Committee mayhad the ability to implement compensation arrangements that dodid not satisfy these requirements for deductibility if it determinesdetermined that such arrangements arewere appropriate under the circumstances. In addition, because of uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, the Committee cannot assure that compensation intended by the Committee to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible.implicationsReform”) repealed the qualifying performance-based compensation exception to the $1,000,000 deduction limitation. Tax Reform provided some transition relief preserving the qualifying performance based compensation exception for certain qualifying performance-based compensation payable pursuant to a legally binding contract in place on November 2, 2017. However, given the uncertain scope of such transition relief under Tax Reform, no assurance can be given that compensation payable to the NEOs in 2018 (for fiscal 2017) pursuant to the Pool Plan or in 2018 or future years for past grants under the 2011 Equity Incentive Plan will satisfy the requirements for the qualifying performance-based compensation exemption from Section 162(m) as extended through transition relief despite the Committee’s original intention to meet the qualifying performance-based compensation requirements with respect to such amounts. Further, the Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with ManpowerGroup’s business needs.582018 Proxy Statement| 50
Report of the Executive Compensation and Human Resources Committee of the Board of Directors |
Report of the Executive Compensation and Human Resources Committee of the Board of Directors
The executive compensation and human resources committee of the board of directors of ManpowerGroup has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Executive Compensationexecutive compensation and Human Resources Committeehuman resources committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
The Executive Compensation and Human Resources Committee
Edward J. Zore, Chair
William Downe
Cari M. Dominguez
Elizabeth P. Sartain
John R. Walter
No member of the executive compensation and human resources committee has ever been an officer or employee of ManpowerGroup or any of our subsidiaries or had any relationships requiring disclosure under Item 404 of RegulationS-K. None of our executive officers has served on the compensation committee or board of directors of any company of which any of our other directors is an executive officer.EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONNo member of the Executive Compensation and Human Resources Committee Interlocks and Insider Participation51 |ManpowerGroup
Compensation Policies and Practices as They Relate to Risk Management |
Members of the Company’s senior management team have considered and discussed the Company’s compensation policies and practices and specifically whether these policies and practices create risks that are reasonably likely to have a material adverse effect on ManpowerGroup. Management has also discussed this issue with the As ManpowerGroup is located in various countries around the world, we have several incentive plans. Our plans use various financial performance growth metrics, generally relating to profitability. As a result, there is no common incentive driving behavior. We also have controls in place that mitigate any impact these plans might have on us as follows:COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENTExecutive Compensationexecutive compensation and Human Resources Committeehuman resources committee and has determined there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on ManpowerGroup.
Based on the above factors, we do not believe our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on ManpowerGroup.
2018 Proxy Statement| 52 |
Compensation Tables |
The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, 2015,2017, December 31, 20142016, and December 31, 2013. Mr. Chandrashekar was not an NEO in 2013, therefore, in accordance with the SEC’s disclosure rules, his compensation for that year is not included in the tables below.2015. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below. Year Jonas Prising(5) 2015 1,100,000 — 4,512,135 1,128,009 2,300,000 — 74,742 9,114,886 CEO 2014 950,000 — 4,480,145 1,120,034 2,015,000 — 55,484 8,620,663 2013 650,000 — 2,550,094 450,002 908,375 — 93,534 4,652,005 Michael J. Van Handel 2015 660,000 — 2,080,037 520,013 920,000 (1,709 ) 74,820 4,253,161 CFO 2014 660,000 — 2,080,100 520,021 1,029,600 20,135 62,010 4,371,866 2013 600,000 — 1,750,020 750,009 1,048,800 (11,260 ) 47,594 4,185,163 Darryl Green 2015 800,000 — 2,800,091 700,008 1,105,000 — 47,429 5,452,528 President & COO 2014 750,000 — 2,800,146 700,032 1,104,953 — 124,179 5,479,310 2013 650,000 — 1,050,054 450,002 650,780 — 224,307 3,025,143 Ram Chandrashekar(6) 2015 568,035 — 1,120,068 280,020 460,108 — 101,760 2,529,991 EVP, Operational Excellence & IT and President, Asia Pacific Middle East 2014 568,035 — 1,620,046 280,023 621,089 — 97,532 3,186,725 Mara E. Swan 2015 560,000 — 960,123 240,014 580,000 — 71,432 2,411,569 2014 560,000 — 1,460,097 240,024 653,632 — 65,284 2,979,037 2013 525,000 — 770,068 330,010 680,348 — 51,187 2,356,613 Jeffrey A. Joerres(7) 2015 911,923 — 4,435,011 — 1,563,750 (10,985 ) 78,289 6,977,988 2014 1,066,667 — 6,400,097 1,600,013 2,236,001 21,302 67,716 11,391,796 2013 1,200,000 — 4,900,077 1,100,002 3,098,400 (10,457 ) 75,149 10,363,171
Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Qualified Compensation ($) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||||||||||||||||||
Jonas Prising | 2017 | 1,250,000 | — | 6,760,111 | 1,690,019 | 2,240,546 | — | 47,197 | 11,987,873 | ||||||||||||||||||||||||||||||||||||
CEO | 2016 | 1,200,000 | — | 6,000,120 | 1,500,010 | 2,238,000 | — | 52,010 | 10,990,140 | ||||||||||||||||||||||||||||||||||||
2015 | 1,100,000 | — | 4,512,135 | 1,128,009 | 2,300,000 | — | 74,742 | 9,114,886 | |||||||||||||||||||||||||||||||||||||
John T. McGinnis(4) | 2017 | 650,000 | — | 1,840,115 | 460,005 | 755,040 | — | 43,798 | 3,748,958 | ||||||||||||||||||||||||||||||||||||
CFO | 2016 | 519,231 | — | 2,600,125 | 400,016 | 712,680 | — | 309,047 | 4,541,099 | ||||||||||||||||||||||||||||||||||||
Darryl Green | 2017 | 850,000 | — | 3,040,039 | 760,007 | 1,004,360 | — | 53,385 | 5,707,791 | ||||||||||||||||||||||||||||||||||||
President & COO | 2016 | 800,000 | — | 2,800,036 | 700,018 | 990,240 | — | 55,499 | 5,345,793 | ||||||||||||||||||||||||||||||||||||
2015 | 800,000 | — | 2,800,091 | 700,008 | 1,105,000 | — | 47,429 | 5,452,528 | |||||||||||||||||||||||||||||||||||||
Ram Chandrashekar(5) | 2017 | 627,849 | — | 1,520,019 | 380,016 | 653,967 | — | 175,269 | 3,357,120 | ||||||||||||||||||||||||||||||||||||
EVP, Operational Excellence & IT and President, Asia Pacific Middle East | | 2016 2015 | | 568,035 568,035 | | — — | | 1,620,086 1,120,068 | | 280,007 280,020 | | 370,188 460,108 | | — — | | 294,960 101,760 | | 3,133,276 2,529,991 | |||||||||||||||||||||||||||
Mara E. Swan | 2017 | 610,000 | — | 1,080,106 | 270,022 | 546,682 | — | 61,507 | 2,568,317 | ||||||||||||||||||||||||||||||||||||
EVP, Global Strategy & Talent | | 2016 2015 | | 560,000 560,000 | | — — | | 960,145 960,123 | | 240,017 240,014 | | 522,648 580,000 | | — — | | 83,271 71,432 | | 2,366,081 2,411,569 |
(1) | The value of stock awards in this table for all years includes the grant date fair value (calculated at the target level) for performance share units and restricted stock units (including career shares) as computed in accordance with Financial Accounting Standards Board |
The grant date fair value of the 2017 performance share unit awards at the outstanding level for each executive officer was: |
Name | 2017 | ||||
Jonas Prising | $ | 10,140,117 | |||
John T. McGinnis | 2,760,076 | ||||
Darryl Green | 4,560,058 | ||||
Ram Chandrashekar | 2,280,029 | ||||
Mara E. Swan | 1,620,061 |
(2) | The value of options in this table represents the grant date fair value of the stock options as computed in accordance with FASB ASC Topic 718. |
(3) |
These amounts are described in further detail in the All Other Compensation in |
(4) | As previously disclosed, in 2016 as part of his offer package to join the Company, Mr. McGinnis received a grant of 13,321 career shares with a grant date fair value of $1,000,007. |
(5) |
Mr. Chandrashekar’s annual salary |
53 |ManpowerGroup |
Compensation Tables |
2015Name & Principal Position Jonas Prising 30,288 — — 44,454 74,742 CEO Michael J. Van Handel 36,297 — — 38,523 74,820 CFO Darryl Green 31,944(4) — — 15,485 47,429 President & COO Ram Chandrashekar 91,574(5) — (6) — 10,186 101,760 EVP, Operational Excellence & IT and President, Asia Pacific Middle East Mara E. Swan 34,909 — — 36,523 71,432 EVP, Global Strategy and Talent Jeffrey A. Joerres 31,012 — — 47,277 78,289 Former Executive Chairman
Name & Principal Position | Perquisites & Other Personal Benefits ($)(1) | Tax ($)(2) | Payments/ ($) | Company Contributions to Defined Contribution Plans ($)(3) | Total Other Compensation ($) | |||||||||||||||
Jonas Prising CEO | 14,697 | — | — | 32,500 | 47,197 | |||||||||||||||
John T. McGinnis CFO | 27,692 | — | — | 16,106 | 43,798 | |||||||||||||||
Darryl Green President & COO | 53,385 | (4) | — | — | — | 53,385 | ||||||||||||||
Ram Chandrashekar EVP, Operational Excellence & IT and President, Asia Pacific Middle East | 80,318 | (5) | 81,970 | (6) | — | 12,981 | 175,269 | |||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 29,007 | — | — | 32,500 | 61,507 |
(1) | Except as otherwise indicated, these amounts include the value attributable to each executive’s participation in ManpowerGroup’s company car program, auto insurance, life insurance premiums paid and/or the value of financial services paid for by ManpowerGroup. Any of these items with a value greater than $25,000 are separately disclosed below. |
(2) | Due to the complex nature of calculating these tax reimbursements, in certain cases the amounts are paid to the executive officers one or more years after the income to which they relate was earned by the executive officer. |
(3) | These contributions were made by ManpowerGroup on behalf of the executive officers under the terms of the Nonqualified Savings Plan, other than Mr. Chandrashekar. For Mr. Chandrashekar, the amount represents our contributions to the Central Provident Fund of Singapore (CPF). Further information regarding the Nonqualified Savings Plan can be found in the Nonqualified Deferred Compensation Table and accompanying narrative. |
(4) | $ |
(5) | In addition to the amounts described above in footnote (1), this amount reflects $18,845 for tax preparation services, |
(6) |
2018 Proxy Statement| 54 |
Compensation Tables |
2015 Name & Principal Position Jonas Prising 2/10/2015 412,500 1,650,000 3,300,000 — — — — — — — CEO 2/10/2015 — — — 21,983 43,966 87,932 — — — 3,384,063 2/10/2015 — — — — — — 14,656 — — 1,128,072 2/10/2015 — — — — — — — 52,078 76.97 1,128,009 Michael J. Van Handel 2/10/2015 165,000 660,000 1,320,000 — — — — — — — CFO 2/10/2015 — — — 10,134 20,268 40,536 — — — 1,560,028 2/10/2015 — — — — — — 6,756 — — 520,009 2/10/2015 — — — — — — — 24,008 76.97 520,013 Darryl Green 2/10/2015 200,000 800,000 1,600,000 — — — — — — — 2/10/2015 — — — 13,642 27,284 54,568 — — — 2,100,049 2/10/2015 — — — — — — 9,095 — — 700,042 2/10/2015 — — — — — — — 32,318 76.97 700,008 Ram Chandrashekar 2/10/2015 142,008 426,026 852,052 — — — — — — — EVP, Operational Excellence & IT and President Asia Pacific Middle East 2/10/2015 — — — 5,457 10,914 21,828 — — — 840,051 2/10/2015 — — — — — — 3,638 — — 280,017 2/10/2015 — — — — — — — 12,928 76.97 280,020 Mara E. Swan 2/10/2015 140,000 420,000 840,000 — — — — — — — EVP, Global Strategy and Talent 2/10/2015 — — — 4,678 9,355 18,710 — — — 720,054 2/10/2015 — — — — — — 3,119 — — 240,069 2/10/2015 — — — — — — — 11,081 76.97 240,014 Jeffrey A. Joerres 2/10/2015 225,000 1,125,000 2,250,000 — — — — — — — 2/10/2015 — — — 20,167 40,334 80,668 — — — 3,104,508 2/10/2015 — — — — — — 17,286 — — 1,330,503
Estimated Future Payouts UnderNon-Equity Incentive | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||||||||||||||||||||||
Name & Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||
Jonas Prising CEO | 2/9/2017 | 468,750 | 1,875,000 | 3,750,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | 26,151 | 52,301 | 104,602 | — | — | — | 5,070,059 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | 17,434 | — | — | 1,690,052 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | — | 66,068 | 96.94 | 1,690,019 | ||||||||||||||||||||||||||||||||||
John T. McGinnis CFO | 2/9/2017 | 162,500 | 650,000 | 1,300,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | 7,118 | 14,236 | 28,472 | — | — | — | 1,380,038 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | 4,746 | — | — | 460,077 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | — | 17,983 | 96.94 | 460,005 | ||||||||||||||||||||||||||||||||||
Darryl Green President & COO | 2/9/2017 | 212,500 | 850,000 | 1,700,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | 11,760 | 23,520 | 47,040 | — | — | — | 2,280,029 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | 7,840 | — | — | 760,010 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | — | 29,711 | 96.94 | 760,007 | ||||||||||||||||||||||||||||||||||
Ram Chandrashekar EVP, Operational Excellence & IT and President Asia Pacific Middle East | 2/9/2017 | 156,962 | 470,887 | 941,774 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | 5,880 | 11,760 | 23,520 | — | — | — | 1,140,014 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | 3,920 | — | — | 380,005 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | — | 14,856 | 96.94 | 380,016 | ||||||||||||||||||||||||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 2/9/2017 | 152,500 | 457,500 | 915,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | 4,178 | 8,356 | 16,712 | — | — | — | 810,031 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | 2,786 | — | — | 270,075 | ||||||||||||||||||||||||||||||||||
2/9/2017 | — | — | — | — | — | — | — | 10,556 | 96.94 | 270,022 |
(1) | These amounts represent the threshold, target, and maximum annual cash incentive awards for the NEOs using the scorecard approach the Committee used in exercising negative discretion under the Pool Plan. Prior to any exercise of negative discretion, the maximum amount payable to the NEOs under the Pool Plan is the lesser of a shareholder approved maximum of $5.0 million or a percentage of the award pool, which varies by executive officer. See page |
(2) | These amounts represent the number of performance share units that could be earned related to the performance share units granted in |
(3) | Amounts represent the number of restricted stock units granted in |
(4) | These amounts represent the number of shares underlying stock options that were granted in |
(5) | The grant date fair value of stock and option awards granted in |
Mr. Prising, Mr. McGinnis, Mr. Green, Mr. Chandrashekar and Ms. Swan currently receive an annual incentive bonus determined pursuant to an incentive arrangement with ManpowerGroup and all have entered into severance agreements with ManpowerGroup. The annual incentive bonus arrangements are described in further detail in the Compensation Discussion and Analysis included in this proxy statement and the severance agreements for each executive officer are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table. In connection with his assignment in Singapore as Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East, Mr. Chandrashekar also receives certain benefits. These include a car, return visit expenses to India for his family, a visit to the United States for his family and tax equalization payments related to any compensation earned by him for the time required to be spent in the United States as part of his role.In February 2014, ManpowerGroup entered into a compensation agreement and severance agreement with Mr. Van Handel that replaced his prior agreements, which expired in February 2014. The term under his compensation and severance agreements will expire on the first to occur of (1) the date two years after the occurrence of a change of control of ManpowerGroup or (2) February 20, 2017, if no such change of control occurs before February 20, 2017. Under the compensation agreement for Mr. Van Handel, he is entitled to receive a base salary of $660,000, as may be increased from time to time by ManpowerGroup and is entitled to receive incentive compensation in accordance with an annual incentive plan approved and administered by the Committee. In addition, Mr. Van Handel is eligible for all benefits generally available to the senior executives of ManpowerGroup, subject to and on a basis consistent with the terms, conditions and overall administration of such benefits.In February 2014, ManpowerGroup entered into a compensation agreement and severance agreement with Mr. Joerres that replaced his prior agreements. Mr. Joerres’s compensation agreement was further amended on May 1, 2014 and again on February 10, 2015 to reflect decreases in his base salary. The term under the agreements for Mr. Joerres was the same expiration as Mr. Van Handel's agreements. Under the compensation agreement for Mr. Joerres, as amended February 10, 2015, he was entitled to receive a base salary of $900,000 and to receive incentive compensation in accordance with an annual incentive plan approved and administered by the Committee. In addition, Mr. Joerres was eligible for all benefits generally available to the senior executives of ManpowerGroup, subject to and on a basis consistent with the terms, conditions and overall administration of such benefits.The severance agreements with Mr. Van Handel and Mr. Joerres are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table. The annual incentive plan for each of them is described in further detail in the Compensation Discussion and Analysis included in this proxy statement.The compensation agreements for Mr. Van Handel and Mr. Joerres also contain nondisclosure provisions that are effective during the term of the executive's employment with ManpowerGroup and during the two-year period following the termination of executive's employment with ManpowerGroup, and nonsolicitation provisions that are effective during the term of the executive's employment with ManpowerGroup and during the one-year period following the termination of the executive's employment with ManpowerGroup.55 |ManpowerGroup
Compensation Tables |
The following tables illustrate the achievement of the performance targets in relation to the payment of the For For 2017, the Committee’s calculation of EPS for Mr. Prising and the other NEOs continued to exclude the changes in The ROIC calculation in 2017 continued to exclude the impact of currency, which resulted in ROIC of 16.4%. Similar to EPS, for 2017 the Committee further adjusted ROIC results downward by 2.2% to exclude theone-time benefit from tax reform and also adjusted ROIC upward by 0.2% to exclude restructuring costs, net of the savings related to these charges. These adjustments resulted in the Committee utilizing an ROIC figure of 14.4% in calculating annual incentive compensation for 2017. This compared to ROIC goals of 13.0% at threshold, 14.3% at target and 16.0% at outstanding. Jonas Prising — Performance Level Percentage of 2017 Salary Amount Earned EPS Goal ROIC Goal Operating Objectives Total Incentive John T. McGinnis — Performance Level Percentage of 2017 Salary Amount Earned EPS Goal ROIC Goal Operating Objectives Total Incentive Darryl Green — Performance Level Percentage of 2017 Salary Amount Earned EPS Goal ROIC Goal Operating Objectives Total Incentive20152017 Annual Incentive Awards20152017 Annual Incentive Awards. The awards are reflected in the Summary Compensation Table on page 6153 under the heading “Non-Equity“Non-Equity Incentive Plan Compensation.”2015,2017, ManpowerGroup’s EPS, in constant currencyas reported, was $6.21 (compared to $5.30 at threshold, $5.85 at target and $6.85 at outstanding)$8.04 and ROIC was 16.6%.constantforeign currency was 15.7% (compared to 13.5% at threshold, 15.0% at target and 17.0% at outstanding).For 2015,exchange rates, which resulted in an EPS of $7.94, as well as the Committee exercised negative discretion, and utilized a lower EPS figureimpact of $6.08, rather than $6.21, in calculating annual incentive compensation. This adjustment excluded fromshare repurchase activity during the EPS calculation the benefit of significant share repurchases the company completed in 2015, exceptyear (except to the extent necessary to offset dilution resulting from shares issued under equity plans.20152017 Annual Incentive Calculation EPS Goal Above Target 73.8 % $ 811,800 ROIC Goal Above Target 81.0 % $ 891,000 Operating Objectives Above Target 54.3 % $ 597,200 Total Incentive 209.1 % $ 2,300,000 Michael J. Van Handel Above Target 65.7 % $ 821,428 Above Target 63.5 % $ 794,118 Above Target 50.0 % $ 625,000 179.2 % $ 2,240,546 20152017 Annual Incentive Calculation EPS Goal Above Target 49.2 % $ 324,720 ROIC Goal Above Target 54.0 % $ 356,400 Operating Objectives Above Target 36.2 % $ 238,880 Total Incentive 139.4 % $ 920,000 Above Target 43.8 % $ 284,765 Above Target 42.4 % $ 275,275 Above Target 30.0 % $ 195,000 116.2 % $ 755,040 20152017 Annual Incentive Calculation Above Target 43.8 % $ 372,385 Above Target 42.4 % $ 359,975 Above Target 32.0 % $ 272,000 118.2 % $ 1,004,360 2018 Proxy Statement| 56
Performance Level | Percentage of 2015 Salary | Amount Earned | |||||||
EPS Goal | Above Target | 49.2 | % | $ | 393,600 | ||||
ROIC Goal | Above Target | 54.0 | % | $ | 432,000 | ||||
Operating Objectives | Above Target | 34.9 | % | $ | 279,400 | ||||
Total Incentive | 138.1 | % | $ | 1,105,000 |
Compensation Tables |
Ram Chandrashekar — 20152017 Annual Incentive Calculation(1)
Performance Level | Percentage of 2015 Salary | Amount Earned | |||||||
AOUP of APME Goal | Above Threshold | 13.7 | % | $ | 77,537 | ||||
EPS Goal | Above Target | 18.4 | % | $ | 104,802 | ||||
ROIC Goal | Above Target | 20.3 | % | $ | 115,027 | ||||
Operating Objectives | Above Target | 28.4 | % | $ | 162,742 | ||||
Total Incentive | 80.8 | % | $ | 460,108 |
Performance Level | Percentage of 2017 Salary | Amount Earned | ||||||||||
AOUP of APME Goal | Above Target | 51.9 | % | $ | 325,539 | |||||||
EPS Goal | Above Target | 16.4 | % | $ | 103,155 | |||||||
ROIC Goal | Above Target | 15.9 | % | $ | 99,702 | |||||||
Operating Objectives | Above Target | 20.0 | % | $ | 125,571 | |||||||
Total Incentive | 104.2 | % | $ | 653,967 |
(1) | Mr. Chandrashekar’s incentive is paid in SGD and has been translated above at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr. Chandrashekar was promoted to Executive Vice President, Operational Excellence & IT and President, Asia Pacific Middle East. |
Mara E. Swan — 20152017 Annual Incentive Calculation
Performance Level | Percentage of 2017 Salary | Amount Earned | ||||||||||
EPS Goal | Above Target | 32.9 | % | $ | 200,446 | |||||||
ROIC Goal | Above Target | 31.8 | % | $ | 193,736 | |||||||
Operating Objectives | Above Target | 25.0 | % | $ | 152,500 | |||||||
Total Incentive | 89.7 | % | $ | 546,682 |
57 |ManpowerGroup |
Performance Level | Percentage of 2015 Salary | Amount Earned | |||||||
EPS Goal | Above Target | 36.9 | % | $ | 206,640 | ||||
ROIC Goal | Above Target | 40.5 | % | $ | 226,800 | ||||
Operating Objectives | Above Target | 26.2 | % | $ | 146,560 | ||||
Total Incentive | 103.6 | % | $ | 580,000 |
Compensation Tables |
As Mr. Joerres retired on December 30, 2015, under the terms of the Pool Plan, he would not have been eligible to receive any annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015, based on actual performance results for the objectives first approved for him in February 2015 as follows:
Performance Level | Percentage of 2015 Salary | Amount Earned | |||||||
EPS Goal | Above Target | 61.5 | % | $ | 553,500 | ||||
ROIC Goal | Above Target | 67.5 | % | $ | 607,500 | ||||
Operating Objectives | Above Target | 44.8 | % | $ | 402,750 | ||||
Total Incentive | 173.8 | % | $ | 1,563,750 |
Stock options. ManpowerGroup made grants of stock options to all of the executive officers under the 2011 Equity Incentive Plan in February 2015, except Mr. Joerres who did not receive stock options in 2015.2017. The stock options granted in 20152017 vest 25% per year over a four-year period and if they are not exercised, they expire in ten years (or earlier following a termination of employment). Additional vesting terms applicable to these options are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table.
Performance share units
. ManpowerGroup made grants of performance share units to all of the executive officers under the 2011 Equity Incentive Plan in February ofNo dividends are paid on the performance share units unless and until actual shares are issued to the executive officer upon the vesting of the performance share units and in such case, dividends would be paid only for record dates occurring after the issuance date. Additional vesting terms applicable to these grants are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table.
Restricted stock units.
The restricted stock units granted to the executive officers under the 2011 Equity Incentive Plan in FebruaryCareer shares
2018 Proxy Statement| 58 |
Compensation Tables |
20152017 Option Awards Stock Awards Jonas Prising 30,000 — — $56.64 2/20/2018 — — — — CEO 22,000 — — $53.01 2/18/2020 — — — — 9,934 — — $67.12 2/16/2021 — — — — 12,609 4,203 (4) — $44.81 2/15/2022 — — — — 12,441 12,442 (5) — $52.55 2/13/2023 — — — — 3,920 11,761 (6) — $76.13 2/11/2024 — — — — 6,627 19,883 (7) — $82.24 5/1/2024 — — — — — 52,078 (8) — $76.97 2/10/2025 — — — — — — — — — 16,191 (10) $1,364,739 — — — — — — — 5,972 (9) $503,380 — — — — — — — 29,859 (16) $2,516,815 — — — — — — — 5,423 (11) $457,105 — — — — — — — 9,035 (13) $761,560 — — — — — — — 14,930 (15) $1,258,450 — — — — — — — — — 31,526 (17) $2,657,327 — — — — — — — 52,530 (17) $4,427,754 — — — — — — — 87,932 (19) $7,411,788 Michael J. Van Handel 51,000 — — $53.01 2/18/2020 — — — — CFO 24,835 — — $67.12 2/16/2021 — — — — — 9,553 (4) — $44.81 2/15/2022 — — — — — 20,736 (5) — $52.55 2/13/2023 — — — — 5,096 15,289 (6) — $76.13 2/11/2024 — — — — — 24,008 (8) — $76.97 2/10/2025 — — — — — — — — — 9,953 (9) $838,938 — — — — — — — 7,050 (11) $594,245 — — — — — — — 6,883 (15) $580,168 — — — — — — — — — 40,984 (17) $3,454,541 — — — — — — — 40,536 (19) $3,416,779 Darryl Green 20,000 — — $93.24 5/28/2017 — — — — President & COO 18,875 — — $67.12 2/16/2021 — — — — — 4,203 (4) — $44.81 2/15/2022 — — — — 12,441 12,442 (5) — $52.55 2/13/2023 — — — — 3,920 11,761 (6) — $76.13 2/11/2024 — — — — 2,761 8,285 (7) — $82.24 5/1/2024 — — — — — 32,318 (8) — $76.97 2/10/2025 — — — — — — — — — 5,972 (9) $503,380 — — — — — — — 5,423 (11) $457,105 — — — — — — — 3,764 (13) $317,268 — — — — — — — 9,265 (15) $780,947 — — — — — — — — — 31,526 (17) $2,657,327 — — — — — — — 21,888 (17) $1,844,940 — — — — — — — 54,568 (19) $4,599,537 69 Option Awards Stock Awards Ram Chandrashekar 3,045 — — $67.12 2/16/2021 — — — — EVP, Operational Excellence & IT and President, Asia Pacific Middle East — 1,048 (4) — $44.81 2/15/2022 — — — — — 3,318 (5) — $52.55 2/13/2023 — — — — 2,744 8,233 (6) — $76.13 2/11/2024 — — — — — 12,928 (8) — $76.97 2/10/2025 — — — — — — — — — 1,593 (9) $134,274 — — — — — — — 3,796 (11) $319,965 — — — — — — — 6,778 (14) $571,318 — — — — — — — 3,706 (15) $312,379 — — — — — — — 9,436 (18) $795,360 — — — — — — — — — 22,068 (17) $1,860,112 — — — — — — — 21,828 (19) $1,839,882 Mara E. Swan 20,000 — — $53.01 2/18/2020 — — — — EVP, Global Strategy and Talent 7,451 — — $67.12 2/16/2021 — — — — 10,316 3,439 (4) — $44.81 2/15/2022 — — — — 9,124 9,124 (5) — $52.55 2/13/2023 — — — — 2,352 7,057 (6) — $76.13 2/11/2024 — — — — — 11,081 (8) — $76.97 2/10/2025 — — — — — — — — — 16,191 (10) $1,364,739 — — — — — — — 4,380 (9) $369,190 — — — — — — — 3,254 (11) $274,280 — — — — — — — 6,778 (14) $571,318 — — — — — — — 3,177 (15) $267,789 — — — — — — — — — 18,916 (17) $1,594,430 — — — — — — — 18,710 (19) $1,577,066 Jeffrey A. Joerres 115,000 — — $76.30 12/30/2018 — — — — Former Executive Chairman 69,537 — — $67.12 12/30/2018 — — — — 26,745 (20) — — $44.81 12/30/2018 — — — — 30,413 (20) — — $52.55 12/30/2018 — — — — 62,721 (20) — — $76.13 12/30/2018 — — — — — — — — — — — 126,102 (17) $10,629,137 — — — — — — — 800,668 (19) $6,799,506
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name & Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, Rights that Have Not Vested (#)(3) | Equity Market or that Have Not Vested ($)(2) | |||||||||||||||||||||||||||
Jonas Prising CEO | 9,934 | — | — | $ | 67.12 | 2/16/2021 | — | — | — | — | ||||||||||||||||||||||||||
16,812 | — | — | $ | 44.81 | 2/15/2022 | — | — | — | — | |||||||||||||||||||||||||||
24,883 | — | — | $ | 52.55 | 2/13/2023 | — | — | — | — | |||||||||||||||||||||||||||
11,760 | 3,921 | (4) | — | $ | 76.13 | 2/11/2024 | — | — | — | — | ||||||||||||||||||||||||||
19,882 | 6,628 | (6) | — | $ | 82.24 | 5/1/2024 | — | — | — | — | ||||||||||||||||||||||||||
26,039 | 26,039 | (5) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | ||||||||||||||||||||||||||
19,055 | 57,165 | (7) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
— | 66,068 | (8) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 31,024 | (10) | $ | 3,912,437 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 15,513 | (9) | $ | 1,956,344 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 20,761 | (12) | $ | 2,618,170 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 17,717 | (13) | $ | 2,234,291 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 61,552 | (15) | $ | 7,762,323 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 119,890 | (16) | $ | 15,119,327 | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 104,602 | (17) | $ | 13,191,358 | ||||||||||||||||||||||||||
John T. McGinnis CFO | 5,081 | 15,245 | (7) | — | $ | 75.07 | 2/16/2026 | �� | — | — | — | |||||||||||||||||||||||||
— | 17,983 | (8) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 5,536 | (12) | $ | 698,145 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 4,823 | (13) | $ | 608,229 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 13,840 | (14) | $ | 1,745,362 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 31,972 | (16) | $ | 4,031,989 | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 28,472 | (17) | $ | 3,590,604 | ||||||||||||||||||||||||||
Darryl Green President & COO | — | 3,921 | (4) | — | $ | 76.13 | 2/11/2024 | — | — | — | — | |||||||||||||||||||||||||
5,316 | 2,762 | (6) | — | $ | 82.24 | 5/1/2024 | — | — | — | — | ||||||||||||||||||||||||||
— | 16,159 | (5) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | ||||||||||||||||||||||||||
— | 26,678 | (7) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
— | 29,711 | (8) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 9,198 | (9) | $ | 1,159,960 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 9,256 | (12) | $ | 1,167,274 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 7,612 | (13) | $ | 959,949 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 38,198 | (15) | $ | 4,817,150 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 55,948 | (16) | $ | 7,055,602 | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 47,040 | (17) | $ | 5,932,214 |
59 |ManpowerGroup |
Compensation Tables |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name & Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, Rights that Have Not Vested (#)(3) | Equity Market or that Have Not Vested ($)(2) | |||||||||||||||||||||||||||
Ram ChandrashekarEVP, Operational Excellence & IT and President, Asia Pacific Middle East | — | 2,745 | (4) | — | $ | 76.13 | 2/11/2024 | — | — | — | — | |||||||||||||||||||||||||
— | 6,464 | (5) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | ||||||||||||||||||||||||||
— | 10,671 | (7) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
— | 14,856 | (8) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 7,042 | (11) | $ | 888,067 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 3,850 | (9) | $ | 485,524 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 3,875 | (12) | $ | 488,676 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 3,983 | (13) | $ | 502,296 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 6,920 | (14) | $ | 872,681 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 15,280 | (15) | $ | 1,926,961 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 22,380 | (16) | $ | 2,822,342 | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 23,520 | (17) | $ | 2,966,107 | ||||||||||||||||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 7,056 | 2,353 | (4) | — | $ | 76.13 | 2/11/2024 | — | — | — | — | |||||||||||||||||||||||||
5,540 | 5,541 | (5) | — | $ | 76.97 | 2/10/2025 | — | — | — | — | ||||||||||||||||||||||||||
3,049 | 9,147 | (7) | — | $ | 75.07 | 2/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
— | 10,556 | (8) | — | $ | 96.94 | 2/9/2027 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 7,042 | (11) | $ | 888,067 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 3,301 | (9) | $ | 416,289 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 3,322 | (12) | $ | 418,937 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 2,831 | (13) | $ | 357,017 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 13,097 | (15) | $ | 1,651,663 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 19,184 | (16) | $ | 2,419,294 | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 16,712 | (17) | $ | 2,107,550 |
(1) | Represents outstanding grants of restricted stock, restricted stock units, career shares or earned but unvested performance share units. |
(2) | Value based on the closing price of |
(3) | Represents outstanding grants of performance share units, measured at target levels, except as otherwise provided herein. |
(4) | The remaining unvested options vested on February |
(5) | 50% of the remaining unvested options vested on February |
(6) | The remaining unvested options are scheduled to vest on May 1, 2018. |
33% of the remaining unvested options vested on February |
(8) | 25% of the unvested options vested on February |
(9) | These restricted stock units vested on February |
(10) | These career shares vested on February |
(11) |
(12) | Restricted stock units scheduled to vest on February |
(13) | Restricted stock units scheduled to vest on |
(14) | Career shares scheduled to vest on February |
(15) |
(16) | Performance shares, reported at the outstanding level, scheduled to vest |
(17) | Performance shares, reported at the outstanding level, scheduled to vest in February |
Compensation Tables |
20152017 Option Awards Stock Awards Name & Principal Position Jonas Prising 44,000 798,224 15,140 1,253,729 CEO Michael J. Van Handel 105,287 3,267,248 28,353 2,331,348 CFO Darryl Green 59,609 1,789,118 15,140 1,253,729 President & COO Ram Chandrashekar 13,960 458,004 6,099 494,125 EVP, Operational Excellence & IT and President, Asia Pacific Middle East Mara E. Swan 30,000 760,973 11,540 953,302 EVP, Global Strategy and Talent Jeffrey A. Joerres (2) 445,157 16,976,071 145,320 12,167,570 Former Executive Chairman
Option Awards | Stock Awards | |||||||||||||||
Name & Principal Position | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | ||||||||||||
Jonas Prising CEO | 52,000 | 2,186,032 | 93,793 | 9,106,753 | ||||||||||||
John T. McGinnis CFO | — | — | — | — | ||||||||||||
Darryl Green President & COO | 107,740 | 3,275,374 | 60,797 | 5,908,205 | ||||||||||||
Ram Chandrashekar EVP, Operational Excellence & IT and President, Asia Pacific Middle East | 19,912 | 620,113 | 24,624 | 2,381,074 | ||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | 39,454 | 2,126,923 | 21,107 | 2,040,989 |
(1) | Includes vesting of RSUs and PSUs as follows: |
Name | Number of RSUs | Number of PSUs | |||
Jonas Prising | 5,149 | 9,991 | |||
Michael J. Van Handel | 11,702 | 16,651 | |||
Darryl Green | 5,149 | 9,991 | |||
Ram Chandrashekar | 3,435 | 2,664 | |||
Mara E. Swan | 4,213 | 7,327 | |||
Jeffrey A. Joerres | 98,697 | 46,623 |
Name | Number of RSUs | Number of PSUs | ||||||
Jonas Prising | 14,781 | 79,012 | ||||||
John T. McGinnis | — | — | ||||||
Darryl Green | 10,588 | 50,209 | ||||||
Ram Chandrashekar | 3,880 | 20,744 | ||||||
Mara E. Swan | 3,326 | 17,781 |
61 |ManpowerGroup |
Name & Principal Position | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | ||||
Jonas Prising | N/A | — | — | — | ||||
CEO | ||||||||
Michael J. Van Handel | U.S. Pension Plans | 11 | 123,156 | — | ||||
CFO | ||||||||
Darryl Green | N/A | — | — | — | ||||
President & COO | ||||||||
Ram Chandrashekar | N/A | — | — | — | ||||
EVP, Operational Excellence & IT and President, Asia Pacific Middle East | ||||||||
Mara E. Swan | N/A | — | — | — | ||||
EVP, Global Strategy and Talent | ||||||||
Jeffrey A. Joerres | U.S. Pension Plans | 7 | 102,989 | — | ||||
Former Executive Chairman |
Compensation Tables |
U.S. pension plans. ManpowerGroup maintains both a qualified, noncontributory defined benefit pension plan for U.S. employees, as well as a nonqualified, noncontributory, defined benefit deferred compensation plan for management and other highly compensated employees in the U.S. who are ineligible to participate in the qualified plan. Together, both plans are referred to collectively as the “U.S. pension plans.” The U.S. pension plans were frozen as of February 29, 2000 and all benefits under the U.S. pension plans became fully vested. Mr. Joerres and Mr. Van Handel are each entitled to pension benefits under the U.S. pension plans.
Name & Principal Position | Plan | Executive Contributions in 2015 ($)(1) | Registrant Contributions in 2015 ($) | Aggregate Earnings in 2015 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2015 ($)(2) | ||||||||||
Jonas Prising | NQSP | 50,000 | 44,454 | 5,450 | — | 1,757,290 | ||||||||||
CEO | ||||||||||||||||
Michael J. Van Handel | NQSP | 50,000 | 38,523 | 63,410 | — | 2,662,357 | ||||||||||
CFO | PBDC | — | — | 21,076 | — | 685,531 | ||||||||||
Darryl Green | NQSP | — | 15,485 | (661 | ) | — | 20,480 | |||||||||
President & COO | ||||||||||||||||
Ram Chandrashekar | NQSP | — | — | — | — | — | ||||||||||
EVP, Operational Excellence & IT and President, Asia Pacific Middle East | ||||||||||||||||
Mara E. Swan | NQSP | 50,000 | 36,523 | (12,796 | ) | — | 910,397 | |||||||||
EVP, Global Strategy and Talent | ||||||||||||||||
Jeffrey A. Joerres | NQSP | 50,000 | 47,277 | 35,098 | — | 5,780,877 | ||||||||||
Former Executive Chairman | PBDC(3) | — | — | 40,215 | — | 1,308,022 | ||||||||||
Equity Plan(4) | — | 9,627,955 | (37,017 | ) | — | 9,590,938 |
Name & Principal Position | Plan | Executive Contributions in 2017 ($)(1) | Registrant Contributions in 2017 ($) | Aggregate Earnings in 2017 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2017 ($)(2) | ||||||||||||||||||||||||
Jonas Prising CEO | NQSP | 50,000 | 32,500 | 379,481 | — | 2,494,179 | ||||||||||||||||||||||||
John T. McGinnis CFO | NQSP | 32,212 | 16,106 | 3,966 | — | 52,284 | ||||||||||||||||||||||||
Darryl Green President & COO | NQSP | — | — | 3,746 | — | 25,781 | ||||||||||||||||||||||||
Ram Chandrashekar EVP, Operational Excellence & IT and President, Asia Pacific Middle East | NQSP | — | — | — | — | — | ||||||||||||||||||||||||
Mara E. Swan EVP, Global Strategy and Talent | NQSP | 50,000 | 32,500 | 255,438 | — | 1,459,546 |
(1) | These amounts reflect contributions made by the executive officers from their |
(2) | Of the amounts disclosed in this column for the Nonqualified Savings Plan, the following amounts were previously reported in the Summary Compensation Table in either |
Nonqualified Savings Plan
. Pursuant to the Nonqualified Savings Plan (the “NQSP Plan”), certain executives, including the NEOs, may defer a portion of their salary and incentive awards.2018 Proxy Statement| 62 |
Compensation Tables |
The investment alternatives available to the executive officers under the Nonqualified Savings Plan are selected by ManpowerGroup and may be changed from time to time. The executive officers are permitted to change their investment elections at any time on a prospective basis. The table below shows the funds available under the plan and their annual rate of return for the calendar year ended December 31, 2015.
Name of Fund | Annual Return | |||||
Mainstay Epoch US All Cap IS | 22.73 | % | ||||
Vanguard Total Stock Market Index Investor Share Fund | 21.17 | % | ||||
Dodge & Cox International Stock | 23.94 | % | ||||
Vanguard Total International Stock AD | 27.55 | % | ||||
T. Rowe Price Institutional Global Focused Growth Equity | 34.62 | % | ||||
Fidelity Freedom 2005 Fund | 10.45 | % | ||||
Fidelity Freedom 2010 Fund | 12.52 | % | ||||
Fidelity Freedom 2015 Fund | 14.30 | % | ||||
Fidelity Freedom 2020 Fund | 15.71 | % | ||||
Fidelity Freedom 2025 Fund | 16.87 | % | ||||
Fidelity Freedom 2030 Fund | 19.86 | % | ||||
Fidelity Freedom 2035 Fund | 22.01 | % | ||||
Fidelity Freedom 2040 Fund | 22.38 | % | ||||
Fidelity Freedom 2045 Fund | 22.36 | % | ||||
Fidelity Freedom 2050 Fund | 22.33 | % | ||||
Fidelity Freedom 2055 Fund | 22.37 | % | ||||
Fidelity Freedom 2060 Fund | 22.21 | % | ||||
Fidelity Freedom Income Fund | 8.14 | % | ||||
Fidelity Short Term Bond | 1.15 | % | ||||
Vanguard Total Bond Market Index Fund | 3.57 | % | ||||
Prudential Total Return Bond Fund Class Q | 6.71 | % | ||||
Vanguard Federal Money Market | 0.81 | % |
Benefits paid under the Nonqualified Savings Plan will be paid to the executive officers upon their termination of employment, either in a lump sum, or in three, five or ten annual installments, as elected by the executive officers in accordance with the plan rules.
63 |ManpowerGroup |
Compensation Tables |
ManpowerGroup has entered into severance agreements (which include change of control benefits) with each of the NEOs. Each agreement generally has a three-year term, and such term is automatically extended for two years to the extent there is a change of control of ManpowerGroup within thetwo-year period prior to the expiration of the original term of the agreement. In addition to these severance agreements, the NEOs participate in a number of equity grants and benefit plans that contain vesting provisions that are triggered upon a change of control of ManpowerGroup and/or certain terminations of employment. Generally, benefits under these arrangements are triggered upon the involuntary termination of the executive’s employment not for cause or upon a voluntary termination of employment for good reason. Terminations for other reasons (such as retirement, death, disability or a change of control) also trigger enhanced benefits under certain of these arrangements. Severance agreements. In the event an NEO’s termination occurs in thetwo-year period following a change of control of ManpowerGroup or during a “protected period” (generally, thesix-month period prior to a change of control), the severance payment payable to the CEO and CFO is equal to three times the sum of their base salary and annual incentive, while the severance payment to the other NEOs is equal to two times the sum of their base salary and annual incentive. The caps on payments to the CEO and CFO described in the paragraph above do not apply in the event of a change of control. All severance payments under the NEOs’ agreements will generally be paid in a lump sum on the Cause is defined in the severance agreements, and generally includes: performance failures; failure to follow instructions; fraudulent acts; violation of ManpowerGroup policies; acts of moral turpitude which are likely to result in loss of business, reputation or goodwill to ManpowerGroup; chronic absences from work which arenon-health related; crimes related to the NEO’s duties; or willful harmful conduct to ManpowerGroup. Good reason is also defined in each severance agreement. A termination for good reason in the severance agreements for the NEOs is triggered by (i) any material breach by the Company or one of its affiliates of a material obligation to pay or provide benefits or compensation to the executive, (ii) a material diminution in base salary, (iii) a material diminution in the executive’s authority, duties or responsibility, coupled with a material reduction in the executive’s target bonus opportunity, (iv) a material diminution in the executive’s authority, duties or responsibility that is not coupled with a material reduction in the executive’s target bonus opportunity, but that occurs within 2 years after a change of control; or (v) a material reduction in the executive’s target bonus opportunity that is not coupled with a material diminution in the executive’s authority, duties or responsibilities, but that occurs within Under the severance agreements, the NEOs are bound bynon-competition agreements in favor of ManpowerGroup for theone-year period following the termination of their employment for any reason, exceptPerformance-Based Deferred Compensation Plan. Mr. Joerres and Mr. Van Handel have participated in the Senior Management Performance-Based Deferred Compensation Plan, earning deferred compensation upon the achievement of earnings per share and economic profit goals in 2004 and 2005. Though the plan was frozen in February 2006, the executives continued to accrue earnings on such amounts in accordance with the plan. Specifically, the plan allows the Committee to determine the rate of return from time to time. Currently, the rate of return is equal to the effective yield on ten-year Treasury notes plus 100 basis points at the beginning of each year. A detailed discussion regarding the vesting conditions that entitle an executive to benefits under this plan can be found in the narrative accompanying the Post-Termination Benefits and Change of Control Tables below. Participants will receive any vested benefits under this plan upon their termination of employment, payable in cash or shares of ManpowerGroup’s common stock (in ManpowerGroup’s sole discretion), in a lump sum or in such number of annual installments as elected by the participant in accordance with the plan rules. Upon a change of control, the participants receive a distribution of such benefits in a lump sum.Except for the table for the former Executive Chairman, theThe tables following the descriptions of these arrangements illustrate the amount of enhanced benefits the NEOs would receive under all such arrangements if ManpowerGroup terminated their employment on December 31, 20152017 for the reasons specified within the tables. None of the tables illustrate the value of any vested benefits payable to the NEOs upon a termination of employment (i.e., vested equity awards, or vested balances accrued under the Nonqualified Savings Plan or Performance-Based Deferred Compensation Plan), nor does any table other than the table for the former Executive Chairman illustrate the value of any enhanced benefits upon retirement of an NEO who was not eligible for retirement treatment as of December 31, 20152017 with respect to any of their unvested benefits. As of December 31, 2015,2017, only Mr. Van HandelGreen and Ms. Swan were eligible for retirement treatment under certain of their outstanding awards. The tables below assume that in a “change of control,” the acquiring or surviving company would have assumed all unvested equity awards.Executive Chairman’s Retirement. Mr. Joerres served in the capacity of Executive Chairman until his retirement on December 30, 2015. The table for the former Executive Chairman which follows the descriptions of the below arrangements illustrates the benefits he became entitled to receive upon retirement. The table does not illustrate the value of any benefits other than under the Performance-Based Deferred Compensation Plan that may have been payable to him upon retirement but were otherwise vested prior to his retirement (i.e., vested equity awards or vested balances accrued under the Nonqualified Savings Plan). Due to Mr. Joerres's retirement, the description of the treatment of the arrangements below upon a change of control or termination of employment other than retirement does not apply to him following his retirement.7630th30th day following the date of termination. The determination of the amount of the annual incentive used to calculate the severance payment will vary depending on the circumstances surrounding the termination and is further detailed in the footnotes accompanying the illustrative tables below.2two years after a change of control. In addition, under the severance agreements with Mr. Prising, Mr. Van HandelGreen, Mr. McGinnis and Ms. Swan, good reason is triggered by a relocation to a new principal office that is in excess of 50 miles from the NEO’s prior principal office.2018 Proxy Statement| 64
Compensation Tables |
where the termination occurs within thetwo-year period following a change of control or during a protected period and is either involuntary (other than for cause) or is for good reason. The non-competition agreement with Mr. Van Handel does not provide for this exception, such that he is bound for the one-year period following the termination of his employment for any reason.
Under the severance agreements, upon the NEO’s (i) involuntary termination (other than for cause), (ii) voluntary termination for good reason or (iii) termination due to the death or disability of the NEO, the NEOs are entitled to receive a prorated incentive for the year in which termination occurs. In addition, for all NEOs covered by U.S. health insurance, ManpowerGroup has agreed to pay for continued health insurance for the NEOs and their families for a12-month period following an involuntary termination of their employment (other than for cause) or a voluntary termination of their employment for good reason. Furthermore, if such a termination occurs within thetwo-year period following a change of control or during a protected period, then ManpowerGroup has agreed to pay for continued health insurance for the NEOs and their families for an18-month period. Finally, under the severance agreements, following an involuntary termination of the NEO’s employment (other than for cause) or a voluntary termination of the NEO’s employment for good reason, ManpowerGroup will pay for outplacement services for up to one year following the NEO’s termination. This benefit is not included in the agreementsagreement with Mr. Prising and Mr. Van Handel.
Effective as of October 29, 2015,May 2, 2017, the Company entered into a new severance agreement with Mr. ChandrashekarPrising replacing his prior severance agreement that was scheduled to expire November 15, 2015.expired May 1, 2017. This severance agreement replaces his previous severance agreement dated as of February 12, 2012.May 1, 2014. The new severance agreement contains termsis substantially similar to the severance agreement that the Company entered into with Ms. Swan in February 2015. The new severance agreementone it replaced and expires on the first to occur of
Stock options.
As of December 31,Restricted stock units and career shares
. As of December 31,Performance share units
. As of December 31,65 |ManpowerGroup |
Compensation Tables |
period, prorated based on the time elapsed after the agreement date and during the applicable service periods. ForNo proration will apply under the 20142016 and 2015 awards2017 award of performance share units to Mr. Joerres and Mr. Van Handel, upon theira NEO’s termination of employment due to retirement (here, employment termination after age 55 with 10 years of completed service), an involuntary termination of their employment (other than for cause) orif the Committee has approved a voluntary termination of employment for good reason, they are entitled to receivesuccession plan, as recommended by the full number of shares payable under the award at the end of the performance period, based on actual results at the end of the performance period. In addition,CEO, for the outstanding grants of performance shares held by Mr. Joerres and Mr. Van Handel from 2013 any earned performanceNEO or with respect to his position. Performance share units under such awards (where the number earned is based on actual performance results) which are unvested would become fully vested if any of the events mentioned in the prior sentence occur. Mr. Joerres's unvested performance share units from 2013 vested on his retirement on December 30, 2015. For each NEO other than Mr. Joerres and Mr. Van Handel, the shares are forfeited upon an involuntary termination of employment or a voluntary employment termination for good reason prior to the end of the performance period. Cause and good reason under Mr. Joerres's and Mr. Van Handel's performance share unit agreements generally has the same meaning as in their severance agreements.
Generally, upon the death or disability of ana NEO during the performance period, the NEO is entitled to receive the target amount of shares. Upon the death or disability of an NEO after the performance period but before the performance share units have vested, the NEO is entitled to receive the number of shares earned based on the actual results at the end of the performance period.
Nonqualified Savings Plan
. The amount of any unvested benefits under the Nonqualified Savings Plan will become vested upon a participant’s death, disability or retirement. For purposes of this plan, “retirement” means2018 Proxy Statement| 66 |
Compensation Tables |
Jonas Prising, CEO (1) Death($) Disability($) Voluntary($) Severance Payment(3) — — 2,750,000 8,250,000 — — Prorated Incentive(4) 1,650,000 1,650,000 2,032,800 1,650,000 — — Options(5) 697,573 697,573 — 697,573 — — Performance Share Units(6) 8,090,584 8,090,584 — 8,090,584 — — Restricted Stock Units/ Career Shares(7) 6,862,049 6,862,049 1,329,612 6,862,049 — — Health Benefits — — 23,197 35,055 — — Totals 17,300,206 17,300,206 6,135,609 25,585,261 — —
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| For Cause($)
| Voluntary($)
| |||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 3,125,000
|
|
| 9,375,000
|
| —
| —
| ||||||
Prorated Incentive(4)
|
| 1,875,000
|
|
| 1,875,000
|
|
| 1,990,546
|
|
| 1,875,000
|
| —
| —
| ||||||
Options(5)
|
| 6,611,204
|
|
| 6,611,204
|
|
| —
|
|
| 6,611,204
|
| —
| —
| ||||||
Performance Share Units(6)
|
| 19,699,895
|
|
| 19,699,895
|
|
| —
|
|
| 21,917,716
|
| —
| —
| ||||||
Restricted Stock Units/ Career Shares(7)
|
| 10,721,242
|
|
| 10,721,242
|
|
| —
|
|
| 10,721,242
|
| —
| —
| ||||||
Health Benefits
|
| —
|
|
| —
|
|
| 21,006
|
|
| 32,162
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total
|
| 38,907,341
|
|
| 38,907,341
|
|
| 5,136,552
|
|
| 50,532,324
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
|
(1) | On May 2, 2017, ManpowerGroup entered into a new severance agreement with Mr. Prising. His previous agreement expired on May 1, 2017. The term of Mr. Prising’s new severance agreement expires on May |
(2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
(3) | The amount of the severance payment under Mr. Prising’s severance agreement is equal to his annual base salary at the highest rate in effect during the terms of the agreement (here, |
(4) | In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to Mr. Prising under his severance agreement is based on the actual incentive earned for |
(5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
(6) | The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards |
(7) | The value of any unvested restricted stock units and |
67 |ManpowerGroup |
Compensation Tables |
Post-Termination and Change of Control Benefits
John T. McGinnis, CFO (1)
Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2)($) | Retirement ($) | For Cause($) | Voluntary($) | |||||||||||||
Severance Payment(3) | — | — | 1,320,000 | 3,960,000 | — | — | — | ||||||||||||
Prorated Incentive(4) | 660,000 | 660,000 | 813,120 | 660,000 | — | — | — | ||||||||||||
Options(5) | 1,335,810 | 1,335,810 | — | 1,335,810 | 1,335,810 | — | — | ||||||||||||
Performance Share Units(6) | 4,839,165 | 4,839,165 | 8,274,825 | 4,839,165 | 8,274,825 | — | — | ||||||||||||
Restricted Stock Units/ Career Shares(7) | 2,013,351 | 2,013,351 | — | 2,013,351 | 2,013,351 | — | — | ||||||||||||
Health Benefits | — | — | 27,853 | 42,091 | — | — | — | ||||||||||||
Performance-Based Deferred Compensation | 685,531 | 685,531 | — | 685,531 | 685,531 | — | — | ||||||||||||
Pension Benefits | — | — | — | — | 118,422 | ||||||||||||||
Totals | 9,533,857 | 9,533,857 | 10,435,798 | 13,535,948 | 12,427,939 | — | — |
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| For Cause($)
| Voluntary($)
| |||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 1,300,000
|
|
| 3,900,000
|
| —
| —
| ||||||
Prorated Incentive(4)
|
| 650,000
|
|
| 650,000
|
|
| 690,040
|
|
| 650,000
|
| —
| —
| ||||||
Options(5)
|
| 1,302,669
|
|
| 1,302,669
|
|
| —
|
|
| 1,302,699
|
| —
| —
| ||||||
Performance Share Units(6)
|
| 3,811,296
|
|
| 3,811,296
|
|
| —
|
|
| 3,811,296
|
| —
| —
| ||||||
Restricted Stock Units/Career Shares(7)
|
| 3,051,736
|
|
| 3,051,736
|
|
| —
|
|
| 3,051,736
|
| —
| —
| ||||||
Nonqualified Savings Plan
|
| 52,284
|
|
| 52,284
|
|
| —
|
|
| —
|
| ||||||||
Health Benefits
|
| —
|
|
| —
|
|
| 20,899
|
|
| 32,004
|
| —
| —
| ||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total
|
| 8,867,985
|
|
| 8,867,985
|
|
| 2,035,939
|
|
| 12,772,735
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
|
(1) | The term of Mr. |
(2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
(3) | The amount of the severance payment under Mr. |
(4) | In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to |
(5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
(6) | The value of performance share units is illustrated here by measuring the value of the number of shares payable under his outstanding awards |
(7) | The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, |
2018 Proxy Statement| 68 |
Compensation Tables |
Post-Termination and Change of Control Benefits
Darryl Green, President and COO (1)
Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2) ($) | For Cause($) | Voluntary($) | |||||||||||
Severance Payment(3) | — | — | 1,600,000 | 3,200,000 | — | — | ||||||||||
Prorated Incentive(4) | 800,000 | 800,000 | 985,600 | 800,000 | — | — | ||||||||||
Options(5) | 910,365 | 910,365 | — | 910,365 | — | — | ||||||||||
Performance Share Units(6) | 5,393,051 | 5,393,051 | — | 5,393,051 | — | — | ||||||||||
Restricted Stock Units/Career Shares(7) | 2,058,699 | 2,058,699 | — | 2,058,699 | — | — | ||||||||||
Health Benefits | — | — | 24,612 | 37,194 | — | — | ||||||||||
Outplacement | — | — | 25,000 | 25,000 | — | — | ||||||||||
Totals | 9,162,115 | 9,162,115 | 2,635,212 | 12,424,309 | — | — |
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| Retirement($)
| For Cause($)
| Voluntary($)
| ||||||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 1,700,000
|
|
| 3,400,000
|
|
| —
|
| —
| —
| |||||||
Prorated Incentive(4)
|
| 850,000
|
|
| 850,000
|
|
| 902,360
|
|
| 850,000
|
|
| 1,004,360
|
| —
| —
| |||||||
Options(5)
|
| 3,339,509
|
|
| 3,339,509
|
|
| —
|
|
| 3,339,509
|
|
| 3,339,509
|
| —
| —
| |||||||
Performance Share Units(6)
|
| 9,934,694
|
|
| 9,934,694
|
|
| —
|
|
| 11,311,008
|
|
| 17,804,916
|
| —
| —
| |||||||
Restricted Stock Units/Career Shares(7)
|
| 3,287,183
|
|
| 3,287,183
|
|
| —
|
|
| 3,287,183
|
|
| 3,287,183
|
| —
| —
| |||||||
Health Benefits
|
| —
|
|
| —
|
|
| 25,340
|
|
| 38,797
|
|
| —
|
| —
| —
| |||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
|
| —
|
| —
| —
| |||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total
|
| 17,411,386
|
|
| 17,411,386
|
|
| 2,652,700
|
|
| 22,251,497
|
|
| 25,435,968
|
| —
| —
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The term of Mr. Green’s severance agreement expires on |
(2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
(3) | The amount of the severance payment under Mr. Green’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, |
(4) | In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to him under his severance agreement is based on the actual incentive earned for 2017 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive payable to him under his severance agreement is based on the target incentive for the year of termination. In the event of a retirement, the prorated incentive payable to him under the Senior Management Annual Incentive Pool Plan is based on the actual incentive earned for 2017. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2017, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2017 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. |
(5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2017 ($126.11) and the exercise price of each unvested stock option held by Mr. Green on December 31, 2017. |
(6) | The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards (2015, 2016 and 2017 grants) using the closing stock price on December 31, 2017 ($126.11). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance for the 2015 award and assuming the Committee would determine the amount of shares earned relating to the 2016 and 2017 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2015, 2016 and 2017. In the case of retirement, the payout is shown based on the number of shares earned based on actual performance for the 2015 award and assuming actual performance for the 2016 and 2017 awards at the outstanding performance level. Although the performance share units for the 2015 grant vested on December 31, 2017, the values shown in the table above were calculated to illustrate the value of vesting in the event of an applicable termination occurring on December 31, 2017, immediately before vesting, and includes the performance shares that vested on that date so as not to understate the potential value of an acceleration upon the applicable termination of employment. |
(7) | The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2017 ($126.11). |
69 |ManpowerGroup |
Compensation Tables |
Post-Termination and Change of Control Benefits
Ram Chandrashekar, EVP, Operational Excellence and IT and President, Asia Pacific Middle East (1)
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| For Cause($)
| Voluntary($)
| |||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 1,098,736
|
|
| 2,197,472
|
| —
| —
| ||||||
Prorated Incentive(4)
|
| 470,887
|
|
| 470,887
|
|
| 622,575
|
|
| 470,887
|
| —
| —
| ||||||
Options(5)
|
| 1,432,833
|
|
| 1,432,833
|
|
| —
|
|
| 1,432,833
|
| —
| —
| ||||||
Performance Share Units(6)
|
| 4,270,589
|
|
| 4,270,589
|
|
| —
|
|
| 4,821,135
|
| —
| —
| ||||||
Restricted Stock Units/Career Shares(7)
|
| 3,237,244
|
|
| 3,237,244
|
|
| —
|
|
| 3,237,244
|
| —
| —
| ||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total
|
| 9,411,553
|
|
| 9,411,553
|
|
| 1,746,311
|
|
| 12,184,571
|
| —
| —
| ||||||
|
|
|
|
|
|
|
|
|
|
(1) | The term of Mr. Chandrashekar’s severance agreement expires on October 29, 2018. |
(2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
(3) | The amount of the severance payment under Mr. Chandrashekar’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $627,849) and his prorated target annual incentive for the fiscal year in which the termination occurs (here, $470,887). In a double-trigger scenario, the amount of his severance payment is multiplied by two. |
(4) | In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to him under his severance agreement is based on the actual incentive earned for 2017 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, |
(5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
(6) | The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards |
(7) | The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, |
2018 Proxy Statement| 70 |
Compensation Tables |
Post-Termination and Change of Control Benefits
Mara E. Swan, EVP, Operational ExcellenceGlobal Strategy and IT and President, Asia Pacific Middle EastTalent (1)
Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2) ($) | For Cause($) | Voluntary($) | |||||||||||
Severance Payment(3) | — | — | 994,061 | 1,988,122 | — | — | ||||||||||
Prorated Incentive(4) | 426,026 | 426,026 | 382,571 | 426,026 | — | — | ||||||||||
Options(5) | 308,503 | 308,503 | — | 308,503 | — | — | ||||||||||
Performance Share Units(6) | 1,962,271 | 1,962,271 | — | 1,962,271 | — | — | ||||||||||
Restricted Stock Units/Career Shares(7) | 1,337,935 | 1,337,935 | — | 1,337,935 | — | — | ||||||||||
Outplacement | — | — | 25,000 | 25,000 | — | — | ||||||||||
Totals | 4,034,735 | 4,034,735 | 1,401,632 | 6,047,857 | — | — |
Death($)
| Disability($)
| Involuntary Termination or Good Reason – no COC($)
| Double Trigger (COC+ Termination) ($)(2)
| Retirement($)
| For Cause($)
| Voluntary($)
| ||||||||||||||||||
Severance Payment(3)
|
| —
|
|
| —
|
|
| 1,067,500
|
|
| 2,135,000
|
|
| —
|
| —
| —
| |||||||
Prorated Incentive(4)
|
| 457,500
|
|
| 457,500
|
|
| 485,682
|
|
| 457,500
|
|
| 546,682
|
| —
| —
| |||||||
Options(5)
|
| 1,164,669
|
|
| 1,164,669
|
|
| —
|
|
| 1,164,669
|
|
| 1,164,669
|
| —
| —
| |||||||
Performance Share Units(6)
|
| 3,443,181
|
|
| 3,443,181
|
|
| —
|
|
| 3,915,085
|
|
| 6,178,507
|
| —
| —
| |||||||
Restricted Stock Units/Career Shares(7)
|
| 2,080,311
|
|
| 2,080,311
|
|
| —
|
|
| 2,080,311
|
|
| 1,192,244
|
| —
| —
| |||||||
Health Benefits
|
| —
|
|
| —
|
|
| 24,812
|
|
| 38,000
|
|
| —
|
| —
| —
| |||||||
Outplacement
|
| —
|
|
| —
|
|
| 25,000
|
|
| 25,000
|
|
| —
|
| —
| —
| |||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total
|
| 7,145,661
|
|
| 7,145,661
|
|
| 1,602,994
|
|
| 9,815,565
|
|
| 9,082,102
|
| —
| —
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | On |
(2) | The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. |
(3) | The amount of the severance payment under |
(4) | In the case of |
(5) | The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, |
(6) | The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards |
(7) | The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, |
Death($) | Disability($) | Involuntary Termination or Good Reason – no COC($) | Double Trigger (COC + Termination) (2) ($) | Retirement($) | For Cause($) | Voluntary ($) | |||||||||||||
Severance Payment(3) | — | — | 980,000 | 1,960,000 | — | — | — | ||||||||||||
Prorated Incentive(4) | 420,000 | 420,000 | 517,440 | 420,000 | — | — | — | ||||||||||||
Options(5) | 564,066 | 564,066 | — | 564,066 | 564,066 | — | — | ||||||||||||
Performance Share Units(6) | 2,203,332 | 2,203,332 | — | 2,203,332 | 2,206,226 | — | — | ||||||||||||
Restricted Stock Units/Career Shares(7) | 2,847,316 | 2,847,316 | 1,329,612 | 2,847,316 | 911,259 | — | — | ||||||||||||
Health Benefits | — | — | 24,612 | 37,194 | — | — | — | ||||||||||||
Outplacement | — | — | 25,000 | 25,000 | — | — | — | ||||||||||||
Totals | 6,034,714 | 6,034,714 | 2,876,664 | 8,056,908 | 3,681,551 | — | — |
71 |ManpowerGroup |
Compensation | ||
Tables |
Director Compensation for 2017
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | ||||||||||||
Gina R. Boswell | 120,000 | 145,000 | 265,000 | ||||||||||||
Cari M. Dominguez | 100,000 | 148,780 | 248,780 | ||||||||||||
William Downe | — | 295,455 | 295,455 | ||||||||||||
John F. Ferraro | — | 253,590 | 253,590 | ||||||||||||
Patricia Hemingway Hall | 100,000 | 155,079 | 255,079 | ||||||||||||
Julie M. Howard | — | 248,207 | 248,207 | ||||||||||||
Roberto Mendoza | 100,000 | 178,216 | 278,216 | ||||||||||||
Ulice Payne, Jr. | 115,000 | 145,000 | 260,000 | ||||||||||||
Paul Read | 100,000 | 145,115 | 245,115 | ||||||||||||
Elizabeth P. Sartain | 100,000 | 145,000 | 245,000 | ||||||||||||
Michael J. Van Handel(1) | 5,753 | 8,342 | 14,095 | ||||||||||||
John R. Walter | — | 276,383 | 276,383 | ||||||||||||
Edward J. Zore | 123,379 | 146,145 | 269,524 |
(1) | Mr. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3) | Total ($) | ||||||
Marc J. Bolland (1) | 10,356 | 15,534 | 25,890 | ||||||
Gina R. Boswell | 110,000 | 135,000 | 245,000 | ||||||
Cari M. Dominguez | 90,000 | 144,312 | 234,312 | ||||||
William Downe | — | 244,221 | 244,221 | ||||||
John F. Ferraro(2) | — | — | — | ||||||
Patricia Hemingway Hall | 90,000 | 144,312 | 234,312 | ||||||
Roberto Mendoza | 90,000 | 162,251 | 252,251 | ||||||
Ulice Payne, Jr. | 105,000 | 135,000 | 240,000 | ||||||
Paul Read | 90,000 | 135,085 | 225,085 | ||||||
Elizabeth P. Sartain | 90,000 | 139,101 | 229,101 | ||||||
John R. Walter | — | 253,277 | 253,277 | ||||||
Edward J. Zore | 120,000 | 137,819 | 257,819 |
Reflects deferred stock and restricted stock granted under our 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards toNon-Employee Directors under the 2011 Equity Incentive Plan. These amounts reflect the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. The amount reflected in the table was made up of: |
For Ms. Boswell, $145,000 attributable to the annual grant of restricted stock (1,632 shares) in 2017. |
For Ms. Dominguez, $145,000 attributable to the annual grant of restricted stock (1,632 shares) and $3,780 attributable to deferred stock issued in lieu of dividends (33 shares) in 2017. |
For Mr. Downe, $145,000 attributable to the annual grant of deferred stock (1,632 shares), $116,552 attributable to deferred stock granted in lieu of 100% of his annual retainer andpro-rata service as lead director (1,018 shares) and $33,903 attributable to deferred stock issued in lieu of dividends (296 shares) in 2017. |
For Mr. Ferraro, $145,000 attributable to the annual grant of deferred stock (1,632 shares), $100,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (873 shares) and $8,590 attributable to deferred stock issued in lieu of dividends (75 shares) in 2017. |
For Ms. Hemingway Hall, $145,000 attributable to the annual grant of deferred stock (1,632 shares) and $10,079 attributable to deferred stock issued in lieu of dividends (88 shares) in 2017. |
For Ms. Howard, $145,000 attributable to the annual grant of deferred stock (1,632 shares), $100,000 attributable to deferred stock granted in lieu of 100% of her annual retainer (873 shares) and $3,207 attributable to deferred stock issued in lieu of dividends (28 shares) in 2017. |
For Mr. Mendoza, $145,000 attributable to the annual grant of deferred stock (1,632 shares), and $33,216 attributable to deferred stock issued in lieu of dividends (290 shares) in 2017. |
For Mr. Payne, $145,000 attributable to the annual grant of restricted stock (1,632 shares) in 2017. |
For Mr. Read, $145,000 attributable to the annual grant of restricted stock (1,632 shares) and $115 attributable to deferred stock issued in lieu of dividends (1 share) in 2017. |
For Ms. Sartain, $145,000 attributable to the annual grant of restricted stock (1,632 shares) in 2017. |
For Mr. Van Handel, $8,342 attributable to the annual grant of deferred stockpro-rated based on the start date of December 11, 2017 (65 shares). |
For Mr. Walter, $145,000 attributable to the annual grant of deferred stock (1,632 shares), $100,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (873 shares) and $31,383 attributable to deferred stock issued in lieu of dividends (274 shares) in 2017. |
For Mr. Zore, $145,000 attributable to the annual grant of restricted stock (1,632 shares) and $1,145 attributable to deferred stock issued in lieu of dividends (10 shares) in 2017. |
2018 Proxy Statement| 72 |
Compensation Tables |
As of December 31, 2015,2017, the aggregate number of shares of deferred stock held by thenon-employee directors was as follows: Mr. Bolland — 0; Ms. Boswell — 0; Ms. Dominguez — 5,819; Mr. Downe — 13,065; Mr. Ferraro — 0; Ms. Hemingway Hall — 6,915; Mr. Mendoza —17,020; Mr. Read — 76; Mr. Payne — 0; Ms. Sartain — 2,882; Mr. Walter — 18,681; and Mr. Zore — 1,754.
Name | Shares of Deferred Stock held at December 31, 2017 | ||||
Gina R. Boswell | — | ||||
Cari M. Dominguez | 2,095 | ||||
William Downe | 19,469 | ||||
John F. Ferraro | 5,516 | ||||
Patricia Hemingway Hall | 5,480 | ||||
Julie M. Howard | 2,618 | ||||
Roberto Mendoza | 19,995 | ||||
Ulice Payne, Jr. | — | ||||
Paul Read | — | ||||
Elizabeth P. Sartain | — | ||||
Michael J. Van Handel | 65 | ||||
John R. Walter | 17,939 | ||||
Edward J. Zore | 644 |
All such shares of deferred stock were fully vested as of December 31, 2015.2017. All shares of restricted stock granted to thenon-employee directors in 20152017 were fully vested as of December 31, 2015.
For 2015,2017, the board of directors approved the compensation arrangement fornon-employee directors described below.Non-employee directors were paid a cash retainer equal to $90,000$100,000 per year. The fee structure for committee chairs and the lead director was as follows:
$ | 15,000 | Annual retainer for services as chair of the Nominating and Governance Committee | ||
$ | 20,000 | Annual retainer for services as chair of the Audit or Executive Compensation and Human Resources Committee | ||
$ | 25,000 | Annual retainer for service as lead director of the corporation | ||
$ | 30,000 | Annual retainer in the case where the lead director also serves as chair of one of the committees |
$15,000 | Annual retainer for services as chair of the Nominating and Governance Committee | |
$20,000 | Annual retainer for services as chair of the Audit or Executive Compensation and Human Resources Committee | |
$25,000 | Annual retainer for service as lead director of the corporation | |
$30,000 | Annual retainer in the case where the lead director also serves as chair of one of the committees |
Except as described below,non-employee directors may elect to receive deferred stock under the 2011 Equity Incentive Plan in lieu of their annual cash retainer. Elections may cover 50%, 75% or 100% of the annual cash retainer payable to the director for the election period for which the annual cash retainer is payable. An election period begins on January 1 of each year or the date of the director’s initial appointment to the board of directors, whichever is later, and ends on the date a director ceases to be a director or December 31, whichever is earlier. The deferred stock will be granted to the director following the end of the election period to which the election applies. The number of shares of deferred stock granted to the director will be equal to the amount of the annual cash retainer to which the election applies, divided by the average of the closing prices of ManpowerGroup common stock on the last trading day of each full or partial calendar quarter covered by the election period. For the election period that ended on December 31, 2015,2017, Mr. Downe, Mr. Ferraro, Ms. Howard and Mr. Walter elected to accept deferred stock in lieu of 100% of the annual cash retainer to which they were otherwise entitled.
Shares of common stock represented by deferred stock granted to a director prior to January 1, 2007 will be distributed to the director within 30 days after the date the director ceases to be a member of the board of directors. Shares of common stock represented by deferred stock granted to a director on or after January 1, 2007 will be distributed to the director on the earliest of the third anniversary of the date of grant or within 30 days after the date the director ceases to be a member of the board of directors. However, the director will have the right to extend the deferral period for these grants by at least five years, and thereafter to extend any previously extended deferral period by at least five more years, provided in each case this election to extend is made at least twelve months before the last day of the then current deferral period.
In addition to the cash compensation (or elective deferred stock), eachnon-employee director received an annual grant of deferred stock. The grant was effective on the first day of 2015,2017, and the number of shares granted equaled $135,000
73 |ManpowerGroup |
Compensation Tables |
$145,000 divided by the closing sale price of a share of ManpowerGroup’s common stock on the last business day of the preceding year, or 1,9801,632 shares of deferred stock for 2015.2017. Such deferred stock vests in equal quarterly installments on the last day of each calendar quarter during the year. Shares of common stock represented by vested deferred stock held by a director will be distributed to the director on the earliest of the third anniversary of the effective date of grant or within 30 days after the date the director ceases to be a member of the board of directors.
The director will have the right to extend the deferral period as described above. A newnon-employee director will receive a grant of deferred stock effective the date the director is appointed to the board, and the grant will be prorated for the period beginning on the date of the director’s appointment and ending on December 31 of that year.
Instead of receiving the annual grant of deferred stock,non-employee directors have the right to elect to receive the same number of shares of restricted stock. Like the deferred stock, any such grant will be effective on the first day of the year and will vest in equal quarterly installments on the last day of each calendar quarter during the year. Any such election will be effective only if made on or before December 31 of the preceding year or within 10 days of appointment to the board of directors.
Prior to becoming a member of the board of directors, Mr. Van Handel previously served as an executive officer of the company until his retirement in February 2017. As an executive officer, Mr. Van Handel was entitled to receive compensation that included base salary, annual incentive awards, and periodic equity awards as well as other benefits. In connection with his part-year employment in 2017, Mr. Van Handel received income of $131,686, which includes base salary, customary benefits and perquisites. In connection with his retirement from the company, Mr. Van Handel received the following, which has previously been disclosed: 42,815 shares of restricted stock units with a value of $4,648,853 (as of the date of disbursement on August 16, 2017); accelerated stock options having an intrinsic value of $349,380 (as of the date of retirement); performance-based deferred compensation of $710,781 as well as $129,854 of pension benefits (as of the date of retirement). On February 15, 2018, Mr. Van Handel also received a payout of 28,375 shares with a value of $3,489,274 (based on the value on that date) following the completion of the three-year performance period of a previously-disclosed grant of PSUs made in 2015.
The board of directors has approved an amendment to the compensation program fornon-employee directors effective as of January 1, 2016.2018. The annual equity grant has been increased from $135,000$145,000 per year to $140,000$160,000 per year. The annual cash board retainer has been increased from $90,000$100,000 per year to $95,000$115,000 per year. There was no change to the fee structure for committee chairs and the lead director for 2016.2018.
2018 Proxy Statement| 74 |
Compensation Tables |
The nominating and governance committee believes thatnon-employee directors should hold a meaningful stake in ManpowerGroup to align their economic interests with those of the shareholders. To that end, the board of directors adopted stock ownership guidelines that currently requirenon-employee directors to own shares or hold vested deferred stock or vested restricted stock equal in value to five times the 2015 annual cash retainer ($90,000 at January 1, 2015, for a total guideline of $450,000). The committee takes into account vested deferred and restricted stock in determining targeted ownership levels. The following table details eachnon-employee director’s stock ownership relative to the stock ownership guidelines:Director Number of shares held(2) (#) Value of shares ($)(3) Gina R. Boswell 6,601 11,033 842,590 Guidelines Satisfied Cari M. Dominguez 6,601 16,184 1,235,972 Guidelines Satisfied William Downe 6,601 31,551 2,409,550 Guidelines Satisfied John F. Ferraro 5,894 — — January 1, 2020 Patricia Hemingway Hall 6,601 9,008 687,941 Guidelines Satisfied Roberto Mendoza 6,601 17,339 1,324,179 Guidelines Satisfied Ulice Payne, Jr. 6,601 13,943 1,064,827 Guidelines Satisfied Paul Read 6,601 2,057 157,093 January 1, 2018 Elizabeth P. Sartain 6,601 13,397 1,023,129 Guidelines Satisfied John R. Walter 6,601 20,500 1,565,585 Guidelines Satisfied Edward J. Zore 6,601 37,203 2,841,193 Guidelines Satisfied
Director | Target Number of shares (#)(1) | Number of shares held(#)(2) | Value of shares ($)(3) | Target Date to Satisfy Guidelines(4) | ||||||||||||||||
Gina R. Boswell | 6,601 | 7,870 | 964,705 | Guidelines Satisfied | ||||||||||||||||
Cari M. Dominguez | 6,601 | 20,354 | 2,494,993 | Guidelines Satisfied | ||||||||||||||||
William Downe | 6,601 | 37,730 | 4,624,943 | Guidelines Satisfied | ||||||||||||||||
John F. Ferraro | 5,894 | 5,516 | 676,151 | January 1, 2020 | ||||||||||||||||
Patricia Hemingway Hall | 6,601 | 8,501 | 1,042,053 | Guidelines Satisfied | ||||||||||||||||
Julie M. Howard | 5,064 | 2,618 | 320,914 | December 12, 2020 | ||||||||||||||||
Roberto Mendoza | 6,601 | 22,616 | 2,772,269 | Guidelines Satisfied | ||||||||||||||||
Ulice Payne, Jr. | 6,601 | 11,136 | 1,365,051 | Guidelines Satisfied | ||||||||||||||||
Paul Read | 6,601 | 5,353 | 656,171 | December 15, 2018 | ||||||||||||||||
Elizabeth P. Sartain | 6,601 | 17,959 | 2,201,414 | Guidelines Satisfied | ||||||||||||||||
Michael J. Van Handel | 3,568 | 17,348 | 2,126,518 | Guidelines Satisfied | ||||||||||||||||
John R. Walter | 6,601 | 20,463 | 2,508,355 | Guidelines Satisfied | ||||||||||||||||
Edward J. Zore | 6,601 | 31,789 | 3,896,696 | Guidelines Satisfied |
(1) | Target shares are based on target value ($450,000) divided by the closing stock price on December 31, 2014 of $68.17 fornon-employee directors in office as of January 1, 2015. Fornon-employee directors appointed after January 1, 2015 target shares are based on target value ($450,000) divided by the closing price of the Company’s common stock on the last business day of the month during which the director was or is first appointed to the Board of Directors. |
(2) | Represents the number of shares held as of the record date, February 23, |
For Ms. Boswell, 7,870 shares of common stock. |
For Ms. Dominguez, 20,354 shares of common stock. |
For Mr. Downe, 18,261 shares of common stock and 19,469 shares of vested deferred stock. |
For Mr. Ferraro, 5,516 shares of vested deferred stock. |
For Ms. Hemingway Hall, 5,116 shares of common stock and 3,385 shares of vested deferred stock. |
For Ms. Howard, 2,618 shares of vested deferred stock. |
For Mr. Mendoza, 4,463 shares of common stock and 18,153 shares of vested deferred stock. |
For Mr. Payne, 11,136 shares of common stock. |
For Mr. Read, 5,353 shares of common stock. |
For Ms. Sartain, 17,959 shares of common stock. |
For Mr. Van Handel, 17,283 shares of common stock and 65 shares of vested deferred stock. |
For Mr. Walter, 7,403 shares of common stock and 13,060 shares of vested deferred stock. |
For Mr. Zore, 31,145 shares of common stock and 644 shares of vested deferred stock. |
(3) | Based on price per share of ManpowerGroup common stock on February 23, |
(4) |
75 |ManpowerGroup |
CEO Pay Ratio |
We have an audit committee that consists entirely of independent directors, each of whom meet the independence requirements set forth by the New York Stock In AUDIT COMMITTEE REPORTExchange.Exchange and the SEC. The board of directors has adopted a charter for the audit committee, which is available on our web site atwww.manpowergroup.com/about/corporategovernance.cfmhttp://investor.manpowergroup.com/documents.cfm. The charter sets forth the responsibilities and authority of the audit committee with respect to our independent auditors, quarterly and annual financial statements,non-audit services, internal audit and accounting, risk assessment and risk management, business conduct and ethics, special investigations, use of advisors and other reporting and disclosure obligations, including the audit committee’s obligations in monitoring the company’s compliance with its code of business conduct and ethics as well as its policies and procedures regarding anti-corruption. The committee reviews its charter on an annuala periodic basis and recommends updates as necessary.2015,2017, the audit committee met five times. Over the course of these meetings, the audit committee met with our chief financial officer, other senior members of the finance department, senior members of the IT department, the chairperson of our disclosure committee, the head of internal audit, our chief legal officer and our independent auditors. During these meetings, the audit committee reviewed and discussed, among other things:
The audit committee met five times in private session with Deloitte & Touche LLP and met five times in private session with the head of internal audit. The purpose of the private sessions is to allow the participants to raise any concerns they may have and to discuss other topics in a confidential setting.
In addition to the meetings discussed above, the chair of the audit committee, and any other audit committee member or other member of the board of directors who desired or was requested to participate, reviewed with management and our independent auditors our financial results for each quarter of 20152017 prior to the quarterly release of earnings.
In February 2016,2018, the independent auditors and members of senior management reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20152017 with the audit committee, together with our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion included, among other things:
77 |ManpowerGroup |
Audit Committee Report |
• | other matters required to be discussed by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence; and |
At this meeting, the audit committee met in separate private sessions with the independent auditors, the chairperson of our disclosure committee, the head of internal audit and management.
The audit committee has reviewed the fees billed by Deloitte & Touche LLP and related entities (“Deloitte”) to us with respect to 20152017 and 2014,2016, which consist of the following:
Audit Fees.
The aggregate fees billed for professional services rendered by Deloitte for the audit of our financial statements and attestation of our certification of our internal control over financial reporting as of and for the year ended December 31,The aggregate fees billed for professional services rendered by Deloitte for the audit of our financial statements and attestation of our certification of our internal control over financial reporting as of and for the year ended December 31, 20152017 and the review of the financial statements included in our Quarterly Reports onForm 10-Q for 20152017 approved by the audit committee were $5,492,000.
Audit-Related Fees.
The aggregate fees billed by Deloitte for audit-related services wereThe aggregate fees billed by Deloitte for audit-related services were $105,050 in 2017. These services consisted of issuing an audit report for one of our foreign subsidiaries regarding a government subsidy, issuing an audit report related to the statement of educational expenses for flex workers for one our subsidiaries auditing a benefit program as well as providing consents and other miscellaneous services.
Tax Fees.
The aggregate fees billed by Deloitte for tax services wereThe aggregate fees billed by Deloitte for tax services were $482,400 in 2017. These services consisted of assistance in the preparation and review of certain international tax returns, consultation regarding appropriate handling of items on the U.S. and international tax returns, assistance with tax audits and examinations, advice related to VAT and wage tax matters, due diligence related to a potential acquisition, advice regarding tax issues relating to our reorganizations and a transfer pricing study.
All Other Fees.
The aggregate fees billed by Deloitte for all other fees were $36,900 in 2017. These services consisted of market research to benchmark certain aspects of our business.
2018 Proxy Statement| 78 |
Audit Committee Report |
Approval Procedures.
We haveThe audit committee has also received the written disclosures and confirmation from Deloitte required by PCAOB Ethics and Independence Rule 3526 and discussed with Deloitte their independence. In particular, at each regular meeting during 20152017 and at the meeting in February 20162018 the audit committee reviewed and discussed thenon-audit services provided by Deloitte to us that are described above. The audit committee has considered whether the provision of thenon-audit services described above is compatible with the independence of Deloitte and satisfied itself as to the auditor’s independence. The audit committee believes that Deloitte has been objective and impartial in conducting the 20152017 audit, and believes that the provision of these services has not adversely affected the integrity of our audit and financial reporting processes.
In performing all of the functions described above, the audit committee acts only in an oversight capacity. The audit committee does not complete its reviews of the matters described above prior to our public announcements of financial results and, necessarily, in its oversight role, the audit committee relies on the work and assurances of our management, which has the primary responsibility for our financial statements and related reports and internal control over financial reporting, and of the independent auditors, who, in their report, express an opinion on the conformity of our annual financial statements to accounting principles generally accepted in the United States and on the effectiveness of our internal control over financial reporting.
In reliance on these reviews and discussions, and the report of the independent auditors, the audit committee has recommended to the board of directors that the audited financial statements be included in our Annual Report on Form10-K for the year ended December 31, 2015.
The Audit Committee
Gina R. Boswell, Chair
John F. Ferraro
Patricia A. Hemingway Hall
Roberto Mendoza
Ulice Payne, Jr.
Paul Read
79 |ManpowerGroup |
2. Ratification of Independent Auditors |
The audit committee of the board of directors has appointed Deloitte & Touche LLP to audit our consolidated financial statements for the fiscal year ending December 31, If the shareholders do not ratify the appointment of Deloitte & Touche LLP, the audit committee will take such action into account in reconsidering the appointment of our independent auditors for the fiscal year ending December 31, The affirmative vote of a majority of the votes cast on this proposal shall constitute ratification of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 4. RATIFICATION OF INDEPENDENT AUDITORS20162018 and directed that such appointment be submitted to the shareholders for ratification. Deloitte & Touche LLP has audited our consolidated financial statements since the fiscal year ended December 31, 2005. Representatives of Deloitte & Touche LLP will be present at the annual meeting and have the opportunity to make a statement if they so desire, and will also be available to respond to appropriate questions.2016.2016.2018. Abstentions and brokernon-votes will not be counted as votes cast and, therefore, will have no impact on the approval of the proposal.The board of directors recommends you vote The board of directors recommends you voteFOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2018, and your proxy will be so voted unless you specify otherwise. 2018 Proxy Statement| 80
3. Advisory Vote on Approval of the Compensation of Named Executive Officers |
3. Advisory Vote on Approval of the appointmentCompensation of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2016, and your proxy will be so voted unless you specify otherwise.
The Company seeks your advisory vote on our executive compensation program and asks that you support the compensation of our named executive officers as disclosed in the Compensation“Compensation Discussion and AnalysisAnalysis” section and the accompanying tables contained in this Proxy Statement. We are providing this vote as required pursuant to Section 14A of the Securities Exchange Act of 1934. We are asking shareholders to approve the following resolution regarding our executive compensation program:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.
ManpowerGroup derives over 84% approximately 87%of its revenues from outside the United States, with the largest portions coming from the company’s operating segments in Southern Europe (36%(41%), Northern Europe (28%Europe(25%) and Asia Pacific Middle East (12%(13%). Our business is truly global in nature and complexity,complexity. Through our global network of nearly 2,700 offices in 80 countries and territories, we put millions of people to work in 2017 with over 27,000 employees and over 600,000 associates connected with clients worldwide on any given day. Our worldwide network servesour global, multinational and local companies in 80 countries and territories. We placed approximately 3.4 million people in jobs in 2015,clients across all major industry segments and provided a broad range of workforce solutions including recruitment and assessment, training and development, career management, outsourcing and workforce consulting.
To be successful, ManpowerGroup needs senior executives who have the capability and experience to operate effectively in this environment. A guiding principle of the company’s compensation program is to provide pay opportunities to the executive officers that are competitive in attracting and retaining executives of this caliber. Other key objectives of the program are to align compensation to shareholder interests and, as an element of that objective, to pay for results and not pay for failure.
Compensation packages for the executive officers generally include, as short-term arrangements, a base salary and an annual incentive bonus, and for long-term focus and value accumulation, performance share units (PSUs), stock options and restricted stock units. The annual incentive is earned based on achievement of goals established at the beginning of each year. Likewise, PSUs represent a right to receive shares of company common stock based on achievement of goals established at the time the PSUs are granted. For both, award opportunities are established for achievement at threshold, target and outstanding levels.
The Company structures the compensation packages of the executive officers so that the overall outcomes at target fall generally within the median range of the competitive market. For the annual incentive and the PSU components of the package, award levels for achievement of the applicable goals generally are set at the median of the competitive market for target results and the 75
As noted above, a key objective of the compensation program is to align compensation to shareholder interests. The company’s compensation program addresses this objective on both a short-term basis and a long-term basis. Annual incentive awards are based on achievement of goals that are drivers of shareholder value and PSUs are earned based on operating profit margin percentage goals, an incentive that measuresa measure of how efficiently our executive officers have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits. In addition, a substantial portion of the annual incentive award paid to the executive officers is based on achievement of earnings per share and return on invested capital for the year. Earnings per share focuses our executive officers on producing financial results that align with the interests of our shareholders, while return on invested capital incentivizes our executive
Both the short-term and long-term components of the compensation program reflect the objective that senior executives should be paid for results and not paid for failure. The executive officers’ base salaries generally are at
81 |ManpowerGroup |
3. Advisory Vote on Approval of the Compensation of Named Executive Officers |
or below market median with a significant component of the annual cash opportunity based on the level of attainment of performance goals for the year. If the actual results fall short of the goals, the award level is correspondingly reduced or eliminated.
As for the long-term components of the compensation program, the ultimate value received by an executive, through stock appreciation, will of course depend directly on the performance of the company. In addition, a significant component of the long-term compensation package consists of performance share units which are earned only to the extent the company achieves apre-established level of performance tied to a designated performance metric, in this instance operating profit margin.
Approval of the company’s executive compensation policies and procedures requires that the number of votes cast in favor of the proposal exceeds the number of votes cast against it. Abstentions and brokernon-votes will not be counted as votes cast. Because this shareholder vote is advisory, it will not be binding upon the Boardboard of Directors.directors. However, the executive compensation and human resources committee will take into account the outcome of the vote when considering future executive compensation arrangements.
The board of directors recommends that you voteFOR the proposal to approve the compensation of our named executive officers, and your proxy will be so voted unless you specify otherwise. |
2018 Proxy Statement| 82 |
Submission of Shareholder Proposals |
Submission of directors recommends you vote FOR the proposal to approve the compensation of our named executive officers, and your proxy will be so voted unless you specify otherwise.
In accordance with our bylaws, nominations, other than by or at the direction of the board of directors, of candidates for election as directors at the 2017 annual meeting2019 Annual Meeting of shareholdersShareholders must be received by us no earlier than December 4, 20165, 2018 and no later than February 2, 2017,3, 2019, and any other shareholder proposed business to be brought before the 20162019 annual meeting of shareholders must be received by us no later than February 2, 2017.3, 2019. Unlike shareholder proposals properly made under Rule14a-8 of the Securities Exchange Act of 1934, we are not required to include such nominations and other shareholder proposed business in the proxy statement solicited by the board of directors. To be considered for inclusion in the proxy statement solicited by the board of directors, shareholder proposals under Rule14a-8 for consideration at the 20172019 annual meeting of shareholders must be received by us at our principal executive offices by November 4, 2016.22, 2018. Such nominations or proposals must be submitted to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212. To avoid disputes as to the date of receipt, it is suggested that any shareholder proposal be submitted by certified mail, return receipt requested.
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers to file reports with the Securities and Exchange Commission disclosing their ownership, and changes in their ownership, of our common stock. Copies of these reports must also be furnished to us. Based solely on a review of these copies, we believe that during SECTIONSection 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE20152017 all filing requirements were met except for one Form 4 reporting one transaction for Mr. Payne, caused by a broker error which prevented its timely filing.
Shareholders may vote over the Internet, by telephone or by completing a traditional proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the shareholder.OTHER VOTING INFORMATION2, 2016.3, 2018. To vote over the Internet or by telephone, please refer to the instructions on the accompanying proxy card.95
Although management is not aware of any other matters that may come before the annual meeting, if any such matters should be presented, the persons named in the accompanying proxy intend to vote such proxy as recommended by the board of directors or, if no such recommendation is given, in their discretion. Shareholders may obtain a copy of our annual report on Form10-K at no cost by requesting a copy on our Internet web site at By Order of the Board of Directors, Richard Buchband, SecretaryOTHER MATTERSwww.manpowergroup.com/investors/investors.cfmhttp://investor.manpowergroup.com/investorkit.cfm or by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212.83 |ManpowerGroup
AppendixA-1 |
Peer Group Companies
3M Co
Abbott Laboratories
AbbVie Inc.
Accenture plc
Alcoa Inc.
Altria Group Inc.
Amgen Inc.
Apache Corp
AutoNation Inc.
Baker Hughes Inc.
Bristol-Myers Squibb Co
C.H. Robinson Worldwide Inc.
CarMax Inc.
Carnival Corp
CBS Corp
CenturyLink Inc.
Cigna Corp
Colgate-Palmolive Co.
ConAgra Foods Inc.
Conocophillips
Cummins Inc.
Danaher Corp
DaVita HealthCare Partners Inc.
Deere & Co.
Delphi Automotive PLC
Dollar General Corp
E.I. du Pont de Nemours and Co
Eaton Corporation Plc
Ecolab Inc.
Eli Lilly and Co
EMC Corp.
Emerson Electric Co
Facebook Inc.
Fluor Corp
Freeport-McMoran Inc.
Gap Inc. (The)
General Dynamics Corp
General Mills Inc.
Genuine Parts Co
Gilead Sciences Inc.
Goodyear Tire & Rubber Co
Halliburton Co
HCA Holdings Inc.
Honeywell Int’l Inc.
International Paper Co
Johnson Controls Inc.
Kellogg Co
Kimberly-Clark Corp
Kinder Morgan Inc.
Kohl’s Corporation
LyondellBasell Industries NV
Macy’s Inc.
Marriott International Inc.
McDonald’s Corp
Medtronic PLC
Micron Technology Inc.
Mondelez International Inc.
Monsanto Co
National Oilwell Varco Inc.
Nike Inc.
Nordstrom Inc.
Northrop Grumman Corp
Nucor Corp
Omnicom Group Inc.
Oracle Corp
PACCAR Inc.
Phillip Morris International Inc.
PPG Industries, Inc.
QUALCOMM Inc.
Raytheon Co
Schlumberger Ltd
Seagate Technology Plc
Southwest Airlines Co
Staples Inc.
Starbucks Corp
Tenet Healthcare Corp
Tesoro Corp
Textron Inc.
Thermo Fisher Scientific Inc.
Time Warner Cable Inc.
Time Warner Inc.
TJX Companies Inc. (The)
Twenty-First Century Fox Inc.
Union Pacific Corp
United Continental Holdings Inc.
Visa Inc.
Western Digital Corp.
Whirlpool Corp
Whole Foods Market Inc. (subsequently acquired by Amazon)
A-1 |ManpowerGroup |
Electronic Voting Instructions | ||||||||||
Available 24 hours a day, 7 days a week! | ||||||||||
Instead of mailing your proxy, you may choose one of the | ||||||||||
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | ||||||||||
Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 3, 2018. | ||||||||||
Vote by Internet | ||||||||||
• Go towww.envisionreports.com/MAN | ||||||||||
• Or scan the QR code with your smartphone | ||||||||||
• Follow the steps outlined on the secure website | ||||||||||
Vote by telephone | ||||||||||
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone | ||||||||||
Using a black inkpen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | ☒ | • Follow the instructions provided by the recorded message |
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposals — | THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MATTER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTEDFOR PROPOSALS 1, 2 AND 3. PROPOSALS 1, 2 AND 3 ARE BEING PROPOSED BY MANPOWERGROUP INC. | + | |||
1. Election of Directors: |
Nominees: | For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||
1.A - Gina R. Boswell | ☐ | ☐ | ☐ | 1.B - Cari M. Dominguez | ☐ | ☐ | ☐ | 1.C - William Downe | ☐ | ☐ | ☐ | |||||||||||||||||
1.E - Patricia Hemingway Hall |
☐ | ☐ | 1.H - Jonas Prising | ☐ | ☐ | ☐ | 1.I - Paul Read | ☐ | ☐ | ☐ | |||||||||||||||||||
1.J - Elizabeth P. Sartain | ☐ | ☐ | ☐ | 1.K - Michael J. Van Handel | ☐ | ☐ | ☐ | 1.L- John R. Walter | ☐ | ☐ | ☐ | |||||||||||||||||
For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||||
2. Ratification of Deloitte & Touche LLP as our independent auditors for 2018. | ☐ | ☐ | ☐ | 3. Advisory vote to approve the compensation of our named executive officers. | ☐ | ☐ | ☐ | |||||||||||||||||||||
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. |
IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
02R2WB
ManpowerGroup Inc.
Annual Meeting of ManpowerGroup Inc. Shareholders
Friday, May 4, 2018
9:00 a.m.
International Headquarters of ManpowerGroup Inc.
100 Manpower Place
Milwaukee, Wisconsin
Agenda
1. | Elect twelve individuals nominated by the Board of Directors of ManpowerGroup Inc. to serve until 2019 as directors. |
2. | Ratification of Deloitte & Touche LLP as our independent auditors for 2018. |
3. | Advisory vote to approve the compensation of our named executive officers. |
4. | Transact such other business as may properly come before the meeting. |
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The Proxy Statement and the 2017 Annual Report on Form 10-K are available at:www.envisionreports.com/MAN
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — ManpowerGroup Inc. | + |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MANPOWERGROUP INC.
The undersigned hereby appoints Jonas Prising, John T. McGinnis and Richard Buchband proxies, each with power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, as designated on the other side, all the shares of stock of ManpowerGroup Inc. standing in the name of the undersigned with all powers which the undersigned would possess if present at the Annual Meeting of Shareholders of ManpowerGroup Inc. to be held May 4, 2018 or any adjournment thereof.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Continued and to be marked, dated and signed, on the other side)
B | Non-Voting Items |
Change of Address — Please print new address below. | Comments— Please print your comments below. | |||
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Signature 2 — Please keep signature within the box. |
/ / |
⬛ | IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. | + |