Meetings and Committees of the Board

The board of directors has standing audit, executive compensation and human resources, and nominating and governance committees. The board of directors has adopted written charters for these committees, which are available on ManpowerGroup’s web site athttp://investor.manpowergroup.com/documents.cfm.

The following table sets forth the current members of each of the Committees and the number of meetings held during 2017:

Audit Committee

The board of directors has determined that each member of the audit committee meets the financial literacy and independence requirements of the SEC and New York Stock Exchange, as applicable, and that Ms. Boswell, Mr. Ferraro, Mr. Mendoza and Mr. Read are each an “audit committee financial expert” as defined under the applicable rules of the SEC. Under the Company’s corporate governance guidelines, no member of the audit committee may serve on the audit committee of more than three public companies, including ManpowerGroup. No member of the audit committee currently serves on the audit committee of more than three public companies, including ManpowerGroup.

The functions of this committee are to:

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 did not take action by written consent during 2017.

		Nominating and Governance Committee10 Each member of the nominating and governance committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange. The functions of this committee are to: recommend nominees to stand for election at annual meetings of shareholders, to fill vacancies on the board of directors and to serve on committees of the board of directors; establish procedures and assist in identifying candidates for board membership; review the qualifications of candidates for board membership, including any candidates nominated by shareholders in accordance with our bylaws; periodically review the compensation arrangements in effect for the		non-management members of the board of directors and recommend any changes deemed appropriate; oversee the annual self-evaluation of the performance of the board of directors and each of its committees and oversee, or ensure another committee oversees, the annual evaluation of the performance of management; establish and review, for recommendation to the board of directors, guidelines and policies on the size and composition of the board, the structure, composition and functions of the board committees, and other significant corporate governance principles and procedures; oversee the content and format of our code of business conduct and ethics and recommend any changes as deemed appropriate; monitor compliance by thenon-management directors with our code of business conduct and ethics; develop and periodically review succession plans for the directors; periodically review the corporate governance guidelines and recommend any changes as deemed appropriate; review and recommend categorical standards for determiningnon-management director independence consistent with the rules of the New York Stock Exchange and other requirements; and approve the retention, compensation and termination of any outside independent advisors to the committee. The nominating and governance committee has from time to time engaged director search firms to assist it in identifying and evaluating potential board candidates. The nominating and governance committee took one action by written consent during 2017. 15 |ManpowerGroup2021 Proxy Statement DIRECTOR COMPENSATION FOR 2020 Compensation Actions in Response to COVID-19 Due to the uncertainty of the COVID-19 pandemic, our executive officers voluntarily reduced their base salaries from April to August 2020, in recognition of the hardship being experienced by others. Consistent with those actions, the board of directors voluntarily reduced the annual cash retainer for non-employee directors by 30% over the same time period. Director Compensation for 2020 NAME    FEES EARNED OR PAID IN CASH ($)        STOCK AWARDS ($)(2)        TOTAL ($)   Gina R. Boswell      102,156          175,000          277,156   Jean-Philippe Courtois(1)      5,671          8,630          14,301   Cari M. Dominguez      102,156          175,000          277,156   William Downe      127,156          237,612          364,768   John F. Ferraro      102,156          203,810          305,966   William P. Gipson(1)      5,671          8,630          14,301   Patricia Hemingway Hall      122,156          183,700          305,856   Julie M. Howard      —          301,973          301,973   Ulice Payne, Jr.      102,156          187,765          289,921   Paul Read      129,656          187,765          317,421   Elizabeth P. Sartain      122,156          175,000          297,156   Michael J. Van Handel      102,156          187,908          290,064       1. Election of Directors (1) Messrs. Courtois and Gipson were elected to the Board on December 14, 2020 and received a pro-rata annual retainer and grant of deferred stock.   (2) Board CompositionReflects deferred stock and Qualifications of Board Members The nominating and governance committee has adopted,restricted stock granted under our 2011 Equity Incentive Plan and the boardTerms and Conditions Regarding the Grant of directors has approved, guidelines for selecting board candidates thatAwards to Non-Employee Directors under the committee considers when evaluating candidates for nomination2011 Equity Incentive Plan. These amounts reflect the grant date fair value of the awards as directors.computed in accordance with FASB ASC Topic 718. The guidelines call foramount reflected in the following with respecttable was made up of: For Ms. Boswell, $175,000 attributable to the compositionannual grant of restricted stock (1,802 shares) in 2020. For Mr. Courtois, $8,630 attributable to the prorated annual grant of deferred stock (96 shares) in 2020. For Ms. Dominguez, $175,000 attributable to the annual grant of restricted stock (1,802 shares) in 2020. For Mr. Downe, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $62,612 attributable to deferred stock issued in lieu of dividends (878 shares) in 2020. For Mr. Ferraro, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $28,810 attributable to deferred stock issued in lieu of dividends (404 shares) in 2020. For Mr. Gipson, $8,630 attributable to the prorated annual grant of deferred stock (96 shares) in 2020. For Ms. Hemingway Hall, $175,000 attributable to the annual grant of restricted stock (1,802 shares) and $8,700 attributable to deferred stock issued in lieu of dividends (122 shares) in 2020. For Ms. Howard, $175,000 attributable to the annual grant of deferred stock (1,802 shares), $102,156 attributable to deferred stock granted in lieu of 100% of her annual retainer (1,432 shares) and $24,817 attributable to deferred stock issued in lieu of dividends (348 shares) in 2020. For Mr. Payne, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $12,765 attributable to deferred stock issued in lieu of dividends (179 shares) in 2020. For Mr. Read, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $12,765 attributable to deferred stock issued in lieu of dividends (179 shares) in 2020. For Ms. Sartain, $175,000 attributable to the annual grant of restricted stock (1,802 shares) in 2020. For Mr. Van Handel, $175,000 attributable to the annual grant of deferred stock (1,802 shares) and $12,908 attributable to deferred stock issued in lieu of dividends (181 shares) in 2020. The aggregate number of shares of deferred stock held by each of the board: a variety of experience and backgrounds; a core of business executives having substantial senior management and financial experience; individuals who will represent the best interestsnon-employee directors can be found in Footnote 1 of the shareholdersBeneficial Ownership of Directors and Executive Officers table on page 71. All such shares of deferred stock were fully vested as a whole rather than special interest constituencies; of December 31, 2020. All shares of restricted stock granted to the independencenon-employee directors in 2020 were fully vested as of at least a majority of the directors; and December 31, 2020. individuals who represent a diversity of gender, race and age. In connection with its consideration of possible candidates for board membership, the committee also has identified areas of experience that members of the board should as a goal collectively possess. 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 director nominees satisfies the guidelines for selecting board candidates set out above; specifically, the nominees include individuals who have a variety of experience and backgrounds, the nominees include a core of business executives having substantial experience in management as well as one member having government experience, and ten of twelve of the nominees 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 11   2021 Proxy Statement Non-Employee Director Stock Ownership Guidelines The nominating and governance committee believes that non-employee directors should hold a meaningful stake in ManpowerGroup to align their economic interests with those of the shareholders. To that end, the board of directors adopted stock ownership guidelines that currently require non-employee directors to own shares equal in value to five times the 2015 annual cash retainer ($90,000 at January 1, 2015, for a total guideline of $450,000). The committee takes into account vested deferred stock and restricted stock in determining targeted ownership levels. The following table details each non-employee director’s stock ownership relative to the stock ownership guidelines: DIRECTOR    TARGET NUMBER OF SHARES (#)(1)      NUMBER OF SHARES HELD(#)(2)      VALUE OF SHARES ($)(3)      TARGET DATE TO SATISFY GUIDELINES Gina R. Boswell      6,601        8,932        843,538      Jean-Philippe Courtois      4,990        96        9,066      December 14, 2024 Cari M. Dominguez      6,601        14,366        1,356,725      William Downe      6,601        52,806        4,986,999      John F. Ferraro      5,894        13,183        1,245,003      William P. Gipson      4,990        96        9,066      December 14, 2024 Patricia Hemingway Hall      6,601        12,636        1,193,344      Julie M. Howard      5,064        12,979        1,225,737      Ulice Payne, Jr.      6,601        13,400        1,265,496      Paul Read      6,601        11,192        1,056,972      Elizabeth P. Sartain      6,601        24,171        2,282,709      Michael J. Van Handel      3,568        14,192        1,340,292        1. Election of Directors   (1) Target shares are based on target value ($450,000) divided by the closing stock price on December 31, 2014 of $68.17 for non-employee directors in office as of January 1, 2015. For non-employee directors appointed after January 1, 2015 target shares are based on target value ($450,000) divided by the closing price of the Company’s common stock on the last business day of the month during which the director was or is first appointed to the Board of Directors.   (2) Board Diversity and Tenure The compositionRepresents the number of shares held as of the nominees for the board also reflects diversityrecord date, February 26, 2021 as follows: For Ms. Boswell, 8,932 shares of gender, racecommon stock. For Mr. Courtois, 96 shares of vested deferred stock. For Ms. Dominguez, 14,366 shares of common stock. For Mr. Downe, 24,202 shares of common stock and age, an objective that the nominating28,604 shares of vested deferred stock. For Mr. Ferraro, 13,183 shares of vested deferred stock. For Mr. Gipson, 96 shares of vested deferred stock. For Ms. Hemingway Hall, 10,027 shares of common stock and governance committee continually strives to enhance when searching for2,609 shares of vested deferred stock. For Ms. Howard, 12,979 shares of vested deferred stock. For Mr. Payne, 7,561 shares of common stock and considering new directors. 5,839 shares of vested deferred stock. For Mr. Read, 5,353 shares of common stock and 5,839 shares of vested deferred stock. For Ms. Sartain, 24,171 shares of common stock. For Mr. Van Handel, 9,724 shares of common stock and 4,468 shares of vested deferred stock. (3) Based on price per share of ManpowerGroup common stock on February 26, 2021 of $94.44. (4) Under the compositionpolicy, non-employee directors have four years from the date of the nominees for our board of directors, we believe this objective has been achieved.his or her appointment to attain targeted ownership levels We Prohibit Non-Employee Directors from Hedging, Pledging and Short-selling Our Securities Under ManpowerGroup’s Insider Trading Policy, non-employee directors are prohibited from engaging in short sales or hedging transactions involving ManpowerGroup securities, including forward sale or purchase contracts, equity swaps or exchange funds. Non-employee directors are also prohibited from engaging in puts, calls or other options or derivative instruments involving ManpowerGroup securities. Further, we do not allow non-employee directors to pledge ManpowerGroup securities at any time, which includes having ManpowerGroup stock in a margin account or using ManpowerGroup stocks as collateral for a loan.   12 2021 Proxy Statement 5 Board Leadership Structure   arewomen    5 are in their50’s 6 are in their60’s 1 is in his70’s Other Information 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 board of directors took into consideration all factors regarding Mr. Ferraro’s character and experience when considering his nomination. Board Leadership Structure Chairman of the Board – Jonas Prising Under ManpowerGroup’s bylaws and in accordance with the Company’s corporate governance guidelines, the board of directors can choose whether the roles of chairman and chief executive officer should be combined or separated, based on what it believes is best for the Company and its shareholders at a given point in time. Jonas Prising has been chairman of the board of directors since December 31, 2015. The board of directors has evaluated the Company’s leadership structure and determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, serves the best interests of ManpowerGroup and its shareholders. The board of directors believes that in light of Mr. Prising’s extensive knowledge of ManpowerGroup and its industry, gained through his tenure with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company. Duties of Lead Director – William Downe The board of directors has selected Mr. Downe, retired CEO of BMO Financial Group, to serve as lead director. Our corporate governance guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the board of directors will designate one of the independent directors to serve as the lead director. The lead director helps ensure that there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important. Our corporate governance guidelines contemplate that the lead director will be appointed annually and that he or she should be willing to serve for at least three years in such capacity. The board of directors believes having a 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. Downe has served as lead director since May 2017, and at thea board meeting in February 2018,2021, the board of directorsre-appointed Mr. Downe to serve as lead director for another year. The lead director’s duties as specified ininclude the Company’s corporate governance guidelines are as follows:following:   •  Preside at executive sessions of thenon-employee directors and directors; •  Preside at all other meetings of directors where the chairman of the board is not present;   •  Serve as liaison between the chairman of the board and thenon-employee directors;   •  Approve what information is sent to the board;   •  Approve the meeting agendas for the board;   •  Approve meeting schedules to assure that there is sufficient time for discussion on all agenda items;   •  Provide feedback from executive sessions of the independent directors to the Chairman and CEO and other senior management; •  Serve in a key role in the board evaluation processes and in evaluation of the CEO; •  Recommend to the board and the board committees the retention of advisers and consultants who report directly to the board; •  Have the authority to call meetings of thenon-employee directors; and   •  If requested by major shareholders, ensure that he or she is available for consultation and direct communication. Board Oversight of Riskcommunication; and 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 •  Perform such other duties as 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: Periodically reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management; Periodically receiving, reviewing and discussing with management reports on selected risk topics as the committee or management deems appropriatemay delegate from time to time; and time.   Periodically 13 2021 Proxy Statement Board Oversight Our board of directors and its committees work closely with management to provide oversight, review, and counsel related to long-term strategy, opportunities and risks. In particular, the board oversees business affairs and integrity, works with management to determine our mission and long-term strategy, oversees enterprise risk management, performs the annual CEO evaluation, oversees CEO succession planning, and oversees internal control over financial reporting and external audit. The board looks to the expertise of its committees to provide strategic oversight in their areas of focus. Examples of oversight areas are provided below. Strategy Led by the CEO, the Company’s executive management drives our strategy and operations and works to develop and execute business strategy, foster our desired culture, establish accountability, and control risk. Management also aligns our structure, operations, people, policies, and compliance efforts to our mission and strategy. Overseeing management’s development and execution of the Company’s strategy is one of the board’s primary responsibilities. The board works closely with executive management to respond to a dynamically changing business environment. Executive management and other leaders from across the Company provide business and strategy updates to our board quarterly, and the board participates in an annual strategy meeting with management. At meetings throughout the year, the board also assesses the strategic alignment of the Company’s budget and capital plan and strategic acquisition process. Risk The board of directors is responsible for overseeing management in the execution of management’s Company-wide risk management responsibilities. The board of directors fulfills this responsibility both directly and through its standing committees (as discussed further below), each of which assists the board in overseeing a part of the Company’s overall risk management. The committees of the board oversee specific areas of the Company’s risk management as described below: Audit Committee The audit committee is responsible for assisting the board of directors with its oversight of the performance of the Company’s risk management functions including: Reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management; Receiving, reviewing and discussing with management reports on cybersecurity and data privacy risk; Receiving, reviewing and discussing with management reports on other risk topics as the committee or management deems appropriate from time to time; and Reporting to the board of directors on its activities in this oversight role. Executive Compensation and Human Resources Committee The executive compensation and human resources committee reviews and discusses with management the Company’s compensation policies and practices and management’s assessment of whether any risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company. Nominating and Governance Committee The nominating and governance committee evaluates the overall effectiveness of the board of directors, including its focus on the most critical issues and risks. As part of this oversight, the committees engage in reviews and discussions with management (and others if considered appropriate) as necessary to be reasonably assured that the Company’s risk management processes (1) are adequate to identify the material risks that we face in a timely manner, (2) include strategies for the management of risk that are responsive to our risk profile and specific material risk exposure, (3) serve to integrate risk management considerations into business decision-making throughout the Company, and (4) include policies and procedures that are reasonably effective in facilitating the transmission of information with respect to material risks to the senior executives of the Company and each committee.   2018 Proxy Statement| 18 14   2021 Proxy Statement BOARD OVERSIGHT Oversight of COVID-19 Risks The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full board of directors as well as each of the committees, as appropriate. Over the course of fiscal year 2020, management regularly updated our directors on the COVID-19 pandemic’s impacts to our business and the strategic, operational and financial risks associated with the pandemic. All directors were invited to attend committee meetings over the course of the fiscal year to receive updates relating to the impact of the pandemic on our business. Discussions with the board of directors and committees have included, among other topics, business continuity, employee health and safety, technology and cybersecurity and demand for our services. Management continues to report to the board of directors on its response to the pandemic and will identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic. Environmental, Social and Governance (“ESG”) Matters Corporate responsibility and sustainability are important priorities for the board of directors and the Company. We believe businesses have a responsibility to be a positive contributor to societal change. Our commitment to social responsibility extends to human capital, diversity and inclusion, human rights and fair employment, worker health and safety and climate change. We also see in these commitments additional ways of creating value for our shareholders, that result in benefits to our employees, our customers and society. As part of our enterprise-wide approach to risk management and our strategies for long-term value creation, the board and management monitor long-term risks that may be impacted by environmental, social and governance issues. Additional information about ManpowerGroup’s corporate social responsibility efforts is located in the Proxy Summary under “Social Responsibility” and available on our website at https://manpowergroup.com/sustainability. The board of directors has primary responsibility for oversight of ESG matters, including initiatives and programs related to sustainability, corporate culture and human capital management, with the committees supporting the board by addressing these specific ESG matters related to their respective areas of oversight. Independent Compensation Consultant The executive compensation and human resources committee has selected Mercer (US) Inc. to advise it on executive compensation matters. Mercer is engaged directly by the committee, and reports to the chair of the committee. In 2020, the committee completed an RFP process, and after evaluating several leading compensation consultants, reaffirmed its decision to engage Mercer. Fees are set annually, and are reflected in a one-year statement of work, which sets out the services to be performed by Mercer for the committee during the ensuing year. Mercer’s primary role is to provide objective analysis, advice and information and otherwise to support the committee in the performance of its duties. Mercer’s fees for executive compensation consulting to the committee in 2020 were $455,610. The committee requests information and recommendations from Mercer as it deems appropriate in order to assist it in structuring and evaluating ManpowerGroup’s executive compensation programs and practices. The committee’s decisions about executive compensation, including the specific amounts paid to executive officers, are its own and may reflect factors and considerations other than the information and recommendations provided by Mercer. Mercer’s engagement included the following services for the committee in 2020: Review and recommend the companies used in our peer group; Evaluate the competitiveness of our total executive compensation and benefits program for the senior executives, including base salary, annual incentive, total cash compensation, long-term incentive awards, total direct compensation, perquisites, retirement benefits and total remuneration against the market; Advise the committee on executive compensation issues arising from the COVID-19 pandemic and its related impact on the Company’s business; Assess how well the compensation and benefits programs are aligned with the committee’s stated philosophy to align pay with performance, including analyzing our performance against comparator companies; Assess shares available under our equity incentive plan;   1. Election of Directors   15 2021 Proxy Statement INDEPENDENT COMPENSATION CONSULTANT Provide advice and assistance to the committee on the levels of total compensation and the principal elements of compensation for our senior executives; Advise the committee on salary, target incentive opportunities and equity grants as well as on the design and features of our short-term and long-term incentive programs for our senior executives; Brief the committee on trends in executive compensation and benefits among large public companies and on regulatory, legislative and other developments; and Assist in reviewing the Compensation Discussion and Analysis and other executive compensation disclosures to be included in this proxy statement. The committee has reviewed whether the work provided by Mercer raises any conflict of interest. Factors considered by the committee include: Other services provided to the Company by the consultant; What percentage of the consultant’s total revenue is made up of fees from the Company; Policies or procedures of the consultant that are designed to prevent a conflict of interest; Any business or personal relationships between individual consultants involved in the engagement and committee members; Any shares of the Company’s stock owned by individual consultants involved in the engagement; and Any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on its review, the committee does not believe that Mercer has a conflict of interest with respect to the work performed by the Company or the committee in 2020. The committee has also evaluated the independence of Mercer pursuant to the rules of the Securities and Exchange Commission and the New York Stock Exchange and no relationships were identified that would impact Mercer’s independence. Ultimately, the consultant provides recommendations and advice to the committee in an executive session where management is not present, which is when critical pay decisions are made. This approach protects the committee’s ability to receive objective advice from the consultant so that the committee may make independent decisions about executive pay at our company. Besides Mercer’s involvement with the committee, it and its affiliates also provide other non-executive compensation services to us. These services are approved by management who oversee the specific areas of business for which the services are provided. The total amount paid for these other services provided in 2020 was $225,088. These services included actuarial and pension reporting services, workers compensation reporting and insurance services. The majority of these services are provided not by Mercer itself, but by other companies owned by Marsh & McLennan, the parent company of Mercer, which therefore are considered affiliates even though they operate independently of Mercer. The committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer), did not raise any conflicts of interest. The committee believes the advice it receives from the individual executive compensation consultants is objective and not influenced by Mercer’s or its affiliates’ other relationships with us because of the procedures Mercer and the committee have in place, including the following: The consultants receive no incentive or other compensation based on the fees charged to us for other services provided by Mercer or any of its affiliates; The consultants are not responsible for selling other Mercer or affiliate services to us; Mercer’s professional standards prohibit an individual consultant from considering any other relationships Mercer or any of its affiliates may have with us in rendering his or her advice and recommendations; and The committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants. 16 2021 Proxy Statement Board Independence and Related Party Transactions The board of directors has adopted categorical standards for relationships deemed not to impair independence of non-employee directors to assist it in making determinations of independence. The categorical standards are included in our Corporate Governance Guidelines and are available on ManpowerGroup’s website at https://investor.manpowergroup.com/governance. As required under the Corporate Governance Guidelines, our board of directors reviews and determines the independence of all directors on an annual basis. In making its independence determinations, the nominating and governance committee evaluates the various commercial and employment transactions and relationships known to the committee that exist between ManpowerGroup and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated. The nominating and governance committee also reviews any other relevant facts and circumstances regarding the nature of these relationships to determine whether other factors, regardless of the categorical standards, might compromise a director’s independence. The board of directors has determined that twelve of thirteen of the current directors of ManpowerGroup, including Ms. Dominguez who will retire from the Board on May 7, 2021, are independent under the listing standards of the New York Stock Exchange after taking into account the categorical standards. Certain of our directors serve as directors, and are officers or former officers, of companies that have engaged ManpowerGroup to provide services, all of which such relationships fall within the categorial standards. Mr. Prising does not qualify as independent under the listing rules of the New York Stock Exchange because he is currently an executive officer. The nominating and governance committee will evaluate eligible shareholder-nominated candidates for election to the board of directors in accordance with the procedures described in ManpowerGroup’s bylaws and in accordance with the guidelines and considerations relating to the selection of candidates for membership on the board of directors described under the heading “Composition and Qualifications of Board Members.” ManpowerGroup does not have a policy regarding board members’ attendance at the annual meeting of shareholders. All of the then-serving directors attended the 2020 annual meeting of shareholders. Any interested party who wishes to communicate directly with the lead director or with the non-management directors as a group may do so by calling 1-800-210-3458. The third-party service provider that monitors this telephone number will forward a summary of all communications directed to the non-management directors to the lead director. 17 2021 Proxy Statement Meetings and Committees of the Board The board of directors has standing audit, executive compensation and human resources, and nominating and governance committees. The board of directors has adopted written charters for these committees, which are available on ManpowerGroup’s web site at http://investor.manpowergroup.com/governance. AUDIT COMMITTEE NUMBER OF MEETINGS IN 2020: 6      Paul Read Chair The board of directors has determined that each member of the audit committee meets the financial literacy and independence requirements of the SEC and New York Stock Exchange, as applicable, and that Ms. Boswell, Mr. Ferraro and Mr. Read are each an “audit committee financial expert” as defined under the applicable rules of the SEC. Under the Company’s corporate governance guidelines, no member of the audit committee may serve on the audit committee of more than three public companies, including ManpowerGroup. No member of the audit committee currently serves on the audit committee of more than three public companies, including ManpowerGroup. The functions of this committee are to: •  appoint the independent auditors for the annual audit and approve the fee arrangements with the independent auditors; •  monitor the independence, qualifications and performance of the independent auditors; •  review the planned scope of the annual audit; •  review the financial statements to be included in our quarterly reports on Form 10-Q and our annual report on Form 10-K, and our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of those reports; •  review compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002; •  review our financial reporting processes and internal controls and any significant audit adjustments proposed by the independent auditors; •  make a recommendation to the board of directors regarding inclusion of the audited financial statements in our annual report on Form 10-K; •  review recommendations, if any, by the independent auditors resulting from the audit to ensure that appropriate actions are taken by management; •  review matters of disagreement, if any, between management and the independent auditors; •  periodically review our Policy Regarding the Retention of Former Employees of Independent Auditors; •  oversee compliance with our Independent Auditor Services Policy; •  meet privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls and other finance related matters; •  meet privately with management to review the competence, performance and independence of the independent auditors; •  monitor our internal audit department, including our internal audit plan; •  review guidelines and policies regarding compliance by our employees with our code of business conduct and ethics, including the anti-corruption policy; •  review procedures for receipt, retention and treatment of, and the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters; •  assist the board of directors with its oversight of the performance of the Company’s risk management function; •  review current tax matters affecting us; •  periodically discuss with management our risk management framework; •  monitor any litigation involving ManpowerGroup that may have a material financial impact on ManpowerGroup or that relates to matters entrusted to the audit committee; and •  approve the retention, compensation and termination of outside legal, accounting and other such advisors to the committee.     Compensation ConsultantMembers: The executive compensation and human resources committee directly retains Mercer (US) Inc. to advise it on executive compensation matters. Mercer reportsGina R. Boswell Jean-Philippe Courtois(1) John F. Ferraro Patricia Hemingway Hall Ulice Payne, Jr. (1) Mr. Courtois was appointed to the chair of the committee. On an annual basis, the committee and Mercer enter into an engagement letter, which sets out the services to be performed by Mercer for the committee during the ensuing year. Mercer’s primary role is to provide objective analysis, advice and information and otherwise to support theaudit committee in the performance of its duties. Mercer’s fees for executive compensation consulting to the committee in 2017 were $265,413.February 2021. 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 2017: In addition, the charter of the audit committee provides that the audit committee shall review and approve all related party transactions that are material to ManpowerGroup’s financial statements or that otherwise require disclosure to ManpowerGroup’s shareholders, provided that the audit committee shall not be responsible for reviewing and approving related party transactions that are reviewed and approved by the board of directors or another committee of the board of directors. The audit committee did not take action by written consent during 2020.   Evaluate the competitiveness of our total executive compensation and benefits program for the senior executives, including base salary, annual incentive, total cash compensation, long-term incentive awards, total direct compensation, retirement benefits and total remuneration against the market; 18 2021 Proxy Statement MEETINGS AND COMMITTEES OF THE BOARD   Assess how well the compensation and benefits programs are aligned with the committee’s stated philosophy to align pay with performance, including analyzing our performance against comparator companies; EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE NUMBER OF MEETINGS IN 2020: 8        Review and recommend the companies used in our comparator group and our industry peer group; Elizabeth P. Sartain Provide advice and assistance to the committee on the levels Chair Each member of total compensation and the principal elements of compensation for our senior executives; Advise the executive compensation and human resources committee on salary, target incentive opportunities and equity grants; Briefis “independent” within the committee on trends in executive compensation and benefits among large public companies and on regulatory, legislative and other developments; and Assist in reviewing the Compensation Discussion and Analysis and other executive compensation disclosures to be included in this proxy statement. The committee has reviewed whether the work provided by Mercer raises any conflict of interest. Factors considered by the committee include: Other services provided to the Company by the consultant; What percentagemeaning of the consultant’s total revenue is made up of fees from the Company; Policies or procedures of the consultant that are designed to prevent a conflict of interest; Any business or personal relationships between individual consultants involved in the engagement and committee members; Any shares of the Company’s stock owned by individual consultants involved in the engagement; and Any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on its review, the committee does not believe that Mercer has a conflict of interest with respect to the work performed for the Company or the committee in 2017. 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 2017 was $536,489. These services included 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 SEC and theapplicable listing standards of the New York Stock Exchange. The functions of this committee concluded thatare to: •  establish the services providedcompensation of the chief executive officer of ManpowerGroup, subject to ratification 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 becauseindependent members of the procedures Mercer and the committee have in place, including the following:board of directors;   The consultant receives no incentive or other •  approve the compensation, based on the fees charged to us for other services provided by Mercer or any of its affiliates; The consultant is not responsible for selling other Mercer or affiliate services to us; Mercer’s professional standards prohibit the individual consultant from considering any other relationships Mercer or any of its affiliates may have with us in rendering his or her advice and recommendations; and The committee evaluates the quality and objectivityrecommendations of the services provided bychief executive officer of ManpowerGroup, of any president and the chief financial officer, and certain other senior executives of ManpowerGroup; •  determine the terms of any agreements concerning employment, compensation or employment termination, as well as monitor the application of ManpowerGroup’s retirement and other fringe benefit plans, with respect to the individuals listed above; •  monitor the professional development of ManpowerGroup’s key executive officers; •  review succession plans for the chief executive officer of ManpowerGroup, of any president and the chief financial officer and certain other senior executives of ManpowerGroup; •  administer ManpowerGroup’s equity incentive plans and employee stock purchase plans and oversee ManpowerGroup’s employee retirement and welfare plans; •  administer ManpowerGroup’s annual incentive plan; •  review and recommend the “Compensation Discussion and Analysis” to be included in our annual proxy statement; •  develop and implement policies regarding the recoupment or “clawback” of excess compensation paid to executive officers of the Company; •  approve the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and have oversight of their work; •  consider the independence of any outside compensation consultant, each yearindependent legal advisor or other advisor to the committee; •  monitor the Company’s policies, objectives and determinesprograms related to diversity and inclusion and review the Company’s performance in light of appropriate measures; and •  Review the results of any advisory shareholder votes on executive compensation and consider whether to continuerecommend adjustments to retain the consultant. Company’s executive compensation policies and practices as a result of such votes.   Members: Cari M. Dominguez(1) William Downe William P. Gipson(2) Julie M. Howard 2018 Proxy Statement| 20   (1) Ms. Dominguez is retiring from the board of directors effective May 7, 2021. (2) Mr. Gipson was appointed to the executive compensation and human resources committee in February 2021. In accordance with the terms of its charter, the executive compensation and human resources committee may from time to time delegate authority and assign responsibility with respect to such of its functions to officers of the Company, or to a subcommittee of the committee. The executive compensation and human resources committee took one action by written consent during 2020.   Beneficial Ownership of Directors and Executive Officers    Beneficial Ownership of Directors and Executive Officers19 Set forth in the table below, as of February 23, 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 “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, 2018 by such persons.         Name of Beneficial Owner    Common Stock Beneficially Owned(1)(3)        Right to Acquire Common Stock(1)(2)        Percent of Class   Jonas Prising      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. 21 |ManpowerGroup 2021 Proxy Statement   Beneficial Ownership of Directors and Executive Officers     The table does not include vested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on aone-for-one MEETINGS AND COMMITTEES OF THE BOARD 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:   NOMINATING AND GOVERNANCE COMMITTEE NUMBER OF MEETINGS IN 2020: 6      Patricia Hemingway Hall Chair Each member of the nominating and governance committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange. The functions of this committee are to: •  recommend nominees to stand for election at annual meetings of shareholders, to fill vacancies on the board of directors and to serve on committees of the board of directors; •  establish procedures and assist in identifying candidates for board membership; •  review the qualifications of candidates for board membership, including any candidates nominated by shareholders in accordance with our bylaws; •  periodically review the compensation arrangements in effect for the non-management members of the board of directors and recommend any changes deemed appropriate; •  oversee the annual self-evaluation of the performance of the board of directors and each of its committees and oversee, or ensure another committee oversees, the annual evaluation of the performance of management; •  establish and review, for recommendation to the board of directors, guidelines and policies on the size and composition of the board, the structure, composition and functions of the board committees, and other significant corporate governance principles and procedures; •  oversee the content and format of our code of business conduct and ethics and recommend any changes as deemed appropriate; •  monitor compliance by the non-management directors with our code of business conduct and ethics; •  develop and periodically review succession plans for the directors; •  periodically review the corporate governance guidelines and recommend any changes as deemed appropriate; •  review and recommend categorical standards for determining non-management director independence consistent with the rules of the New York Stock Exchange and other requirements; •  Consider and recommend to the Board the action to be taken with respect to any resignation tendered by a director with respect to a change in professional responsibilities or personal circumstances; and •  approve the retention, compensation and termination of any outside independent advisors to the committee. Members: Gina R. Boswell Julie M. Howard Ulice Payne, Jr.     Director The nominating and governance committee has from time to time engaged director search firms to assist it in identifying and evaluating potential board candidates. The nominating and governance committee did not take any action by written consent during 2020.    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 20   2021 Proxy Statement Board Effectiveness and Evaluation Our board of directors is committed to performing effectively for the benefit of the Company and its shareholders at both the board and committee level. Each year, the nominating and governance committee oversees the board and committee evaluation process and determines the format and framework for the process. Annual Evaluation Process with an Independent Consultant Since 2018, the nominating and governance committee has engaged a third-party consultant, experienced in corporate governance matters, to assist with the board and committee evaluation process. The purpose of the annual evaluation process is to ensure that the board continues to operate at a high level, with an opportunity for self-reflection and improvement. Each year, directors are interviewed by the independent third party, and give specific feedback addressing various topics of focus that are determined in advance. Among other items, topics have included board effectiveness, individual contributions, committee functioning, as well as suggestions to enhance the efficiency and productivity of the board in general. For the 2020 evaluation, the nominating and governance committee determined that individual director effectiveness would also be included as one of the focus areas. Directors respond to questions designed to elicit this information, and the independent third party synthesizes the results and comments received during such interviews. These findings are then presented by the independent third party and the chair of the nominating and governance committee to the nominating and governance committee and to the board, followed by a review and discussion by the full board. The chair of the nominating and governance committee also provides any committee findings to each committee chair, which are used to facilitate discussion during of the committee assessments that also occur annually. The board believes this facilitated process provides additional insight and perspective that it can utilize to further enhance effectiveness, including in areas such as board and committee composition, information flow between management and the board, development of materials for board discussion, focus on corporate strategy and director recruitment.   Compensation Discussion and Analysis    Compensation Discussion and Analysis21 Table of Contents2021 Proxy Statement   Background Compensation Discussion and Analysis Table of Contents Background 24 Executive Summary 24 The Impact of COVID-19 On Our Business and Executive Compensation 24 CEO Compensation was Significantly Adversely Impacted by COVID-19 26 Key Compensation and Governance Policies 28 ManpowerGroup Compensation Principles 29 Say on Pay Vote 30 Shareholder Engagement 30 Compensation Elements 31 Target Total Compensation 34 Market Positioning: For 2020 Target Compensation was Below the Median of the Competitive Market 35 How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group 35 Assessing Individual Factors 35 The Committee’s Decision-Making Process 36 Components of the 2020 Executive Compensation Program — Base Salary 36 Components of the 2020 Executive Compensation Program — Annual Cash Incentives 36 How EPS, ROIC and Revenue are Calculated 36 Why the Company Uses EPS, ROIC and Revenue 37 The 2020 EPS, ROIC and Revenue Goals 37 Annual Incentive Award Opportunities 38 Jonas Prising — Annual Incentive Award Opportunities 38 John T. McGinnis — Annual Incentive Award Opportunities 39 Michelle S. Nettles — Annual Incentive Award Opportunities 39 Richard Buchband — Annual Incentive Award Opportunities 40 Components of the 2020 Executive Compensation Program — Long-Term Incentives 41 Performance Share Units 41 Why the Company Uses Annual Operating Profit Margin and How it Sets Goals 41 Impact of COVID-19 on Performance Share Units and Plan Design 42 Shares Earned for the 2018-2020 Performance Period were Unexpectedly Impacted by 2020 Operating Profit Margin 42 Introduction of a Special Grant and Utilization of a One-Year Performance Period 43 Stock Options 43 Restricted Stock Units 43 Career Shares, Retirement and Deferred Compensation Plans 25 Executive Summary 25 2017 Compensation Reflected Strong 2017 Financial Results 25 We Manage Our Business in Light of Global Macroeconomic Forces, Business Cycles and Complexity 26 Our Executive Pay is Designed to be Variable and Affordable 26 We Focus on Three Key Performance Metrics 27 We Utilize a Broad Group of Comparators for Compensation 27 Key Compensation and Governance Policies 28 CEO Compensation Continues to Follow our Guiding Principle ofPay-For-Performance 29 Objectives of Compensation Program 30 Say on Pay Vote 31 Shareholder Engagement 31 Compensation Elements 32 Pay for Results 34 Target Total Compensation 35 Balancing Short- and Long-Term Compensation 36 Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market 37 How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group 37 Assessing Individual Factors 38 How the Committee Determines Compensation Levels 38 Setting Annual Incentive Goals and Equity Awards for Mr. Prising 39 Setting Annual Incentive Goals and Equity Awards for Messrs. McGinnis, Green, Chandrashekar and Ms. Swan 39 Components of the 2017 Executive Compensation Program 40 Base Salary 40 Annual Cash Incentives 40 Pool Plan 40 How the Committee Sets Underlying Goals for EPS and ROIC 41 Why the Company Uses EPS and ROIC 41 The Committee Also Uses AOUP for Certain NEOs 42 Annual Incentive Award Opportunities by NEO 42 Jonas Prising — Annual Incentive Award Opportunities 42 John T. McGinnis — Annual Incentive Award Opportunities      43 Darryl Green — Annual Incentive Award Opportunities 44 Ram Chandrashekar — Annual Incentive Award Opportunities 44 Mara E. Swan — Annual Incentive Award Opportunities 45 Long-Term Incentives 45                23 |ManpowerGroup 22 2021 Proxy Statement   Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS   Other Benefits 44 Severance Agreements Career Shares and Deferred Compensation Plans 47 Other Benefits 47 Severance Agreements 47 Additional Executive Compensation Policies 48 We Have Stock Ownership Guidelines for Executive Officers 48 We Have Adopted a Clawback Policy 48 We Prohibit Hedging Transactions 48 We Provide Limited Expatriate Benefits 48 Realizable Pay in 2017 49 Supplemental Table of CEO Realizable Compensation 49 Other Material Tax Implications of the Executive Compensation Program 50 44 Governance Features of Our Executive Compensation Programs 44 We Have Stock Ownership Guidelines for Executive Officers 44 We Have a Clawback Policy 45 We Prohibit Hedging, Pledging and Short-Sale Transactions 45 Realizable Pay in 2020 45 Supplemental Table of CEO Realizable Compensation 46 Other Material Tax Implications of the Executive Compensation Program 46                2018 Proxy Statement| 24 23   2021 Proxy Statement Compensation Discussion and Analysis   COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Background This compensation discussion and analysis (“CD&A”) describes ManpowerGroup’s executive compensation program for our executive officers for whom disclosure is required under the rules of the Securities and Exchange Commission (“SEC”). We refer to this group of executives as our named executive officers (“NEOs”). Mara Swan, our former Executive Vice President, Global Strategy and Talent, retired from the Company effective March 7, 2020.   BackgroundNAME TITLE This compensation discussion and analysis (“CD&A”) describes ManpowerGroup’s executive compensation program for our executive officers for whom disclosure is required under the rules of the Securities and Exchange Commission (“SEC”). We refer to this group of executives as our named executive officers (“NEOs”). ManpowerGroup’s NEOs for the year ended December 31, 2017 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, 2017. Our NEOs are listed below with their titles as of December 31, 2017: Jonas Prising — Chairman and Chief Executive Officer John T. McGinnis — Executive Vice President and CFOChief Financial Officer Michelle S. Nettles Darryl Green — President Chief People and Chief OperatingCulture Officer Richard Buchband Ram Chandrashekar — Executive Senior Vice President, Operational ExcellenceGeneral Counsel and IT, and President, Asia Pacific Middle EastSecretary Mara E. Swan — Former Executive Vice President, Global Strategy and Talent Executive Summary The Impact of COVID-19 On Our Business and Executive Compensation Our executive compensation programs are designed to incentivize and reward performance. In a typical year, we are focused largely on maintaining pricing discipline and strong cost management, and on pursuing our strategic plans and the operational efficiency of our business. But 2020 was not a typical year. As a global enterprise, with the majority of our revenues based in Europe, we experienced significant disruption as many of our key countries, including France and Italy, were impacted by COVID-19, with government-mandated lockdowns and restrictions beginning in the spring of 2020. The disruption quickly expanded as the pandemic affected our operations worldwide. Our focus pivoted immediately to ensuring the health and safety of our people, protecting the viability of our enterprise, and helping clients and governments navigate a period of unprecedented economic uncertainty and political and cultural unrest. Our executive team was able to deliver more than $18 billion in revenue, with positive operating profit and EPS, and strong cash flow that enabled the company to maintain and then increase its semi-annual dividend payments in 2020. The team demonstrated their operational, financial and human capital leadership with a swift transition to a remote work environment, the execution of significant expense reductions to mitigate gross profit declines, and the bolstering of cash management and collections capabilities to preserve liquidity. We also continued to pursue key strategic initiatives, including critical technology implementations and cost transformation initiatives. During this time, we have remained committed to pay for performance. We did not modify the financial metrics in our annual incentive program even though the onset of COVID-19 occurred just weeks after the Executive Compensation and Human Resources Committee (the “Committee”) completed 2020 goal-setting, such that the metrics were immediately obsolete. Similarly, the three-year performance cycles under our long-term incentive program were adversely impacted. This reduced considerably the realizable compensation for our executive team. Additionally, for portions of the second and third quarters, during the most acute period of economic uncertainty, our executive officers voluntarily reduced their base salaries in recognition of the hardship being experienced by others. Our Board of Directors took similar action, voluntarily reducing their cash compensation during this period. 24 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Annual Incentive Payouts for 2020 2017 Compensation Reflected Strong 2017 Financial Results Our executive compensation programs are designed to reward performance, and 2017 was a strong year,Consistent with revenue growth in constant currency in most of our major markets. Management continued to focus on improving our operating leverage and operational efficiency. We enjoyed strong results in ourprior years, the Committee set key financial performance metrics of in mid-February 2020, as summarized below. •  Earnings Per Share Return– Designed to focus our executives on Invested Capital and Operating Profit Margin Percent, as shown below. The Committee determined the compensationproducing financial results that align with shareholder interest. We consider this metric a critical measure of our NEOs for 2017 based on our results on these three metrics, as further described in this CD&A.executive performance. Constant Currency. The Committee has determined that, for purposes of our compensation plans, our key performance metrics of EPS and ROIC should be calculated on a constant currency basis to ensure our annual incentives reflect the underlying performance of our businesses. By eliminating the impact of changes in foreign currency exchange rates, 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. 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 calculationsone-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%. Earnings Per Share - Diluted (“EPS”), as reported •  Return on Invested Capital (“ROIC”) – Even though we operate in the services industry, our business is capital intensive. We must pay our associates and consultants before we typically bill and collect from our clients. ROIC measures how efficiently we are converting our services into cash. •  Revenue – We believe Revenue is a key metric as it keeps executives focused on top-line growth, in addition to profitability. Additionally, the Committee set key performance indicators (KPIs) for executives based on individual operating objectives. Due to the global pandemic, we did not meet the financial metric threshold levels set by the Committee. As a result, the NEOs only received payouts related to the individual KPIs. These included, for the CEO, the Committee’s recognition of his leadership during the crises and the progress on key strategic and transformational objectives despite the pandemic. Long-Term Incentive Payouts for 2020 The sudden impact of the pandemic also had a significant negative impact on our profit margins in 2020. This resulted in a sizeable decline in Operating Profit Margin Percent (“OPMP”), as reported in 2020, significantly below the level of the prior two years.   •  Performance Share Units (“PSUs”) represent the largest component of performance pay for our NEOs. There, our key performance metric is OPMP which measures how efficiently our executive officers have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits, and it is the cornerstone of our long-term incentive plan. This level of OPMP performance in 2020 against the OPMP benchmarks set by the Committee brought down the payout percentage for the PSU awards for the 2018-2020 performance cycle to the threshold level. The significant reduction in 2020 OPMP will also have an adverse impact on awards covering the 2019-2021 and 2020-2022 cycles. 25 |ManpowerGroup 25 2021 Proxy Statement   Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Annual Incentive Plan Metrics (2020) PSU Performance Metric — Operating Profit Margin Percent (2018 - 2020 performance cycle)     Restructuring Costs. Lastly, for 2017the Committee determined that, for purposes of our compensation plans, the EPS and ROIC calculations should exclude restructuring costs, net of the savings related to these costs, as this better reflects the Company’s performanceThe average OPMP for the year. This adjustment increased EPS by $0.13and resulted2018-2020 performance cycle was 3.10%, resulting in an EPS figure for 2017a payout percentage of $6.96 under our compensation plans. ROIC increased by 0.2% and resulted in an ROIC figure for 201750% 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, were as follows:target.   See page 41 for an explanation of the calculations for EPS and ROIC and page 46 for OPMP. We Manage Our Business in Light of Global Macroeconomic Forces, Business Cycles and Complexity We derive approximately 87% of our revenue from outside the United States, with the largest portions coming from our operating segments in Southern Europe (41%), Northern Europe (25%) and Asia Pacific Middle East (13%). Our business is truly global in nature and 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 our global, multinational and local 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. 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, focusing on enhancing productivity and efficiency throughout our business.Strong revenue growth and our continued operating discipline contributed to an increase in earnings of 22.9% as reported, or 21.3% in constant currency, for ManpowerGroup in 2017. Excluding theone-time benefit resulting from U.S. and French tax reform, earnings increased 6.3% or 4.7% in constant currency in 2017. Our Executive Pay is Designed to be Variable and Affordable We believe the interests of our shareholders are served when strong operating performance drives enhanced financial performance. Therefore, the pay for our CEO and our other 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. CEO Compensation was Significantly Adversely Impacted by COVID-19 We remain committed to performance-based compensation. Approximately 75% of Mr. Prising’s 2020 target compensation was tied to Company performance and 90% of his total pay was variable. The discussion below highlights each component of Mr. Prising’s compensation in 2020. Base Salary: The Committee determined Mr. Prising’s base salary for 2020 to be $1,250,000. However, in response to the COVID-19 pandemic, the Committee and Mr. Prising agreed to a temporary reduction of 30% in his base salary from April to August 2020. This reduction did not have an impact on the calculation of Mr. Prising’s annual incentive for 2020.   Earnings Per Share - Diluted (“EPS”), under our compensation plans Return on Invested Capital (“ROIC”), under our compensation plans Operating Profit Margin Percent (“OPMP”), under our compensation plans 2018 26 2021 Proxy Statement| 26 Compensation Discussion and Analysis   We Focus on Three Key Performance Metrics In 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. In addition to these three metrics, the Committee also sets individual operating objectives for each executive officer. We Utilize a Broad Group of Comparators for Compensation It is difficult to find an industry-specific group of peer companies for benchmarking our executive compensation. We are significantly larger than other U.S. listed companies in our industry (with $21.0 billion in revenue in 2017, compared to $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 89 companies within the S&P 500 and is designed to properly benchmark our NEOs’ compensation against the relevant talent marketplace. The Committee believes that using this group provides a robust basis for comparing us to companies of similar scale and also represents the universe oftop-tier companies we consider when looking for executive talent. 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 Key Compensation and Governance Policies The Committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our shareholders. Some of our key policies are summarized below: WHAT WE DO: WHAT WE DON’T DO: ✓ We tie pay to performance, including the use of performance share units. The majority of executive pay is performance-based and variable. × We do not 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 Compensation Discussion and Analysis       COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Annual Cash Incentive: Payout was Approximately 38.0% of Target. All of the financial metrics set by the Committee for the 2020 annual incentive fell below the threshold level. Therefore, the payout awarded by the Committee is based solely on Mr. Prising’s achievement of individual operating objectives as CEO, as shown under “Operating Objectives” below. This resulted in an annual cash incentive payout for Mr. Prising that was 38.0% of target.      2020 ACTUAL PAYOUT $        % COMPARED TO TARGET   EPS Goal      —          —   ROIC Goal      —          —   Revenue Goal      —          —   Operating Objectives      760,000          190.0 %  Total      760,000          38.0 %  Long-Term Equity Awards. In 2020, Mr. Prising received three types of long-term equity grants: Approximately 60% were PSUs, that can be earned over three years based on OPMP goals. Approximately 20% were stock options that vest over a four-year period. Approximately 20% were restricted stock units (“RSUs”) that cliff vest in full after three years. Realizable Pay. We calculate realizable pay for Mr. Prising to illustrate the impact of Company performance and stock price on compensation granted or awarded to him during the year. This is a technique to show the year-end value of the CEO’s compensation package, which is different from the Summary Compensation Table requirement. The Company’s below-threshold financial performance due to COVID-19, coupled with the decline in the stock price during the year (from $97.10 to $90.18), resulted in Mr. Prising’s calculated realizable pay being $9.6 million for 2020. In this calculation, Mr. Prising’s grant of PSUs in 2020 is valued at target levels, even though target is now unlikely to be achieved. This compares to $11.9 million of total compensation shown in the Summary Compensation Table using SEC reporting methodology. It also reflects a 26% decrease from his realizable pay for 2019. COVID-19 adversely impacted the value of the PSUs granted in 2020, which were premised on projections and goals set in February 2020, before the onset of the pandemic. Based on performance to date against those goals, the likely value of the 2020 PSU grants is $0. We have supplementally calculated Realizable Pay on this basis, showing no shares being earned. In this calculation, Mr. Prising’s realizable pay for 2020 is $3.8 million. See page 45 for further details. CEO Realizable Pay in 2020   WE MAINTAIN STRONG COMPENSATION AND CORPORATE GOVERNANCE PRACTICES:   Over the years we have continued to enhance our compensation and corporate governance practices: ✓ Use ROIC as a key performance metric: We replaced Economic Profit with ROIC to more clearly measure how effectively we are using our capital. ✓ Return to3-year performance period 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. CEO Compensation Continues to Follow our Guiding Principle of27 Pay-For-Performance We remain committed to performance-based compensation. Approximately 75% of Mr. Prising’s 2017 target compensation was tied to Company performance and 89% of his total pay was variable. As a result of our strong financial performance in 2017, Mr. Prising’s total compensation in 2017 was 103%of target. The discussion below highlights each component of Mr. Prising’s compensation in 2017. Annual Cash Incentive: Payout Was 119% of Target. In light of the financial performance of the Company and the Committee’s assessment of Mr. Prising’s achievement of his operating objectives as CEO, Mr. Prising’s annual cash incentive payout was 119% of target. The following table shows the actual cash incentive payout to Mr. Prising for 2017:             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. Mr. Prising’s 2017 compensation package included three long-term equity components: Approximately 60% of long-term awards were performance share units. Similar to 2016, these performance share units use a three-year performance period. They are calibrated to Operating Profit Margin Percent, which the Committee believes correctly focuses executive officers on long-term profitability. Following completion of the 2017-2019 performance period, the Committee will compare Operating Profit Margin Percent performance against target levels. 29 |ManpowerGroup2021 Proxy Statement   Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS — EXECUTIVE SUMMARY Key Compensation and Governance Policies The Committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our shareholders. Some of our key policies are summarized below:   Approximately 20% of What We Do We tie executive pay to performance. We set challenging performance objectives that align with company performance. We appropriately balance short-term and long-term awards wereincentives. We have caps on the potential payouts under the PSU grants and our annual incentive program. We use double triggers in our severance agreements and our equity awards. We maintain significant stock options that vest overownership guidelines for our NEOs. We have a four year period. Approximately 20% of long-term awards were restricted stock units that cliff vestclawback policy for our cash incentive and equity awards. The Committee engages an independent compensation consultant. We use appropriate peer groups when establishing compensation which the Committee devotes considerable effort in full after three years. Realizable Pay Reflected Stock Price Appreciation. Although were-evaluating on an annual basis. We regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation. What We Don’t Do We do not utilize TSRuse Total Shareholder Return (“TSR”) as a performance metric we calculated realizable pay for Mr. Prising to show the impact of Company performance andour NEOs. In our experience, TSR captures fluctuations in stock price, on his compensation granted or awarded duringrather than measuring the year. The Company’sperformance of our executive team in operating our business. Our stock price appreciated significantly during 2017: from $88.87 on January 1, 2017can be sensitive to $126.11 as of December 31, 2017. Theyear-end price of $126.11 as of December 31, 2017 resulted in Mr. Prising’s calculated realizable pay being $14.2 million for 2017, which is substantially greater than the total compensation shownperceived changes in the Summary Compensation Tableglobal business climate, with fluctuations in stock price that are often de-coupled from the fundamentals of our business. We do not provide tax gross up payments for any amounts considered excess parachute payments. We do not pay dividends on PSUs and only pay dividend equivalents on RSUs if and when they vest. We do not encourage undue risk taking in our compensation plans. By using SEC reporting methodology. This isvaried financial metrics and setting caps on potential payouts the company mitigates undue risk taking. We do not surprising givenpermit the significant equity componentrepricing of Mr. Prising’s total compensation and the significant return enjoyed bystock options without prior shareholder approval, except in connection with a transaction. We do not allow hedging or pledging of ManpowerGroup stock. We do not provide excessive perquisites to our shareholders in 2017. In 2016 Mr. Prising’s realizable pay was less than his reported compensation, despite strong operating performance, due to the intrinsic value of his stock options. See page 49 for further details.NEOs. Other Compensation Was Limited. The level of perquisites provided to Mr. Prising is limited. We reimburse him for financial planning expenses which are capped at $12,000 per year. Prior to 2016, we provided a car lease to Mr. Prising under our broad-based auto program, in which Mr. Prising was responsible for 25% of the lease payments. Mr. Prising no longer participates in that program. Mr. Prising’s Other Compensation in 2017 also included a company match and profit sharing contribution under our Nonqualified Savings Plan, in which Mr. Prising has elected to participate. Mr. Prising does not have a current pension plan, and is not eligible to participate in the Company’s 401(k) plan. Objectives of Compensation Program28 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, 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS ManpowerGroup Compensation Principles Our Committee is guided by a series of principles, listed below. Within the framework of these principles, the Committee considers governance trends, the competitive market, corporate, business unit and individual results, and various individual factors. ManpowerGroup’s executive compensation guiding principles are to:   • Pay for results: We tie a significant portion of compensation to the achievement of Company and business unit goals as well as to recognize individual accomplishments that contribute to 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. Pay for results: We tie a significant portion of compensation to the achievement of Company and business unit goals as well as to recognize individual accomplishments that contribute to success. For example, in 2020, approximately 60% of the CEO’s and 57% of the CFO’s target compensation, respectively, was tied to short- and long-term financial performance goals.   • Not pay for failure:We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure. In 2017, all of the executives met at least the threshold level for each performance-based incentive element. Not pay for failure: We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure.   • Align with shareholder interests: The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, 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. Align with shareholder interests: The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, PSUs, which make up approximately 45% of target compensation for the CEO and 40% for the CFO, respectively, are tied to operating profit margin, which we believe helps to drive enterprise value. Stock options and RSUs are directly aligned with shareholders’ economic interests as the ultimate value the NEOs realize is dependent upon the value of our stock. In addition, a substantial portion of the annual cash incentive awards paid to our CEO and CFO is based on achievement of EPS, ROIC and Revenue goals for the year.   • 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.   • Balance cash and equity: We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company. Use internal and external performance reference points: We evaluate the elements of our compensation program against appropriate comparator company practices as well as other executives within the Company. However, identifying our competitive market is a challenge. See page 35 for further information regarding our competitive market.   2018 Proxy Statement| 30 Recognize the cyclical nature of our business:Our business is highly cyclical, and our financial results are impacted by global economic cycles, which are difficult to predict. In determining executive compensation, the Committee tries to strike an appropriate balance between fixed and variable pay, and to create meaningful incentives at all points in an economic cycle. Pay competitively:In order for ManpowerGroup to be successful, we need senior executives who have the capability and experience to operate in a global and complex environment. The Committee believes it must provide pay opportunities to the NEOs that are competitive in order to attract and retain executives of this caliber. Attract and retain executives: The Company benchmarks its compensation program for the NEOs so that the structure and pay opportunities remain competitive in order to attract and retain executives. Assure total compensation is affordable: Our NEOs’ compensation is variable year-over-year, which means compensation is higher when financial objectives are achieved, and incremental compensation is more affordable for the Company and compensation is lower when financial results decline, and it is less affordable for the Company. In addition, payouts under the annual cash incentive plan and the PSUs are capped at the outstanding performance levels, which make the maximum cost predictable and ensures affordability. Clearly communicate plans so that they are understood: We clearly communicate to each NEO their specific goals, targets and objectives to ensure our executives are focused on achieving the financial and operational results that the Committee believes will best promote shareholder value. 29   2021 Proxy Statement Compensation Discussion and Analysis       • Use internal and external performance reference points:We evaluate the elements of our compensation program against appropriate comparator company practices as well as other executives within the Company. However, identifying our competitive market is a challenge. See page 37 for further information regarding our competitive market. COMPENSATION DISCUSSION AND ANALYSIS   • 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. Say on Pay Vote ManpowerGroup held anon-binding shareholder advisory vote at its 20172020 Annual Meeting of Shareholders to approve the compensation of ManpowerGroup’s NEOs, also known as “Say on Pay.” This shareholder resolution was approved by approximately 91% of the votes cast. This was the fourth seventh consecutive year we received a say on pay result above 90%, which we believe demonstrates our shareholders’ satisfaction with the alignment of our NEOs’ compensation with the Company’s performance. In some years, this result has been as high as 98%. Accordingly, we have not made significant changes to the compensation program for 2018. Shareholder Engagement We believe that shareholder engagement is an important part of our governance practices. Over the past three years, we have enhanced our shareholder outreach program,2020 in response to better understand our investors’ perspectives on our compensation philosophies and our governance structure, and to answer their questions. These efforts are conducted by members of executive management, and have included: this vote.   Contacting our top shareholders, representing more than 50% of our shares. Meeting with shareholders representing approximately 30% of our shares. Presenting shareholder feedback to the Committee as well as the nominating and governance committee. The Committee evaluated this feedback, as well as 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 Shareholder Engagement We believe that shareholder engagement is an important part of our governance practices. Over the past five years, we have enhanced our shareholder outreach program, to better understand our investors’ perspectives on our compensation philosophies and our governance structure, and to answer their questions. These efforts are conducted by members of executive management, and over time have included: Contacting our top shareholders, representing more than 50% of our shares. Meeting with shareholders representing approximately 40% of our shares. Presenting shareholder feedback to the Committee as well as the nominating and governance committee. The Committee evaluated this feedback, as well as our say on pay voting results (91% in 2020 and 95% in 2019), among other factors in developing our executive compensation programs as discussed in this CD&A. Similarly, our nominating and governance committee has reviewed the feedback concerning our governance practices in developing our governance policies, including our approach to board refreshment. Additionally, our executive management team, primarily through our Chairman and CEO and Executive Vice President and CFO, regularly engage in dialogue with our shareholders through our quarterly earnings calls, investor meetings and conferences, and other channels for communication.   31 |ManpowerGroup 30 2021 Proxy Statement   Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS Compensation Elements The following are the main elements used by ManpowerGroup in its compensation program in 2020 along with key decisions by the Committee related to those elements:   COMPENSATION ELEMENT KEY CHARACTERISTICS OBJECTIVE AND DETERMINATION 2020 DECISIONS Base Salary Fixed compensation for performing the core areas of responsibility in amounts that are competitive in the markets in which we operate. Provide fixed compensation for performing the core areas of responsibility of the NEO. These are reviewed annually and adjusted when appropriate.   Compensation Elements The following are the main elementsFactors used by ManpowerGroup in its compensation program in 2017 along with key decisions by the Committee related to those elements:determine base salaries:   Compensation Element Key Characteristics Objective and Determination 2017 Decisions Base Salary Fixed compensation for performing the core areas of responsibility in amounts that are competitive in the markets in which we operate. Provide a fixed compensation for performing the core areas of responsibility of the NEO. These are reviewed annually and adjusted when appropriate. •  NEO’s experience, skill, and performance. •  The breadth of the NEO’s responsibilities. •  Internal equity among other NEOs. •  Pay relative to market. None of the NEOs received an increase in base salary in 2020. Additionally, each of the NEOs agreed to a temporary reduction in their base salary for a period that began in April and ended in August. This reduction was 30% in the case of Mr. Prising and 15% in the case of Mr. McGinnis, Ms. Nettles and Mr. Buchband. Ms. Swan had retired from the Company prior to this date. Annual Incentive Award Variable compensation payable in cash based on performance against annually established goals and assessment of individual performance. Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year. Measures used to determine annual incentive for NEOs in 2020:   Factors used to determine base salaries: •  NEO’s experience, skill, and performance. •  The breadth of the NEO’s responsibilities. •  Internal equity among other NEOs. •  Pay relative to market. •  All of the NEOs received an increase in base salary in 2017. Annual Incentive Award Variable compensation payable in cash based on performance against annually established goals and assessment of individual performance. Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year. Measures used to determine annual incentive for NEOs in 2017: •  The annual incentives for the NEOs were made under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan (“Pool Plan”). The maximum aggregate annual incentive earned could not exceed a certain percentage of gross profit (the “Pool”). Each NEO in the Pool Plan could not earn more than his or her allocated portion of the Pool. The annual incentive was further limited by the Committee’s negative discretion. •  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 2017 was $26.1 million. Mr. Prising’s portion of the Pool for 2017 was $8.4 million. However, the individual limit under the Pool Plan is $5 million, which was less than his share of the Pool. •  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. •  The AOUP level for Mr. Chandrashekar was between the target and outstanding level. •  Each of the NEOs received a percentage of their incentive for achieving a specified level of the operating objectives. •  See page 40 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 2017-2019 performance period to receive any PSU vesting. •  Payout levels for threshold, target and outstanding results are determined, and the actual payout percentage is calculated by interpolation. •  However, if average operating profit does not meet a certainpre-determined dollar “gate” over the 2017-2019 performance period, NEOs will not receive more than 100% of the target level payout. •  In 2017, performance share units represented approximately 60% of the total long-term equity incentive grants awarded to all of the NEOs. •  Also in 2017, for the PSUs granted in 2015, the NEOS earned140%of target performance share units based on the three-year performance period ended December 31, 2017. •  See page 46 for more information. Restricted Stock Units Variable compensation payable in shares of stock. 100% of the restricted stock units vest on the third anniversary date. •  Restricted stock units cliff vest in full after three years and are paid in stock. •  Through stock price and dividend equivalents, restricted stock units directly align NEOs with the shareholders and add balance to the compensation program as they provide both upside potential and downside risk and add an additional retention incentive. Amount awarded is determined based on job scope, market practice and individual performance. •  Approximately 20% of all of the NEOs’ long-term equity incentive grants in 2017 were in the form of restricted stock units. Stock Options Nonqualified stock options that expire in ten years and become exercisable ratably over four years. •  Align the interests of the NEOs with long-term shareholder value as well as retain executive talent. Amount awarded is determined based on job scope, market practice and individual performance. •  Approximately 20% of all of the NEOs long-term equity incentive grants in 2017 were in the form of stock options. 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. •  Although we maintain a qualified 401(k) plan in the United States, our NEOs are not eligible to participate (except as described in the following sentence) because of limitations on participation by highly compensated employees under the rules governing such plans. NEOs are eligible to participate only in the first year of their employment and in makingcatch-up contributions for individuals over the age of 50. •  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. McGinnis and Ms. Swan participated in the NQSP in 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 an incentive in the form of restricted stock units to attract and retain executives. The Committee considers each year whether to make any such grants and to whom. •  No grants of career shares were made to the NEOs in 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. Pay for Results Our executive compensation program is designed to motivate our NEOs to contribute to the Company’s long-term performance and success. As such, the following pay components include pay for results features: Annual Incentive Award:Performance goal ranges for our cash-based annual incentive award were established for Mr. Prising, Mr. McGinnis, Mr. Green and Ms. Swan for the performance metrics EPS and ROIC. For Mr. Chandrashekar, performance ranges were established for EPS, ROIC and AOUP, since his responsibilities included an operating unit. Award opportunities are established for achievement at threshold, target and outstanding levels. Payouts are generally based on actual performance on these metrics as well as the individual operating objectives for each NEO. For 2017, incentive awards for the NEOs were made under the Pool Plan, which dictates that the NEOs cannot receive more than their allocable share of the Pool established under the Pool Plan. The maximum aggregate annual incentives that can be earned by the NEOs 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. Performance Share Units:Approximately 60% of the NEOs’ long-term awards for 2017 were made in the form of performance share units. As stated earlier, the NEOs receive a certain number of shares of stock at the end of a specified period based on achievement measured againstpre-established performance goals for that period, typically operating profit margin percent. Similar to 2016, the Committee used a three-year performance period (2017-2019) for performance share unit awards. Award opportunities are established for achievement at threshold, target and outstanding levels. The Committee believes using operating profit margin percent is appropriate because it is a driver of shareholder value. Stock Options:Approximately 20% of the NEOs’ long-term awards are made in the form of stock options. The Committee believes stock options provide an important overall longer term incentive for the NEOs. Because stock options are granted at a specific value on the date of grant, the ultimate compensation realized will depend on the stock price at the time of exercise. Target Total Compensation Target total compensation is the value of the compensation package that is intended 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 2017 among the various compensation elements: The Committee’s compensation consultant, Mercer, provides the Committee with market data that is used in setting target levels for compensation for the NEOs. Actual compensation paid out to the NEOs in a given year may vary significantly from the target levels depending on the actual performance achieved under thepre-established financial and operating goals set by the Committee. The target compensation is detailed for each NEO in the following table. 2017 Target Compensation Components Base Salary Annual Incentive Target Performance Share Units Stock Options Restricted Stock Units Prising McGinnis Green Chandrashekar Swan 35 |ManpowerGroup   Compensation Discussion and Analysis This table outlines the values of the various elements and the percentage of each NEO’s total target compensation package that is variable (both short- and long-term) and performance-based (both short- and long-term). 2017 NEO Target Compensation                   NEO Base Salary Annual Incentive Stock Options(1) Performance Share Units(1) Restricted Stock Units(1) Total 2017 Target Comp % Total 2017 Target Comp Variable(2) % Total 2017 Target 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 2017, as computed in accordance with FASB ASC Topic 718. (2) Includes annual incentive, stock options, performance share units and restricted stock units. (3) Includes annual incentive, stock options and performance share units. Balancing Short- and Long-Term Compensation The Committee also considers how much incentive compensation is short-term in nature, and how much is long-term, with the intention that a significant portion of incentive compensation be based on the long-term performance of the Company. This reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term success of the Company. The following chart details how incentive compensation is allocated between short-term (annual cash incentive) and long-term incentive compensation (stock options, performance share units and restricted stock units) for each of the NEOs. 2017 Long-Term vs. Short-Term Incentive Compensation Long Term Incentive Short Term Incentive Prising McGinnis Green Chandrashekar Swan 2018 Proxy Statement| 36 Compensation Discussion and Analysis   Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market The Company’s practice is to target compensation outcomes generally to the 50th percentile of compensation paid in the competitive market fortarget results. Our maximum award opportunities foroutstanding results are generally set to approximate the 75th percentile of the competitive market. This is not strictly formulaic and some compensation levels or award opportunities may fall above or below the reference points. When setting each component of compensation, the Company takes into consideration the allocation of awards in the competitive market between current cash compensation andnon-cash compensation including stock options, performance share units and restricted stock units. How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group Our Committee has devoted considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation, given that we are significantly larger and more global in scope than other U.S.-listed companies in our industry. The following outlines the analysis by the Committee, and its independent compensation consultant, Mercer, to develop meaningful peer groups. The Committeeprimarily utilizes a customized peer group developed by Mercer consisting of companies within the S&P 500. For ManpowerGroup, Mercer has removed companies that are not comparable to us, to arrive at a research subset of 89 companies within the S&P 500 with minimum revenues of approximately $13 billion, maximum revenues of approximately $39 billion, and median revenues of $20 billion. The Committee believes that using this group provides a robust basis for assessing the competitive range of compensation for senior executives of companies of ManpowerGroup’s scale and that it also represents the universe oftop-tier companies we consider when looking for executive talent. A list of the companies included in the peer group used by ManpowerGroup is attached asAppendixA-1. One reason we utilize the customized set of comparison companies is that it is difficult to find an industry-specific group of peer companies. Our two largest competitors, Adecco and Randstad, are based in Europe, and although we review available compensation data for these two companies, their pay practices are different and full compensation data is not disclosed. Our nearest U.S. public competitor had revenue of approximately $5.4 billion in 2017 compared to our revenue of $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. The Committeesecondarily utilizes data from U.S. compensation surveys published by Mercer and other third-party data providers that are recommended by Mercer as a means to evaluate compensation for certain NEO’s position. For the CEO, CFO and COO, their positions were only compared to companies within the subset group of the S&P 500. For NEOs with responsibility for leading a business unit, 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. For executives whose positions were located outside of the U.S., ManpowerGroup also took into account international (regional and local) compensation survey data in an effort to set compensation that is not only equitable among the members of a global team, but also competitive within the global markets where ManpowerGroup competes for talent. 37 |ManpowerGroup   Compensation Discussion and Analysis   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 Survey of Top Division Executives Mara Swan(1) S&P 500 Data of Top HR Management Executive U.S. Published Survey of Top HR Executives (1) The market data used for Ms. Swan includes a 20% premium to reflect additional global strategy responsibilities. Prior to setting compensation for 2017 for our NEOs, the Committee reviewed the following table which illustrates how the total opportunity at target performance for total direct compensation for 2016 compared to the median compensation of executives in similar positions taken from the primary data source used for that executive. Total Direct Compensation NEO % Variance Median of Competitive Market(1) Jonas Prising (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 500. For Mr. Chandrashekar and Ms. Swan, the primary data source was a composite of the peer group subset of the S&P 500 and published surveys. Based on the foregoing benchmarking, and the input of Mercer, compensation levels for the NEOs were increased in 2017 after review by the Committee. In each case, base salary and equity were increased. Assessing Individual Factors An individual NEO’s total compensation or any element of compensation may be adjusted upwards or downwards relative to the competitive market based on a subjective consideration of the NEO’s experience, potential, tenure and results (individual and relevant organizational results), internal equity (which means that comparably positioned executives within ManpowerGroup should have comparable award opportunities), the NEO’s historical compensation, and any retention concerns. The Committee uses a historical compensation report to review the compensation and benefits provided to each NEO in connection with its compensation decisions concerning that NEO. How the Committee Determines Compensation Levels 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. Mercer also provided input to the Committee regarding the final 2017 compensation 2018 Proxy Statement| 38 Compensation Discussion and Analysis   for all of the NEOs. This input reflected the Company’s performance results for 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. McGinnis and Mr. Green, who were our executives at this level. Setting Annual Incentive Goals and Equity Awards for Mr. Prising 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 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. Setting the operating objectives for the CEO begins with the CEO recommending to the Committee the objectives for himself for the year. The Committee reviews and ultimately approves these operating objectives, subject to any adjustments, in the context of ManpowerGroup’s strategic and financial plans. At each Committee meeting during the year, the Committee reviews the progress the CEO is making towards the achievement of his financial goals and operating objectives for the year. After the close of each year, the Committee reviews and approves, subject to ratification by the board of directors, an award amount for the annual cash incentive based on whether the annual 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. 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. Setting Annual Incentive Goals and Equity Awards for Messrs. McGinnis, Green, Chandrashekar and Ms. Swan The process for setting the annual financial goals for the other NEOs also begins with collaboration between Mercer, the CFO and the Executive Vice President, Global Strategy and Talent selecting the objective financial metrics and establishing proposed goals for those selected metrics for each of the NEOs. The recommended financial metrics and proposed goals are then reviewed and approved by the CEO. The EPS and ROIC metric is used for each NEO, with the same goals as those used for the CEO. The CFO and the Executive Vice President, Global Strategy and Talent recommend the proposed goals and award opportunities for Mr. Chandrashekar’s other objective financial metric, AOUP, which is then reviewed and approved by the CEO. The Committee reviews these recommended financial goals, makes any adjustments it deems appropriate and then approves the financial goals and range of award opportunities, including the weighting of each goal. For 2017, Mr. Prising approved the operating objectives for Messrs. McGinnis, Green, Chandrashekar and Ms. Swan, which were reviewed by the Committee. 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 Messrs. McGinnis and 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 by the board of directors in the case of the CFO and President. These are generally based on recommendations by the CEO (although not with regard to himself). The Committee may make grants to NEOs at other times during the year, as it deems appropriate. The grant date for the 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. Components of the 2017 Executive Compensation Program Base Salary Base salaries for NEOs are set near the median of base salaries paid in the relevant competitive market, for the particular position, subject to individual performance factors as described earlier. For 2017, the committee increased the base salary paid to each of the NEOs 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 President, Asia Pacific Middle East); and Ms. Swan, $610,000. 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. Annual Cash Incentives Pool Plan For 2017, annual incentive grants for our NEOs 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 was designed to maintain our ability to deduct the incentives to the greatest extent permitted under Section 162(m) of the Internal Revenue Code. Despite the repeal of the performance-based compensation exception under Section 162(m) at the end of 2017, the Committee chose to maintain the design of the Pool Plan and continued to use the Pool Plan procedures for its 2017 annual incentive awards. For 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 was the lesser of the shareholder approved maximum individual payout under the Pool Plan of $5.0 million or a percentage of the gross profit pool as approved by the Committee in advance. Under the Pool Plan, the total incentive payout to executives is limited to 100% of the pool. During the first quarter of 2017, the Committee approved the pool allocations for each of the NEOs as follows: Mr. Prising (32%), Mr. McGinnis (9%), Mr. Green (12%), Mr. Chandrashekar (7%) and Ms. Swan (7%), 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 used 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 2017 received a cash incentive payment significantly less than his or her allocable share of the pool. 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 2018 2018 Proxy Statement| 40 Compensation Discussion and Analysis   the committee approved the Annual Incentive Plan (the “Incentive(“Incentive Plan”). The Incentive Plan provides for the payment of annual awardscash rewards to a participant based on the Company’s attainment of one or more financial goalsperformance metrics 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 forindividual limit in any year under the Incentive Plan is $5 million. How the Committee Sets Underlying Goals for EPS and ROIC As noted above, the annual cash incentives for NEOs are based on two objective factors — EPS and ROIC — plus regional operating unit performance, where applicable, and individual performance objectives. For EPS and ROIC, the Committee sets target outcomes at a number that reflects an annual growth target. As mentioned earlier, beginning in 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. Also beginning in 2016, the 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: EPS — net earnings per share — diluted, including net earnings from continuing and discontinued operations, but excluding the impact of currency, any cumulative effects of changes in accounting principles, extraordinary items or goodwill impairment or the benefit of current year share repurchases in excess of dilution. ROIC — consolidated net operating profit after taxes divided by average capital. Net operating profit equals earnings before income taxes plus net interest expense and goodwill impairment (including the results of continuing and discontinued operations) minus taxes, excluding the impact of currency. Average capital is the average monthly ending balance of capital employed plus or minus adjustments. The EPS target is generally based on the Company’s targeted long-term growth rate for EPS, but may be adjustedyear-by-year based on economic conditions and the Company’s expected financial performance for the year. From that target, the Committee then sets levels for threshold and outstanding performance. The threshold EPS growth rate reflects a level of performance that is below target but still appropriate for a partial award to be earned. Conversely, the outstanding EPS growth rate reflects a level of performance appropriate for the maximum incentive to be earned. So the comparisons are valid between the two years, the growth rates are based on growth over results of the previous year excludingnon-recurring items. The ROIC target is then determined based on the earnings growth reflected by the EPS target as well as consideration by the Committee of factors relating to the Company’s level of capital. The other financial performance metrics under the plan used to determine NEOs annual incentive were EPS, ROIC and Revenue for all NEOs. None of the NEOs received a payout related to the 2020 financial metrics of EPS, ROIC and Revenue because the levels achieved were below the threshold levels in 2020. •  Each of the NEOs received a percentage of their incentive for achieving a specified level of their individual operating objectives. Ms. Swan retired from the Company in March 2020 and did not participate in the annual 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 outlookincentive plan 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.2020. Why the Company Uses EPS and ROIC The Committee believes using EPS as a performance goal keeps the NEOs focused on producing financial results that align with shareholder interests. In that regard, ManpowerGroup is in a cyclical business, which is influenced by economic and labor market cycles that are outside of ManpowerGroup’s control, and it is important that the senior executives manage short-term results closely to be able to adjust strategy and execution in quick response to external cycle changes. The Company uses ROIC as a performance goal for the NEOs because it measures how effectively our senior management is converting our services into cash. Although we are a provider of services, and not a manufacturer of products, our business is still highly capital intensive. Our requirement for capital arises from the timing characteristics of our business. We typically pay our associates and consultants before we can bill and collect from our clients.   41 |ManpowerGroup 31 2021 Proxy Statement   Compensation Discussion and Analysis 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 internal capital employed each year resulting in stable to improving ROIC. For 2017, the Committee continued its practice of setting threshold, target and outstanding goals for EPS and ROIC that were based on its view of appropriate rates of EPS growth compared to prior year achievement. In setting these levels, the Committee assumed continuing improvement in global economic conditions. Correspondingly, the EPS and ROIC targets for outstanding performance represent what the Committee believes is an appropriate growth rate for outstanding performance. The Committee believes the threshold levels for EPS and ROIC are the minimum levels at which it was appropriate to earn an incentive, mainly due to continued uncertainty in the global economic conditions that existed at the time when the goals were set. The following table shows the EPS and ROIC goals established by the Committee for 2017:         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: AOUP — Operating unit profit less a cost of net capital. Operating unit profit is equal to revenues less direct costs and branch and national headquarters operating costs translated into U.S. Dollars in constant currency. Cost of net capital is average net capital multiplied by 12%. Average net capital equals trade accounts receivable less allowance for doubtful accounts and other miscellaneous adjustments, calculated based on the average of the monthly ending balances, translated into U.S. Dollars using the same monthly exchange rates as used for operating unit profit. In 2017, Mr. Chandrashekar was the only NEO with AOUP used as a performance metric for his annual incentive goals. Annual Incentive Award Opportunities by NEO Jonas Prising— Annual Incentive Award Opportunities The Committee determined that EPS and ROIC were the appropriate performance metrics in 2017 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 2017, as a percentage of his 2017 base salary of $1,250,000:           Threshold Target Outstanding   EPS goal (weighted 40%)           15.0     %           60.0     %           120.0     %     ROIC goal (weighted 40%)           15.0     %           60.0     %           120.0     %     Operating Objectives (weighted 20%)           7.5     %           30.0     %           60.0     %     Total           37.5     %           150.0     %           300.0     %   The operating objectives for Mr. Prising for 2017 are as follows: Meet/exceed growth rate of gross profit of certain competitors Make progress towards strategic plans within each of the brands Develop a strong team and a robust and diverse talent pipeline, including key leadership 2018 Proxy Statement| 42 Compensation Discussion and Analysis   Drive continuing transformation of the Company’s IT operating model and platform to enhance governance and accelerate business performance Plan, design and execute strategic initiatives focused on transformation of the business The Committee determined that Mr. Prising earned a cash incentive award for 2017 between target and outstandingfor all of his financial objectives in 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 2017 award to Mr. Prising as follows:             Target Award      Actual Award     CEO          $     1,875,000                $     2,240,546       For 2017, the calculation for EPS for Mr. Prising and the other NEOs continued to exclude the impact of changes in foreign currency exchange rates and the impact of share repurchase activity during the 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 56 for the calculations for Mr. Prising and the other NEOs. John T. McGinnis— Annual Incentive Award OpportunitiesCOMPENSATION ELEMENT Similar to the CEO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. McGinnis as the CFO. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. McGinnis for 2017, as a percentage of his 2017 base salary of $650,000.                 Threshold    Target    Outstanding   EPS goal (weighted 40%)          10.0 %        40.0 %        80.0 % ROIC goal (weighted 40%)          10.0 %        40.0 %        80.0 % Operating Objectives (weighted 20%)          5.0 %        20.0 %        40.0 % Total          25.0 %        100.0 %        200.0 % The operating objectives for Mr. McGinnis for 2017 are as follows: Meet/exceed growth rate of gross profit of certain competitors Make progress towards transformation initiatives Develop diverse leadership that strengthens our capabilities Successfully perform all investor relations activities Develop succession within the finance department to strengthen talent base The Committee determined that Mr. McGinnis earned a cash incentive award for 2017 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award for Mr. McGinnis based on its determination of the level of performance towards achievement of his operating objectives. Based on these accomplishments, the Committee determined to pay the 2017 award to Mr. McGinnis as follows:             Target Award      Actual Award     CFO          $     650,000                $     755,040       43 |ManpowerGroup KEY CHARACTERISTICS OBJECTIVE AND DETERMINATION 2020 DECISIONS   Compensation Discussion and Analysis PSUs Darryl Green— Annual Incentive Award Opportunities Similar to the CEO and CFO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. Green as President and COO. The following chart shows the Committee’s determinationVariable compensation payable in shares of award opportunities for the annual incentive payable to Mr. Green for 2017, as a percentage of his 2017 base salary of $850,000:stock.                 Threshold    Target    Outstanding     EPS goal (weighted 40%)                  10.0     %                40.0     %                80.0     %     ROIC goal (weighted 40%)                  10.0     %            40.0   %                80.0     %     Operating Objectives (weighted 20%)                  5.0     %            20.0   %                40.0     %     Total                  25.0     %            100.0   %                200.0     %   The operating objectives for Mr. Green for 2017 were as follows: Meet/exceed growth rate of gross profit of certain competitors Make progress towards transformation initiatives Develop diverse leadership that strengthens our capabilities Accelerate Manpower performance in permanent recruitment globally Provide operational and strategic insight that aligns with, and supports, the CEO’s objectives The Committee determined that Mr. Green earned a cash incentive award for 2017 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 2017 award to Mr. Green as follows:               Target Award      Actual Award     COO            $     850,000                $     1,004,360         Ram Chandrashekar — Annual Incentive Award Opportunities The Committee determined that EPS, ROIC and AOUP were the appropriate performance metrics for Mr. Chandrashekar, Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Chandrashekar for 2017, as a percentage of his 2017 base salary of $627,849:                 Threshold    Target    Outstanding     AOUP goal (weighted 40%)                  10.0     %                30.0     %                60.0     %     EPS goal (weighted 20%)                  5.0     %              15.0     %                  30.0     %     ROIC goal (weighted 20%)                  5.0     %                15.0     %                30.0     %     Operating Objectives (weighted 20%)                  5.0     %                15.0     %                30.0     %     Total                  25.0     %                75.0     %                150.0     %   The operating objectives for Mr. Chandrashekar for 2017 are as follows: Meet/exceed growth rate of gross profit of certain competitors Make progress towards transformation initiatives Develop diverse leadership that strengthens our capabilities Drive continuing transformation of IT operating model and platform to enhance governance and accelerate business performance 2018 Proxy Statement| 44 Compensation Discussion and Analysis   Enhance the Company’s ability to identify and execute digital and analytics projects Accelerate the development of the Experis brand, achieving operational and strategic plan objectives The Committee determined that Mr. Chandrashekar earned a cash incentive award for 2017 between target and outstanding for both EPS and 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 2017 award to Mr. Chandrashekar as follows:             Target Award(1)    Actual Award(1)     EVP, Operational Excellence and IT, and President, Asia Pacific Middle East        $   470,887          $   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. Mara E. Swan — Annual Incentive Award Opportunities 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 2017, as a percentage of her 2017 base salary of $610,000:               Threshold   Target   Outstanding     EPS goal (weighted 40%)                10.0     %               30.0     %               60.0     %     ROIC goal (weighted 40%)                10.0     %               30.0     %               60.0     %     Operating Objectives (weighted 20%)                    5.0       %               15.0     %               30.0     %     Total                25.0     %               75.0     %               150.0     %   The operating objectives for Ms. Swan for 2017 are as follows: Meet/exceed growth rate of gross profit of certain competitors Develop diverse leadership that strengthens our capabilities Develop an organic growth strategy for several of our brands in order to accelerate performance Collaborate with the CEO to map out the evolution of the Company’s business model and strategy Accelerate scalable innovation within ManpowerGroup The Committee determined that Ms. Swan earned a cash incentive award for 2017 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 2017 award to Ms. Swan as follows:             Target Award    Actual Award     EVP, Global Strategy and Talent          $     457,500              $     546,682         Long-Term Incentives Each year the Committee determines the appropriate mix of performance share units, stock options and restricted stock units that should comprise the long-term incentives for the NEOs. This flexibility allows the Committee to tailor its program to create the incentive structure that it believes will best align executive performance and the needs of the Company. The Committee determined for 2017 that the performance needs of the Company would be best met through a package of awards for the NEOs made up of 60% performance share units, 20% stock options and 20% restricted stock units. We believe this will further align the NEOs’ interests with long-term shareholder value, particularly as 60% of the awards vest based on performance criteria. 45 |ManpowerGroup   Compensation Discussion and Analysis   The performance share units, stock options and restricted stock units awarded in 2017 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 55. Performance share units. For the performance share units granted in 2017, vesting will bePSUs vest based on achievement of apre-established goal for average operating profit margin percent, performance metric over a three-year period ending December 31, 2019. The Committee believes operating profit margin percent correctly focuses executive officers on the long-term profitability of the Company. Following completion of the 2017-2019 performance period, the Committee will compare operating profit margin percenttime. If goals are not met, shares are not received. Motivate and reward NEOs for performance against target levels. The number of shares earned will vest and be settled in common stock in February 2020, after the Committee determines the achievement of the performance goals. The following table shows the goals established by the Committee for the 2017-2019 performance period for these performance share units and the associated payout percentage:                 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 the3-year payout scale relative to the3-year average performance. For the 2017long-term 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 $710 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the 2017-2019 performance period exceeds $710.0 million. Based on the Company’s average operating margin percent for the3-year performance period of 2015-2018, the Committee determined the 2015 performance share unit awards vested at 140% of the target level. The operating profit dollar gate for these awards was also reached, so the NEOs received the actual performance share units earned under the 2015 award. These shares vested and were settled in common stock in February 2018, after the Committee determined the achievement of the performance goals. The number of shares earned for the each of the NEOs is as follows:       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 optionsobjectives to align the interests of the NEOs with long-term shareholder value. Consistent with past years, theseTarget amount awarded is determined based on job scope, market practice and individual performance. Measures used to determine PSUs earned: •  A threshold level of average OPMP must be achieved during the 2020-2022 performance period to receive any PSU vesting. •  Payout levels for threshold, target and outstanding results are determined, and the actual payout percentage is calculated by interpolation. •  However, if average operating profit does not meet a certain pre-determined dollar “gate” over the 2020-2022 performance period, NEOs will vest ratably overnot receive more than 100% of the target level payout. •  The PSUs granted in 2020 include a four-year period. Restricted stock unitsmodifier to the final PSU payout that can increase or decrease the final payout by up to 30%. As stated earlier,At the end of the three-year performance period, the Committee chosewill assess the achievement of pre-established strategic growth objectives and increase or decrease the final payout percentage by up to include restricted stock units because they align30%. The total payout cannot be below threshold or exceed outstanding levels. In 2020, PSUs represented approximately 60% of the intereststotal long-term equity incentive grants awarded to all of the NEOs, except for Ms. Swan who retired from the Company in March 2020 and did not receive PSUs. •  In addition, following the three-year performance period that ended on December 31, 2020, the NEOs earned the threshold level payout for PSUs granted in 2018. RSUs Variable compensation payable in shares of stock. 100% of the RSUs vest on the third anniversary date. RSUs cliff vest in full after three years and are paid in stock. •  Through stock price and dividend equivalents, RSUs directly align NEOs with long-term shareholder valuethe shareholders and add balance to the compensation program as they provide both upside potential and downside risk. In addition, restricted stock units provide arisk and add an additional retention incentive. Amount awarded is determined based on job scope, market practice and individual performance. Approximately 20% of all of the NEOs’ long-term equity incentive togrants in 2020 were in the NEOs as they are only payable in stock if the NEO remains withform of RSUs, except for Ms. Swan who retired from the Company through the vesting date. The restricted stock units have a three-year cliff vest.in March 2020 and did not receive any RSUs.   2018 Proxy Statement| 46 32   2021 Proxy Statement Compensation Discussion and Analysis   COMPENSATION DISCUSSION AND ANALYSIS   Career SharesCOMPENSATION ELEMENT KEY CHARACTERISTICS OBJECTIVE AND DETERMINATION 2020 DECISIONS Stock Options Nonqualified stock options that expire in ten years and Deferred Compensation Plans 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 intobecome exercisable ratably over four years. Align 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. Noneinterests of the NEOs received a career share grant in 2017. Deferred Compensation Plans ManpowerGroup maintainstax-qualified 401(k) plans for its U.S. employees. For compliance reasons, once anwith long-term shareholder value as well as retain executive talent. Amount awarded is deemed to be “highly compensated” within the meaningdetermined based on job scope, market practice and individual performance. Approximately 20% of Section 414(q)all of the Internal Revenue Code,NEOs’ long-term equity incentive grants in 2020 were in the executive is no longerform of stock options, except for Ms. Swan who retired from the Company in March 2020 and did not receive stock options. Qualified Retirement Plans Generally not available to NEOs. No pension plan benefit in the United States. Although we maintain a qualified 401(k) plan in the United States, our NEOs are not eligible to participate (except as described in the following sentence) because of limitations on participation by highly compensated employees under the rules governing such plans. NEOs are eligible to participate only in the first year of their employment (after which they are eligible to participate in ManpowerGroup’s 401(k) plans except forthe nonqualified savings plan) and in making “catch-up”catch-up contributions for employeesindividuals over the age of 50. ManpowerGroup maintains Mr. Buchband participated in the catch-up contribution under the 401(k) plan in 2020. Nonqualified Savings Plan (“NQSP”) Similar to a separatenon-qualified savings401(k) plan, for “highly compensated” employees, including eligible executives. Thenon-qualified plan provides similar benefitshowever not as flexible in regard to thetax-qualified 401(k) plans, including a Company match and enhanced matching contribution. However, the nonqualified savings plan is a poor substitute because of the inflexibility as to the timing of the payouts and taxability of the retirement benefits relative to a qualified plan. Furthermore, the planfor nonqualified plans. These benefits are unsecured and subject to risk of forfeiture in bankruptcy. The Committee maintains this program in an effort Used to provide NEOs with reasonably competitive benefits to those in the competitive market. As required under applicable law, we contribute NEOs are eligible to participate after the Central Provident Fundfirst year 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. employment. All employees of our Singapore branch participate in the Central Provident Fund. Other Benefits 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 2017. ManpowerGroup also maintains a broad-based auto program that covers approximately 300 management employeesexcept Ms. Nettles, participated in the U.S., includingNQSP in 2020. Career Shares Used selectively by the U.S. based NEOs, except Mr. Prising who no longer participatesCommittee, taking into account what is most appropriate for a NEO in view of the retention incentive provided by the award. RSUs vest completely on a single date several years into the future. Used as an incentive in the program. Pursuant to this program, ManpowerGroup pays 75%form of the cost of a leased car for NEOs based in the U.S. who participate in the program. Consistent with local practice in Singapore, where Mr. Chandrashekar is based, ManpowerGroup provided him with a car in 2017. 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. Severance Agreements ManpowerGroup has entered into severance agreements (which include change of control benefits) with each of the NEOs. These severance agreements are more fully described on pages64-66. The Committee believes that severance and change of control policies are necessaryRSUs to attract and retain senior talent in a competitive market.executives. The Committee also believes that these agreements benefit ManpowerGroup because they clarify the NEOs’ termsconsiders each year whether to make any such grants and to whom. No grants of employment and protect ManpowerGroup’s business during an acquisition. Furthermore, the Committee believes that change of control benefits, if structured appropriately, allowcareer shares were made to the NEOs in 2020. Other Benefits Used to focus on their dutiesattract and responsibilities during an acquisition. To align our executive compensation program with best governance practices withinretain talent needed in the Committee’s philosophy,business. Additional benefits include financial planning reimbursement, broad-based automobile benefits, selected benefits for expatriate executives, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by local market practice. Limited participation by the Committee has eliminated any tax gross up payments and has adopted double triggersNEOs in our severance agreements in order for our NEOs to receive benefits following a change in control.these programs.   47 |ManpowerGroup 33 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Target Total Compensation Target total compensation is the value of the compensation package that is intended to be delivered based on performance against pre-established goals. The following chart illustrates for each of the NEOs the composition of his or her target total compensation for 2020 among the various compensation elements, except for Ms. Swan who retired from the Company in March 2020 and did not participate in the 2020 annual incentive plan or receive any equity awards in 2020: 2020 Target Compensation Components The Committee’s compensation consultant, Mercer, provides the Committee with market data that is used in setting target levels for compensation for the NEOs. Actual compensation paid out to the NEOs in a given year may vary significantly from the target levels depending on the actual performance achieved under the pre-established financial and operating goals set by the Committee. This table outlines each of the NEOs total target compensation values and the percentage that is variable (both short- and long-term) and performance-based (both short- and long-term). 2020 NEO Target Compensation NEO    TOTAL 2020 TARGET COMP $      % TOTAL 2020 TARGET COMP VARIABLE(1)     % TOTAL 2020 TARGET COMP PERFORMANCE- BASED(2)   Jonas Prising      13,250,013        91 %      75 %  John T. McGinnis      4,522,610        84 %      71 %  Michelle S. Nettles      1,962,611        72 %      62 %  Richard Buchband      1,718,765        69 %      60 %      Compensation Discussion and Analysis (1) Includes annual incentive, stock options, PSUs and RSUs.   (2) Additional Executive Compensation Policies We Have Stock Ownership Guidelines for Executive Officers The Committee believes that NEOs should hold a meaningful stake in ManpowerGroup to align their economic interests with those of other shareholders. To that end, the Committee adopted stock ownership guidelines that currently require each executive to own a target number of shares based on a salary multiple, dependent on the NEO’s position. Under the guidelines, the Committee takes into account actual shares owned by the executive, unvested restricted stock units, and unvested performance share units calculated at the threshold level. The Committee does not consider anyIncludes annual incentive, 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. The following table shows the status as of December 31, 2017 of each of the NEOs guidelines:and PSUs. The Committee also considers how much incentive compensation is short-term in nature, and how much is long-term, with the intention that a significant portion of incentive compensation be based on the long-term performance of the Company. This reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term success of the Company.               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. We Have Adopted a Clawback Policy34 The Committee maintains a compensation recoupment (“clawback”) policy that is applicable to the members of the Company’s senior management. Under the policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, the Committee may require the employee to forfeit any outstanding awards, including cash incentives or equity awards that were received as a result of the misconduct. We Prohibit Hedging Transactions 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. We Provide Limited Expatriate Benefits In connection with Mr. Chandrashekar’s role as Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East, Mr. Chandrashekar receives tax equalization payments related to any compensation earned for the time required to be spent in the United States as part of his role. He also receives certain other benefits, including a car and return visit expenses. 20182021 Proxy Statement| 48 Compensation Discussion and Analysis   Realizable Pay in 2017 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 53 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, 2017 of $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 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. Our realizable pay calculation reflects the significant equity component of Mr. Prising’s total compensation, and illustrates how the value of Mr. Prising’s 2017 compensation is sensitive to movements in our stock price. The Company enjoyed strong operating performance in 2017 and stock price appreciation with ayear-end price of $126.11 as of December 31, 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 2017 is substantially greater than the total compensation shown in the Summary Compensation Table using SEC reporting methodology. This is not surprising given the significant equity component of Mr. Prising’s total compensation and the significant return enjoyed by our shareholders in 2017. In 2016 Mr. Prising’s realizable pay was less than his reported compensation, despite strong operating performance, due to the intrinsic value of his stock options. The table below shows realizable pay for Mr. Prising in 2017 as compared to his compensation as reported in the Summary Compensation Table on page 53. Supplemental Table of CEO Realizable Compensation             2017 Compensation as Reported in the Summary Compensation Table      2017 Total Realizable   Compensation   Base Salary      $ 1,250,000        $ 1,250,000 Annual Incentive        2,240,546          2,240,546                         Total Cash        3,490,546          3,490,546                         Stock Options        1,690,019          1,927,204 Restricted Stock Units        1,690,052          2,198,602 Performance share units        5,070,059          6,595,679                         Total        11,940,676          14,212,031                         49 |ManpowerGroup COMPENSATION DISCUSSION AND ANALYSIS Market Positioning: For 2020 Target Compensation was Below the Median of the Competitive Market How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group In alignment with its compensation principles, the Committee devotes considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation. As discussed further below, the Committee has determined that simply benchmarking against other U.S. companies in our industry would not yield a meaningful peer group — we present a different profile, being significantly larger, more complex, and more global in scope than other U.S.-listed companies in our industry. The Committee primarily utilizes a customized peer group developed by Mercer consisting of companies within the S&P 500. For ManpowerGroup, Mercer has removed companies that are not comparable to us, to arrive at a research subset of 91 companies within the S&P 500 with minimum revenues of approximately $15 billion, maximum revenues of approximately $42 billion, and median revenues of $22 billion. The Committee believes that using this group provides a robust basis for assessing the competitive range of compensation for senior executives of companies of ManpowerGroup’s scale and that it also represents the universe of top-tier companies we consider when looking for executive talent. A list of the companies included in the peer group used by ManpowerGroup is attached as Appendix A. One reason we utilize the customized set of comparison companies is that it is difficult to find an industry-specific group of peer companies. Our two largest competitors, Adecco and Randstad, are based in Europe, and although we review available compensation data for these two companies, their pay practices are different and disclosure practices differ. Our nearest U.S. public competitor had much smaller revenue — approximately $5.1 billion in 2020 compared to our revenue of $18.0 billion — and the other U.S. public competitors are even smaller. Mercer has confirmed to the Committee that attempting to use such competitors would not produce relevant data. The Committee also utilizes data from U.S. compensation surveys published by Mercer and other third-party data providers that are recommended by Mercer as a means to evaluate compensation for certain NEO positions. For the CEO and CFO, their positions were only compared to companies within the subset group of the S&P 500. Compensation for global functional leaders was compared against compensation survey data recommended by Mercer for executives with similar roles and responsibilities. For Ms. Swan, her position was compared to human resource management executives of companies within the subset group of the S&P 500 and secondarily compared with U.S. compensation survey data of human resource management executives. For Mr. Buchband, his position was only compared with U.S. compensation survey data of legal executives. Both Ms. Swan’s and Mr. Buchband’s market data were adjusted to reflect the scope of their responsibilities. Ms. Nettles joined the Company in July 2019 and was not an executive officer at the time the Committee reviewed benchmarking data for the NEOs in setting compensation for 2020. Given that target compensation for 2019 for several of the NEOs fell below the median total direct compensation, the Committee determined that adjustments to the NEOs’ total direct compensation would be appropriate in 2020. Mr. Prising received an increase in equity. Mr. McGinnis received an increase in equity as well as an increase in his target opportunity for his annual incentive to 110%, compared to 100% for 2019. Mr. Buchband received an increase in his target opportunity for his annual incentive to 75%, compared to 60% for 2019. As Ms. Nettles joined the Company in July 2019, the Company determined not to make any changes to her compensation for 2020. Ms. Swan retired from the Company in March 2020 and only received a base salary for the time she was an employee in 2020. Assessing Individual Factors An individual NEO’s total compensation or any element of compensation may be adjusted upwards or downwards relative to the competitive market based on a subjective consideration of the NEO’s experience, potential, tenure and results (individual and relevant organizational results), internal equity (which means that comparably positioned executives within ManpowerGroup should have comparable award opportunities), the NEO’s historical compensation, and any retention concerns. The Committee uses a historical compensation report to review the compensation and benefits provided to each NEO in connection with its compensation decisions concerning that NEO.     Compensation Discussion and Analysis 35 2021 Proxy Statement   COMPENSATION DISCUSSION AND ANALYSIS The Committee’s Decision-Making Process The Committee determines the CEO compensation levels, including base salary, establishing and determining the achievement of the financial goals and operating objectives for the annual cash incentives, and any equity-based compensation awards. Generally, the CEO establishes and determines the achievement of the goals and objectives for the annual incentives for the other NEOs, with the Committee making the final determinations. Similarly, the CEO generally recommends to the Committee any salary adjustments, cash incentive awards or equity-based awards for the other NEOs, which are then evaluated and determined by the Committee. Mercer also provides input to the Committee regarding the final 2020 compensation for all of the NEOs. This input reflected the Company’s performance results for 2020, external market references against the peer group, internal compensation references and the individual performance of each of the NEOs. Under the Committee’s charter, compensation for our CEO and CFO is subject to ratification by the board of directors. Accordingly, the board of directors ratified the determinations for Mr. Prising and Mr. McGinnis, who were our executives at this level. Components of the 2020 Executive Compensation Program — Base Salary Base salaries for NEOs are set near the median of base salaries paid in the relevant competitive market, for the particular position, subject to individual performance factors as described earlier. There were no increases in base salaries for each of the NEOS for 2020, including for Ms. Swan who retired in March 2020. Instead, due to the uncertainty of the impact of COVID-19, the NEOs voluntarily reduced their base salaries in recognition of the hardship being experienced by others. Mr. Prising’s salary was reduced by 30% and Messrs. McGinnis, Buchband and Ms. Nettles by 15% from April to August 2020. Base salary levels affect the value of the annual incentive awarded to the NEOs because the incentive award is awarded as a percentage of base salary. A higher base salary will result in a higher annual incentive, assuming the same level of achievement against goals. The level of severance benefits each NEO may receive is also increased if his or her salary is increased. The base salary reductions did not have an impact on these calculations. The value of long-term incentive awards is not determined as a multiple of base salary. Components of the 2020 Executive Compensation Program — Annual Cash Incentives The Incentive Plan provides for the payment of annual cash rewards to a participant based on the Company’s attainment of one or more financial goals and operating objectives established for that participant for the relevant year. Incentive amounts are based on achievement of pre-established goals using these metrics. The Incentive Plan provides for a variety of financial goals and individual operating objectives that are used in determination of the amount of any annual incentives earned by the NEOs. The financial goals include EPS, ROIC, Revenue, as well as other metrics. The operating objectives are typically tied to broad strategic or operational initiatives. How EPS, ROIC and Revenue are Calculated The annual cash incentives for NEOs for 2020 are based on three objective factors — EPS, ROIC, Revenue and individual performance objectives. For EPS, ROIC and Revenue, the Committee sets target outcomes at a number that reflects an annual growth target. For 2020, when setting the targets, which occurred in mid-February 2020, the Committee determined that certain items should be excluded from our performance metrics: Constant Currency. We eliminate the impact of changes in exchange rates for EPS, ROIC and Revenue. This allows us to better capture year-over-year changes in underlying performance. Share Repurchases. We remove the benefit of share repurchases from our EPS calculation except to the extent necessary to offset dilution resulting from shares issued under our equity plans. Restructuring Costs. We exclude restructuring costs from our EPS, ROIC and OPMP calculations, net of the savings related to these costs. This allows us to better reflect the Company’s performance for the year. Goodwill Impairment. We exclude goodwill impairment charges from our EPS and ROIC calculations. This, too, better reflects the Company’s performance for the year. Other Non-Recurring Costs. We exclude from EPS and OPMP any non-recurring accrual adjustments greater than $10 million as described in the following calculations to better reflect the Company’s performance during the year: 36 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS EPS — net earnings per share — diluted, including net earnings from continuing and discontinued operations, but excluding the impact of currency, restructuring charges net of related savings, any cumulative effects of changes in accounting principles, extraordinary items, goodwill impairment or the benefit of current year share repurchases in excess of dilution. Earnings per share are further adjusted for the following items that exceed $10 million individually: tax or regulatory law changes, accounting adjustment related to acquisitions or dispositions where the Company previously held ownership interest; and non-recurring adjustments pertaining to prior periods. ROIC — consolidated net operating profit after taxes divided by average capital. Net operating profit equals earnings before income taxes plus net interest expense and goodwill impairment (including the results of continuing and discontinued operations) minus taxes, excluding the impact of currency and restructuring charges net of related savings. ROIC is further adjusted for the following items that exceed $10 million individually: tax or regulatory changes, accounting adjustments related to acquisitions or dispositions where the Company previously held an ownership interest, and non-recurring adjustments to prior periods. Average capital is the average monthly ending balance of capital employed plus or minus certain adjustments. Revenue — Revenue during the period, including continued and discontinued operations. Revenue is adjusted to exclude the impact of currency and the same adjustments as made to EPS, as applicable. The EPS target is generally based on the Company’s targeted long-term growth rate for EPS, but may be adjusted year-by-year based on economic conditions and the Company’s expected financial performance for the year. From that target, the Committee then sets levels for threshold and outstanding performance. The threshold EPS growth rate reflects a level of performance that is below target but still appropriate for a partial award to be earned. Conversely, the outstanding EPS growth rate reflects a level of performance appropriate for the maximum incentive to be earned. So the comparisons are valid between the two years, the growth rates are based on growth over results of the previous year excluding non-recurring items. The ROIC target is then determined based on the earnings growth reflected by the EPS target as well as consideration by the Committee of factors relating to the Company’s level of capital. The Revenue target is generally based on the Company’s targeted long-term growth rate for Revenue. Similar to EPS, it may be adjusted year-by-year based on economic conditions and the Company’s expected financial performance for the year. This methodology is not the same as the Company’s financial budgeting or business outlook for the year. As a result, target performance for purposes of achieving an incentive award will not be the same as performance at the budgeted financial plan, which may be higher or lower than target performance depending on economic conditions and trends at the time. Why the Company uses EPS, ROIC and Revenue The Committee believes using EPS as a performance goal keeps the NEOs focused on producing financial results that align with shareholder interests. In that regard, ManpowerGroup is in a cyclical business, which is influenced by economic and labor market cycles that are outside of ManpowerGroup’s control, and it is important that the senior executives manage short-term results closely to be able to adjust strategy and execution in quick response to external cycle changes. The Company uses ROIC as a performance goal for the NEOs because it measures how effectively our senior management is converting our services into cash. Although we are a provider of services, and not a manufacturer of products, our business is still highly capital intensive. Our requirement for capital arises from the timing characteristics of our business. We typically pay our associates and consultants before we can bill and collect from our clients. Using an ROIC metric incentivizes our executives to carefully manage our accounts receivable and other capital investments in order to maximize the return on capital deployed. Our goal is to continuously improve our internal capital employed each year resulting in stable to improving ROIC. The Company uses Revenue as a performance goal in order to incentivize top-line growth, in addition to profitability. Similar to 2019, for 2020 the Committee determined that the Revenue goal should represent a smaller component of the annual incentive awards to our NEOs than the goals for EPS and ROIC, as shown for each of the NEOs below. The 2020 EPS, ROIC and Revenue Goals For 2020, the Committee continued its practice of setting threshold, target and outstanding goals for EPS and ROIC that were based on its view of appropriate rates of EPS growth compared to prior year achievement. Similarly, the Committee set threshold, target and outstanding goals for Revenue that were based on its view of appropriate Revenue growth. These decisions were made before the onset of the COVID-19 pandemic. They reflected the Committee’s assumptions at the time related to global economic conditions but did not anticipate the economic crises brought on by the COVID-19 pandemic. The Committee believed the threshold levels for EPS, ROIC and 37 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Revenue were the minimum levels at which it would be appropriate to earn an incentive, based on global economic conditions as they existed at the time when the goals were set in mid-February 2020. Each year the Committee sets targets based on macroeconomic factors and the Company’s business outlook for the coming year and does so independently of where the target levels have been set for the prior year. Given the cyclical nature of our business, this may result in targets being set lower than for the prior year, as occurred in 2020. The following table shows the EPS, ROIC and Revenue goals established by the Committee for 2020: GOAL    THRESHOLD        TARGET      OUTSTANDING   EPS    $ 6.36        $ 7.76      $ 8.81   ROIC      11.0 %         13.3 %       15.1 %  Revenue (in billions)    $ 19.8        $ 20.9      $ 21.7   Annual Incentive Award Opportunities Jonas Prising — Annual Incentive Award Opportunities The table below shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Prising for 2020, as a percentage of his full 2020 base salary of $1,250,000. As mentioned earlier, the temporary base salary reduction did not have impact on any of the NEOs annual incentive awards.        THRESHOLD      TARGET      OUTSTANDING   EPS goal (weighted 30%)        12.0 %       48.0 %       96.0 %  ROIC goal (weighted 30%)        12.0 %       48.0 %       96.0 %  Revenue goal (weighted 20%)        8.0 %       32.0 %       64.0 %  Operating Objectives (weighted 20%)        8.0 %       32.0 %       64.0 %  Total        40.0 %       160.0 %       320.0 %  The operating objectives for Mr. Prising for 2020 were as follows: Execute strategic initiatives focused on digitization and transformation of the business Diversify the business Develop a robust and diverse talent pipeline, including deepening capabilities of employees Test and execute new delivery models to drive innovation The Committee determined that because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for those financial objectives. The Committee did approve an incentive award to Mr. Prising based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2020 award to Mr. Prising of $760,000. The following table illustrates Mr. Prising’s 2020 achievement of the performance targets in relation to the payment of his 2020 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2020 SALARY      AMOUNT EARNED   EPS Goal        Below Threshold          0.0 %     $ —   ROIC Goal        Below Threshold          0.0 %     $ —   Revenue Goal        Below Threshold          0.0 %     $ —   Operating Objectives        Above Target          60.8 %     $ 760,000   Total Incentive                   60.8 %     $ 760,000   38 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS John T. McGinnis — Annual Incentive Award Opportunities The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. McGinnis for 2020, as a percentage of his full 2020 base salary of $725,000.        THRESHOLD      TARGET      OUTSTANDING   EPS goal (weighted 30%)        7.5 %       33.0 %       66.0 %  ROIC goal (weighted 30%)        7.5 %       33.0 %       66.0 %  Revenue (weighted 20%)        5.0 %       22.0 %       44.0 %  Operating Objectives (weighted 20%)        5.0 %       22.0 %       44.0 %  Total        25.0 %       110.0 %       220.0 %  The operating objectives for Mr. McGinnis for 2020 were as follows: Deepen leadership impact to meet or exceed strategic and operational goals Progress the Company’s disposition strategy Continue to strengthen the Company’s cybersecurity program The Committee determined that because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for those financial objectives. The Committee did approve an incentive award to Mr. McGinnis based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2020 award to Mr. McGinnis of $279,125. The following table illustrates Mr. McGinnis’s 2020 achievement of the performance targets in relation to the payment of his 2020 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2020 SALARY      AMOUNT EARNED   EPS Goal        Below Threshold          0.0 %     $ —   ROIC Goal        Below Threshold          0.0 %     $ —   Revenue Goal        Below Threshold          0.0 %     $ —   Operating Objectives        Above Target          38.5 %     $ 279,125   Total Incentive                   38.5 %     $ 279,125   Michelle S. Nettles — Annual Incentive Award Opportunities The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Ms. Nettles for 2020, as a percentage of her full 2020 base salary of $550,000:        THRESHOLD      TARGET      OUTSTANDING   EPS goal (weighted 30%)        7.5 %       22.5 %       45.0 %  ROIC goal (weighted 30%)        7.5 %       22.5 %       45.0 %  Revenue (weighted 20%)        5.0 %       15.0 %       30.0 %  Operating Objectives (weighted 20%)        5.0 %       15.0 %       30.0 %  Total        25.0 %       75.0 %       150.0 %  The operating objectives for Ms. Nettles for 2020 were as follows: Develop strong relationship with board of directors and senior management Progress the Company’s talent strategy, including deepening the talent pipeline and capabilities of employees Collaborate with CEO to strengthen the culture across the organization 39 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS The Committee determined that because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for those financial objectives. The Committee did approve an incentive award to Ms. Nettles based on its determination of the level of performance towards achievement of her various operating objectives. Based on these accomplishments, the Committee determined to pay the 2020 award to Mr. Nettles of $144,375. The following table illustrates Ms. Nettles’ 2020 achievement of the performance targets in relation to the payment of her 2020 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2020 SALARY      AMOUNT EARNED   EPS Goal        Below Threshold          0.0 %     $ —   ROIC Goal        Below Threshold          0.0 %     $ —   Revenue Goal        Below Threshold          0.0 %     $ —   Operating Objectives        Above Target          26.25 %     $ 144,375   Total Incentive                   26.25 %     $ 144,375   Richard Buchband — Annual Incentive Award Opportunities The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Buchband for 2020, as a percentage of his full 2020 base salary of $525,000.        THRESHOLD      TARGET      OUTSTANDING   EPS goal (weighted 30%)        7.5 %       22.5 %       45.0 %  ROIC goal (weighted 30%)        7.5 %       22.5 %       45.0 %  Revenue (weighted 20%)        5.0 %       15.0 %       30.0 %  Operating Objectives (weighted 20%)        5.0 %       15.0 %       30.0 %  Total        25.0 %       75.0 %       150.0 %  The operating objectives for Mr. Buchband for 2020 were as follows: Continue to provide strong leadership and strategic direction to global legal function Serve as trusted advisor to the board of directors and executive team Continue to collaborate with business leaders on key strategic initiatives The Committee determined that because actual results for the year were below the threshold level performance goals for EPS, ROIC and Revenue, no awards were earned for those financial objectives. The Committee did approve an incentive award to Mr. Buchband based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2020 award to Mr. Buchband of $137,813. The following table illustrates Mr. Buchband’s 2020 achievement of the performance targets in relation to the payment of his 2020 award:        PERFORMANCE LEVEL        PERCENTAGE OF 2020 SALARY      AMOUNT EARNED   EPS Goal        Below Threshold          0.0 %     $ —   ROIC Goal        Below Threshold          0.0 %     $ —   Revenue Goal        Below Threshold          0.0 %     $ —   Operating Objectives        Above Target          26.25 %     $ 137,813   Total Incentive                   26.25 %     $ 137,813   40 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Components of the 2020 Executive Compensation Program — Long-Term Incentives Each year the Committee determines the appropriate mix of PSUs, stock options and RSUs that should comprise the long-term incentives for the NEOs. This flexibility allows the Committee to tailor its program to create the incentive structure that it believes will best align executive performance and the needs of the Company. The Committee determined for 2020 that the performance needs of the Company would be best met through a package of awards for the NEOs made up of 60% PSUs, 20% stock options and 20% RSUs. As previously mentioned, Ms. Swan retired in March 2020 and did not receive any equity grants in 2020. The Committee generally determines and approves equity awards to the NEOs and the related vesting schedules, at its regularly scheduled meeting in February each year, and as required under the Committee’s charter, subject to ratification by the board of directors in the case of Mr. Prising and Mr. McGinnis. The equity awards and related vesting schedules for Messrs. McGinnis and Buchband and Ms. Nettles are generally based on recommendations by Mr. Prising. The Committee may make grants to NEOs at other times during the year, as it deems appropriate. The exercise price for any options granted is the closing price on the date of grant. The PSUs, stock options and RSUs awarded in 2020 have the characteristics below. The specific long-term incentive grants for each officer are shown in the Grants of Plan Based Awards table on page 50. Performance Share Units For the PSUs granted in 2020, vesting is based on achievement of a pre-established goal for average annual OPMP, over a three-year period ending December 31, 2022. The Committee believes OPMP correctly focuses executive officers on the long-term profitability of the Company. Following completion of the 2020-2022 performance period, the Committee will compare OPMP performance against target levels to determine the PSU payout. The Committee included a modifier to the final PSU payout that can increase or decrease the final PSU payout (which will be determined based on the OPMP for the 3-year performance period and the performance gate) by up to 30%. Under this feature, the Committee establishes strategic growth objectives at the time of the PSU grant (in this case, in February 2020) and then will evaluate how well management has performed against those pre-established strategic growth objectives during the performance period. The number of shares earned will vest and be settled in common stock in February 2022, after the Committee determines the achievement of the performance goals and assesses the achievement of the strategic growth objectives. The specific strategic growth objectives are summarized below. Why the Company Uses Annual Operating Profit Margin and How it Sets Goals The following table shows the goals established by the Committee in February 2020 for the 2020-2022 performance period for these PSUs and the associated payout percentage:        THRESHOLD      TARGET(1)      OUTSTANDING   Average OPMP 2020-2022        2.50 %       3.50 - 3.80 %       4.10 %  Payout Percentage        50.0 %       100.0 %       200.0 %  (1) For 2020, an OPMP range was established for target level performance as the Committee determined setting a precise goal was challenging given uncertainty in the economic environment at the time of grant. To determine the average OPMP at the end of the three-year period, the actual performance results from each year will be averaged to determine the three-year average performance results. The final award will be determined by using the 3-year payout scale relative to the 3-year average performance. For clarity, an OPMP within the range of 3.50%-3.80% will be considered to be “at target” performance. For results between 2.50% and 3.50% the payout percentage will be calculated by interpolation, and the same method will be used for results between 3.80% and 4.10%. 41 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS When determining the financial goals for the 2020 grant, the Committee determined that for the 2020 financial year, certain items would be excluded from the OPMP calculation, as described in the following calculation: OPMP — annual operating profit divided by revenue from services, with adjustments to be made (a) to reverse the impact of a change in accounting method during the performance period, or (b) for any of the following items that exceed $10 million in any year: goodwill impairment, nonrecurring restructuring gains or charges, accounting adjustments related to acquisitions or dispositions where the Company previously held an ownership interest, litigation charges/settlement and non-recurring accrual adjustments pertaining to periods outside of the period of measurement. In addition, the Committee may determine to adjust operating profit margin to reflect the impact of significant regulatory developments or material acquisitions made by the Company. Our business is historically cyclical and is impacted by numerous macroeconomic conditions. The Committee sets each year’s target levels at the beginning of the year, based on both macroeconomic factors and the Company’s business outlook for the coming year, and does so independently of where the target levels have been set for the prior year. Given the cyclical nature of our business, this may result in targets being set lower than for the prior year, as occurred in 2020. An operating profit “gate” was also established for the PSUs to ensure operating profit margins are achieved without significantly decreasing revenues. This gate was set at $625.0 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the 2020-2022 performance period exceeds $625.0 million. As mentioned above, the Committee included a modifier to the final PSU payout that can increase or decrease the final PSU payout by up to 30%. At the end of the 3-year performance period, the Committee will assess the achievement of the strategic growth objectives and may increase or decrease the final PSU payout percent (that was determined based on the OPMP for the 3-year performance period and the gate) by an amount up to 30%. The modifier will not decrease the payout below the threshold level nor increase the payout above the outstanding level. The following are the strategic growth objectives set by the Committee for the 2020 grants: Implement, test and execute various innovative initiatives to improve business growth and improve efficiency; Complete technology and transformation transition and strengthen digital brand; Develop a robust and diverse talent pipeline, including deepening capabilities of employees; and Diversify the business by increasing our footprint in certain countries and markets as well as shifting business mix. Impact of COVID-19 on Performance Share Units and Plan Design Shares Earned for the 2018-2020 Performance Period Were Unexpectedly Impacted by 2020 Operating Profit Margin In February 2018, the Committee set ambitious performance goals for the three-year PSU period that encompassed 2018, 2019 and 2020. These were challenging goals, which were based on projections made at that time. They would require improved performance over the three-year period compared to prior periods, in order to achieve the target OPMP level of 4.10%. The threshold payout level was set at OPMP of 3.10%. In 2018 and 2019, the Company achieved OPMP around the midpoint between target and threshold, at 3.74% and 3.50% respectively. Entering 2020, and anticipating potential economic recovery during the year, the Committee believed management was on track to achieve OPMP for 2020 closer to the target level of 4.10%. Instead, notwithstanding management’s significant efforts during 2020, the economic crisis brought about by the pandemic impaired the Company’s results for the year. The inclusion of 2020’s pandemic-era OPMP of 2.07% in the weighted average percentage caused the three-year OPMP to decline to 3.10%, which was the minimum threshold to achieve a payout on the PSUs granted in 2018. No adjustments were made to the threshold or target level goals. As a result, the payout on the 2018 granted PSUs occurred at the threshold level of 50% for the NEOs. These shares vested and were settled in common stock in February 2021, after the Committee determined the achievement of the performance goals. The number of shares earned for each of the NEOs is as follows: NEO    PSUS GRANTED(#)      PSUS EARNED(#)   Jonas Prising      43,949        21,975   John T. McGinnis      11,720        5,860   Michelle S. Nettles(1)      —        —   Richard Buchband      3,907        1,954   Mara E. Swan(2)      6,593        3,297   (1) Ms. Nettles was not an employee of ManpowerGroup at the time of the grant of the 2018 PSUs. (2) Under the terms of Ms. Swan’s PSU agreement, upon retirement, she was entitled to receive any PSUs earned related to the 2018 PSU grant. 42 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Introduction of a Special Grant and Utilization of a One-Year Performance Period Even during typical business cycles, it is challenging for the Committee and its independent compensation consultant to develop three-year targets that properly incentivize the Company’s leadership. The pandemic disrupted the Committee’s normal target-setting process, making the OPMP targets set in February 2020 for the 2020-2022 PSU cycle obsolete weeks after their adoption. In response, the Committee has focused on incentivizing all PSU participants, including the executive team, to drive Company performance for the critical periods of 2021 and 2022. In light of this, the Committee made special PSU grants in February 2021 with more realistic two-year average OPMP goals. These were sized at approximately two-thirds of the 2020 grant value. These grants also include the KPI modifier feature that can increase or decrease the final payout by up to 30% based on an evaluation of pre-established objectives over the performance period. Similarly, while the Committee continues to believe that three-year vesting periods are an important retention feature for its PSU program, because of the difficulty in projecting a multi-year OPMP target, our regular 2021-2023 PSU grants will measure one-year OPMP performance. However, the modifier feature will continue to measure progress against objectives over a full three years, and the grants will not vest until the end of the three-year period. Stock Options The Committee uses stock options to align the interests of the NEOs with long-term shareholder value. Consistent with past years, these vest ratably over a four-year period. Restricted Stock Units The Committee uses RSUs to align the interests of the NEOs with long-term shareholder value and add balance to the compensation program as they provide both upside potential and downside risk. In addition, RSUs provide a retention incentive to the NEOs as they are only payable in stock if the NEO remains with the Company through the vesting date. The RSUs have a three-year cliff vest. Career Shares, Retirement and Deferred Compensation Plans Career Shares The Committee selectively grants RSUs in order to provide a retention incentive. These career shares vest completely on a single date several years into the future. The Committee considers each year whether to make any such grants. None of the NEOs received a career share grant in 2020. Retirement and Deferred Compensation Plans ManpowerGroup maintains tax-qualified 401(k) plans for its U.S. employees. For compliance reasons, once an executive is deemed to be “highly compensated” within the meaning of Section 414(q) of the Internal Revenue Code, the executive is no longer eligible to participate in ManpowerGroup’s 401(k) plans except in their first year of employment or for “catch-up” contributions for employees over 50. ManpowerGroup maintains a separate non-qualified savings plan for “highly compensated” employees, including eligible executives. The non-qualified plan provides similar benefits to the tax-qualified 401(k) plans, including a Company match and enhanced matching contribution. However, the nonqualified savings plan is a poor substitute because of the inflexibility as to the timing of the payouts and taxability of the retirement benefits relative to a qualified plan. Furthermore, the plan benefits are unsecured and subject to risk of forfeiture in bankruptcy. The Committee maintains this program in an effort to provide NEOs with reasonably competitive benefits to those in the competitive market. 43 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Other Benefits The NEOs are provided health and dental coverage, company-paid term life insurance, disability insurance, paid time off, and paid holiday programs applicable to other employees in their locality. These rewards are designed to be competitive with overall market practices, while keeping them at a reasonable level. ManpowerGroup also reimburses NEOs for financial planning and tax preparation services as well as annual executive physicals. In addition, for some of our NEOs, the company pays dues at a club in Milwaukee that is used for business entertainment. Any personal use of the club would be covered by the executive; however, none of the NEOs used this club for personal use in 2020. ManpowerGroup historically maintained a broad-based auto program covering approximately 300 management employees in the U.S., including the U.S. based NEOs. Under this program, ManpowerGroup paid 75% of the cost of a leased car for participating NEOs. Mr. Prising ceased participating in the program in 2016, and the program itself is being phased out beginning in 2020. As current leases expire, they will instead be replaced with an auto allowance, including for participating NEOs. Severance Agreements ManpowerGroup has entered into severance agreements (which include change of control benefits) with each of the NEOs. These severance agreements are more fully described on pages 57-59. The Committee believes that severance and change of control policies are necessary to attract and retain senior talent in a competitive market. The Committee also believes that these agreements benefit ManpowerGroup because they clarify the NEOs’ terms of employment and protect ManpowerGroup’s business during an acquisition. Furthermore, the Committee believes that change of control benefits, if structured appropriately, allow the NEOs to focus on their duties and responsibilities during an acquisition. The agreements do not provide for any tax gross up payments and require a double trigger in order for our NEOs to receive benefits following a change in control. Governance Features of Our Executive Compensation Programs We Have Stock Ownership Guidelines for Executive Officers The Committee believes that NEOs should hold a meaningful stake in ManpowerGroup to align their economic interests with those of other shareholders. To that end, the Committee adopted stock ownership guidelines that currently require each executive to own a target number of shares based on a salary multiple, dependent on the NEO’s position. Under the guidelines, the Committee takes into account actual shares owned by the executive, unvested RSUs, and unvested PSUs calculated at the threshold level. The Committee does not consider any stock options or PSUs above the threshold level held by the NEOs. Additionally, to enforce our stock ownership policies, we limit the ability of an executive officer to sell equity until he or she is in compliance with the guidelines. An executive who has not yet met, or who falls below, the stock ownership guidelines, is required to hold 50% of the shares received from the exercise of stock options or the vesting of RSUs or PSUs until the ownership guidelines have been satisfied. The following table shows the status as of December 31, 2020 of each of the NEOs guidelines. NEO    TARGET AS A MULTIPLE OF SALARY    TARGET VALUE($)(1)      TARGET NUMBER OF SHARES(#)      NUMBER OF SHARES HELD AS OF DECEMBER 31, 2020(#)     STATUS AS OF DECEMBER 31, 2020 Jonas Prising    6      6,600,000        94,011        359,185     John T. McGinnis(2)    4      2,400,000        32,994        56,265     Michelle S. Nettles(2)    3      1,650,000        22,968        23,115     Richard Buchband    2      910,000        12,962        18,981     Mara E. Swan(3)    3      1,680,000        23,931        (3 )    (3) (1) The target values were set as of May 1, 2014 for all NEOs except Mr. McGinnis and Ms. Nettles. Under the policy, executive officers have five years from January 1, 2014 to attain the targeted ownership levels or five years from date of hire for executive officers that were hired after January 1, 2014.   (2) The target values for Mr. McGinnis and Ms. Nettles are based on each of their base salaries and stock price on their dates of hire. (3) Ms. Swan remained in compliance with her stock ownership guidelines through March 7, 2020, the effective date of her retirement. 44 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS We Have a Clawback Policy The Committee maintains a compensation recoupment (“clawback”) policy that is applicable to the members of the Company’s senior management. Under the policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, the Committee may require the employee to forfeit any outstanding awards, including cash incentives or equity awards that were received as a result of the misconduct. We Prohibit Hedging, Pledging and Short-Sale Transactions Under ManpowerGroup’s Insider Trading Policy, all directors, officers and employees of the Company and their respective household members (collectively, “Covered Persons”), including any entities influenced or controlled by a Covered Person, are prohibited from engaging in short sales or hedging transactions involving ManpowerGroup securities, including forward sale or purchase contracts, equity swaps or exchange funds. Covered Persons are also prohibited from engaging in puts, calls or other options or derivative instruments involving ManpowerGroup securities. Further, we do not allow Covered Persons to pledge ManpowerGroup securities at any time, which includes having ManpowerGroup stock in a margin account or using ManpowerGroup stock as collateral for a loan. Realizable Pay in 2020 Due to the limitations of the Summary Compensation Table rules, we also provide a realizable pay calculation for Mr. Prising. This is a measure of the value of compensation granted or awarded during the reporting year. It shows the year-end value of the CEO’s compensation package, as impacted by Company performance and stock price changes during the year, and is different from the Summary Compensation Table on page 48. In particular, our calculation of realizable pay does not value equity awards using the accounting grant date fair value metric, as required in the Summary Compensation Table under Topic 718. Instead, for realizable pay we measure equity awards at their period-end value, in this case using the year-end stock price on December 31, 2020 of $90.18. For realizable pay our method of calculating equity award values is as follows: Other Material Tax ImplicationsStock Options We use the “intrinsic value” of the Executive Compensation Program Tax Implications for ManpowerGroup For tax years occurring priorstock options granted to 2018, Section 162(m)Mr. Prising in February 2020, meaning the spread between the grant price and the price of the Internal Revenue Code generally disallowed a tax deduction to public corporations for compensation for any taxunderlying stock at year over $1,000,000 paid to eachend. Restricted Stock Units We use the year-end value of the corporation’s CEORSUs awarded to Mr. Prising in February 2020 and three most highly compensated NEOs (other thanvalue these shares using the CEOyear-end stock price on December 31, 2020. Performance Share Units We calculate PSUs using the target PSUs granted in 2020 and CFO)value these shares using the year-end stock price on December 31, 2020. We have supplementally calculated the PSUs granted in service as2020 using the performance to date of the end of any such tax year. However, Section 162(m) also provided that qualifying performance-based compensation would not be subject to the deduction limit if certain requirements were met. Where necessary for payments to covered executives made in tax years prior to 2018, the Committee generally sought to structure compensation amounts and plans to meet the requirements for deductibility under that provision. Specifically, the Committee took steps to qualify the stock option awards, performance share unit awards and certain awards under the Pool Plan as performance-based compensation for this purpose for tax years prior to 2018. Nevertheless, the Committee had the ability to implement compensation arrangements that did not satisfy these requirements for deductibility if it determined that such arrangements were appropriate under the circumstances. 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 intendedOPMP goals set by the Committee to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible for tax years prior to 2018.Committee. For tax years beginning after December 31, 2017, tax reform legislation signed into law on December 22, 2017 (“Tax Reform”) 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. Our realizable pay calculation reflects the significant equity component of Mr. Prising’s total compensation and illustrates how the value of Mr. Prising’s 2020 compensation is sensitive to movements in our stock price. The Company’s stock price declined in 2020: from $97.10 on January 1, 2020 to $90.18 as of December 31, 2020. In addition, the December 31, 2020 stock price was lower than the fair market value used to value the equity grants of $92.70 as of February 14, 2020 (the closing stock price on the date of grant). This depreciation in stock price resulted in Mr. Prising’s calculated realizable pay being $9.6 million for 2020. This is lower than $11.9 million of total compensation shown in the Summary Compensation Table using SEC reporting methodology. It also reflects a 26% decrease from his realizable pay for 2019, when strong operating performance and considerable stock price appreciation resulted in realizable pay that was greater than reported compensation. COVID-19 adversely impacted the value of the PSUs granted in 2020, which were premised on projections and goals set in February 2020, before the onset of the pandemic. Based on performance to date against those goals, the likely value of the 2020 PSU grants is $0. We have supplementally calculated Realizable Pay on this basis, showing no shares being earned. In this calculation, Mr. Prising’s realizable pay for 2020 is $3.8 million. 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 NEOs45 The Committee generally seeks to structure compensation amounts and arrangements so that they do not result in penalties for the NEOs under the Internal Revenue Code. For example, Section 409A imposes substantial penalties and results in the loss of any tax deferral for nonqualified deferred compensation that does not meet the requirements of that section. The Committee has structured the elements of ManpowerGroup’s compensation program so that they are either not characterized as nonqualified deferred compensation under Section 409A or meet the distribution, timing and other requirements of Section 409A. Without these steps, certain elements of compensation could result in substantial tax liability for the NEOs. Section 280G and related provisions impose substantial excise taxes on so-called2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS The table below shows realizable pay for Mr. Prising in 2020. The three columns reflect (i) compensation for 2020 as reported in the Summary Compensation Table on page 48, (ii) realizable pay assuming that the 2020 PSU grant is valued at target levels, and (iii) realizable pay assuming that the 2020 PSU grants are without value. Supplemental Table of CEO Realizable Compensation      2020 COMPENSATION AS REPORTED IN THE SUMMARY COMPENSATION TABLE      2020 TOTAL REALIZABLE COMPENSATION WITH PSUS AT TARGET SHARES EARNED        2020 TOTAL REALIZABLE COMPENSATION WITH PSUS AT NO SHARES EARNED   Base Salary    $ 1,105,769      $ 1,105,769        $ 1,105,769   Annual Incentive      760,000        760,000          760,000   Total Cash      1,865,769        1,865,769          1,865,769   Stock Options      2,000,002        —          —   RSUs      2,000,002        1,945,634          1,945,634   PSUs      6,000,008        5,836,901          —   Total      11,865,781        9,648,304          3,811,403   Other Material Tax Implications of the Executive Compensation Program Tax Implications for ManpowerGroup Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid in any tax year to any “covered employee.” Covered employees include the corporation’s CEO, CFO and each of its three most highly compensated NEOs (other than the CEO and CFO) regardless of whether they were in service as of the end of any such tax year. Further, for each NEO whose compensation was or is subject to this limitation in 2017 or any later tax year, that officer’s compensation will remain subject to this annual deductibility limitation for any future tax year in which he or she receives compensation from ManpowerGroup, regardless of whether he or she remains a NEO. Accordingly, ManpowerGroup is only able to deduct up to $1,000,000 per year of the compensation payable to any of our NEOs who is a “covered employee” as determined under Section 162(m), except to the extent that transition relief for grandfathered arrangements that were in effect on November 2, 2017, if applicable, would apply to a payment. Tax Implications for NEOs The Committee generally seeks to structure compensation amounts and arrangements so that they do not result in penalties for the NEOs under the Internal Revenue Code. For example, Section 409A imposes substantial penalties and results in the loss of any tax deferral for nonqualified deferred compensation that does not meet the requirements of that section. The Committee has structured the elements of ManpowerGroup’s compensation program so that they are either not characterized as nonqualified deferred compensation under Section 409A or meet the distribution, timing and other requirements of Section 409A. Without these steps, certain elements of compensation could result in substantial tax liability for the NEOs. Section 280G and related provisions impose substantial excise taxes on so-called “excess parachute payments” payable to certain executives upon a change of control and results in the loss of the compensation deduction for such payments by the executive’s employer. The severance agreements with the NEOs limit the amount of the severance payment in the event that the severance payment will be subject to excise taxes imposed under Section 280G, but only where the after-tax amount received by the NEO would be greater than the loss of the compensation deduction for such payments by the executive’s employer. The severance agreements with the NEOs limit the amount of the severance payment in the event that the severance payment will be subject to excise taxes imposed under Section 280G, but only where theafter-tax amount received by the NEO would be greater than theafter-tax amount without regard to such limitation.   2018 Proxy Statement| 50 46   2021 Proxy Statement 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 compensation and human resources committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement. The Executive Compensation and Human Resources Committee Edward J. Zore,Elizabeth P. Sartain, Chair William Downe Cari M. Dominguez ElizabethWilliam Downe William P. SartainGipson John R. WalterJulie M. Howard Executive Compensation and Human Resources Committee Interlocks and Insider Participation No member of the executive compensation and human resources committee has ever been an officer or employee of ManpowerGroup or any of our subsidiaries or had any relationships requiring disclosure under Item 404 of RegulationS-K. None of our executive officers hashave served on the compensation committee or board of directors of any company of which any of our other directors is an executive officer.   51 |ManpowerGroup     Compensation Policies and Practices as They Relate to Risk Management 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 executive compensation and human resources committee and has determined there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on ManpowerGroup. 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: In general, each of our incentive plans has a threshold, target and outstanding payout level, which is not material to the Company, that is earned based on the results of the financial metrics. The annual incentive and PSU awards are capped at a maximum level such that employees cannot receive a bonus that is significant enough to create a significant risk to the Company. We have multiple financial metrics under the annual incentive which focus on company-wide and segment-wide goals and objectives, and the results of those metrics are reviewed and approved at multiple levels in the Company. Each of the NEOs is subject to stock ownership guidelines. We have adopted a clawback policy. We do not permit executives to engage in short-selling of ManpowerGroup securities or trading in puts and calls on ManpowerGroup securities. We do not permit our NEOs to pledge shares of our common stock. There is an approval process of the various incentive plans in each country, which are approved by the general manager and financial manager in the respective country to ensure the growth metrics are based on company performance. 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| 5247   2021 Proxy Statement Compensation Tables      Compensation Tables Summary CompensationCompensation Table The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, 2017,2020, December 31, 2016,2019, and December 31, 2015.2018. Ms. Nettles was not an NEO in 2019 or 2018, therefore, in accordance with the SEC’s disclosure rules, information regarding compensation for those years is not included in the tables below. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.                       Name & Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(2) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) All Other Compensation ($)(3) Total ($) Jonas Prising   2017   1,250,000   —   6,760,111   1,690,019   2,240,546   —   47,197   11,987,873 CEO   2016   1,200,000   —   6,000,120   1,500,010   2,238,000   —   52,010   10,990,140   2015   1,100,000   —   4,512,135   1,128,009   2,300,000   —   74,742   9,114,886 John T. McGinnis(4)   2017   650,000   —   1,840,115   460,005   755,040   —   43,798   3,748,958 CFO   2016   519,231   —   2,600,125   400,016   712,680   —   309,047   4,541,099 Darryl Green   2017   850,000   —   3,040,039   760,007   1,004,360   —   53,385   5,707,791 President & COO   2016   800,000   —   2,800,036   700,018   990,240   —   55,499   5,345,793   2015   800,000   —   2,800,091   700,008   1,105,000   —   47,429   5,452,528 Ram Chandrashekar(5)   2017   627,849   —   1,520,019   380,016   653,967   —   175,269   3,357,120 EVP, Operational Excellence & IT and President, Asia Pacific Middle East   2016 2015   568,035 568,035   — —   1,620,086 1,120,068   280,007 280,020   370,188 460,108   — —   294,960 101,760   3,133,276 2,529,991 Mara E. Swan   2017   610,000   —   1,080,106   270,022   546,682   —   61,507   2,568,317 EVP, Global Strategy & Talent   2016 2015   560,000 560,000   — —   960,145 960,123   240,017 240,014   522,648 580,000   — —   83,271 71,432   2,366,081 2,411,569 NAME & PRINCIPAL POSITION   YEAR     SALARY ($)(1)     BONUS ($)      STOCK AWARDS ($)(2)      OPTION AWARDS ($)(3)     NON-EQUITY INCENTIVE PLAN COMPENSATION ($)     CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPENSATION EARNINGS ($)      ALL OTHER COMPENSATION ($)(4)     TOTAL ($)   Jonas Prising CEO     2020       1,105,769       —        8,000,010        2,000,002       760,000       —        37,790       11,903,571       2019       1,250,000       —        7,400,036        1,850,009       1,995,564       —        50,323       12,545,932       2018       1,250,000       —        7,200,060        1,800,015       1,137,277       —        56,658       11,444,010   John T. McGinnis CFO     2020       683,173       —        2,400,096        600,014       279,125       —        58,687       4,021,095       2019       725,000       —        2,040,082        510,002       788,655       —        66,704       4,130,443       2018       700,000       —        1,920,089        480,017       500,000       —        88,227       3,688,333   Michelle S. Nettles Chief People and Culture Officer     2020       518,269       —        800,094        200,017       144,375       —        31,777       1,694,532                                                                                                   Richard Buchband SVP, General Counsel and Secretary     2020       494,712       —        640,001        160,014       137,813       —        53,236       1,485,776       2019       525,000       —        640,148        160,002       333,585       —        59,972       1,718,707       2018       500,000       —        640,153        160,006       215,000       —        66,539       1,581,698   Mara E. Swan(5) Former EVP, Global Strategy & Talent     2020       138,558       —        —        —       —       —        10,144       148,702       2019       655,000       —        1,350,036        —       588,714       —        65,593       2,659,343       2018       610,000       —        1,080,150        270,021       330,000       —        67,788       2,357,959     (1) The amount reported in the Salary column for 2020 represents a temporary reduction in salary of 30% for Mr. Prising and 15% for Messrs. McGinnis and Buchband and Ms. Nettles effective from April to August 2020. (2) 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 unitsPSUs and restricted stock unitsRSUs (including career shares) as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” See page 5550 for the breakout in the grant date fair value of performance share unitsPSUs and restricted stock units.RSUs.        The grant date fair value of the 2017 performance share unit2020 PSU awards at the outstanding (maximum) 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 NAME 2020 ($) Jonas Prising 12,000,016 John T. McGinnis 3,600,098 Michelle S. Nettles 1,200,094 Richard Buchband 960,002 Mara E. Swan —   (2)(3) 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)(4) These amounts are described in further detail in the All Other Compensation in 20172020 Table. (4) As previously disclosed, in 2016 as part of his offer package to join the Company, Mr. McGinnis received a grant of 13,321 career shares with a grant date fair value of $1,000,007.   (5) Mr. Chandrashekar’s annual salary is795,736Singapore Dollars (“SGD”). Mr. Chandrashekar’s salary and incentive payment are paid in SGD. His salary and incentive payment have been translated at an exchange rate of 0.789017 (in U.S. Dollars), which was Ms. Swan retired from 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.Company effective March 7, 2020. The amounts includedamount reported in the all other compensationSalary column have been translated at an exchange raterepresents her salary through her last day of 0.7486 (in U.S. Dollars), the rate in effect on December 31, 2017. Based on the exchange rate of 0.7486 (in U.S. Dollars), as of December 31, 2017, Mr. Chandrashekar’s salary was $595,688and incentive compensation was $620,468.employment.     53 48 |ManpowerGroup2021 Proxy Statement   COMPENSATION TABLES   Compensation Tables   All Other CompensationCompensation in 20172020               Name & Principal Position    Perquisites & Other Personal Benefits ($)(1)     Tax Reimbursements ($)(2)     Payments/ Accruals on Termination Plans ($)      Company Contributions to Defined Contribution Plans ($)(3)      Total Other Compensation ($)   Jonas Prising CEO      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   NAME & PRINCIPAL POSITION    PERQUISITES & OTHER PERSONAL BENEFITS ($)(1)      TAX REIMBURSEMENTS ($)      PAYMENTS/ ACCRUALS ON TERMINATION PLANS ($)      COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS ($)(2)      TOTAL OTHER COMPENSATION ($)   Jonas Prising CEO      12,790        —        —        25,000        37,790   John T. McGinnis CFO      33,687        —        —        25,000        58,687   Michelle S. Nettles Chief People and Culture Officer      31,134        —        —        643        31,777   Richard Buchband SVP, General Counsel and Secretary      28,388        —        —        24,848        53,236   Mara E. Swan Former EVP, Global Strategy and Talent      5,987        —        —        4,157        10,144     (1) Except as otherwise indicated, these amounts include the value attributable to each executive’s participation in ManpowerGroup’s company car program, auto insurance, the cost of an annual physical, life insurance premiums paid and/or the value of financial services paid for by ManpowerGroup. AnyNone of these items withindividually had a value greater than $25,000 are separately disclosed below.$25,000.   (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,and the amount represents our contributionsCompany’s 401(k) Plan to the Central Provident Fund of Singapore (CPF). Further information regardingextent the Nonqualified Savings Plan can be found inNEO has made a “catch-up” contribution or was a new employee during the Nonqualified Deferred Compensation Table and accompanying narrative.year.   (4) $25,038 of this amount reflects the lease and maintenance payments associated with Mr. Green’s automobile. The amount also includes financial services paid by ManpowerGroup for both 2017 and 2016 of $10,800 and $11,400, respectively as both were paid by the Company in 2017.   (5) In addition to the amounts described above in footnote (1), this amount reflects $18,845 for tax preparation services, $42,173 for the lease and maintenance payments associated with Mr. Chandrashekar’s car and $16,252 for round-trip airfare from Singapore to the U.S. and from India to Singapore for members of Mr. Chandrashekar’s family. These items have been translated at an exchange rate for SGD of 0.7486 (in U.S. Dollars) which was the exchange rate in effect on December 31, 2017. These benefits are paid to Mr. Chandrashekar in connection with his assignment to Singapore. (6) This amount reflects tax payments paid on Mr. Chandrashekar’s behalf for compensation he received in 2017 in connection with time spent in the United States as part of his roles and responsibilities. The amount of these taxes are subject to future adjustment after calculation of the final taxes due by Mr. Chandrashekar.   2018 Proxy Statement| 5449   2021 Proxy Statement   COMPENSATION TABLES Compensation Tables     Grants of Plan-BasedPlan-Based Awards in 20172020                               Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1)     Estimated Future Payouts Under Equity Incentive Plan Awards(2)     All Other Stock Awards: Number of Shares of Stock or Units (#)(3)     All Other Option Awards: Number of Securities Underlying Options (#)(4)     Exercise or Base Price of Option Awards ($/Sh)     Grant Date Fair Value of Stock and Option Awards ($)(5)   Name & Principal Position   Grant Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)           Jonas Prising CEO     2/9/2017       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             ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1)     ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2)     ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK     ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING     EXERCISE OR BASE PRICE OF OPTION     GRANT DATE FAIR VALUE OF STOCK AND OPTION   NAME & PRINCIPAL POSITION   GRANT DATE     THRESHOLD ($)     TARGET ($)     MAXIMUM ($)     THRESHOLD (#)     TARGET (#)     MAXIMUM (#)     OR UNITS (#)(3)     OPTIONS (#)(4)     AWARDS ($/SH)     AWARDS ($)(5)   Jonas Prising CEO     2/14/2020       500,000       2,000,000       4,000,000       —       —       —       —       —       —       —       2/14/2020       —       —       —       32,363       64,725       129,450       —       —       —       6,000,008       2/14/2020       —       —       —       —       —       —       21,575       —       —       2,000,002       2/14/2020       —       —       —       —       —       —       —       105,541       92.70       2,000,002   John T. McGinnis CFO     2/14/2020       181,250       797,500       1,595,000       —       —       —       —       —       —       —       2/14/2020       —       —       —       9,709       19,418       38,836       —       —       —       1,800,049       2/14/2020       —       —       —       —       —       —       6,473       —       —       600,047       2/14/2020       —       —       —       —       —       —       —       31,663       92.70       600,014   Michelle S. Nettles Chief People and Culture Officer     2/14/2020       137,500       412,500       825,000       —       —       —       —       —       —       —       2/14/2020       —       —       —       3,237       6,473       12,946       —       —       —       600,047       2/14/2020       —       —       —       —       —       —       2,158       —       —       200,047       2/14/2020                                                       —       10,555       92.70       200,017   Richard Buchband SVP, General Counsel and Secretary     2/14/2020       131,250       393,750       787,500       —       —       —       —       —       —       —       2/14/2020       —       —       —       2,589       5,178       10,356       —       —       —       480,001       2/14/2020       —       —       —       —       —       —       1,726       —       —       160,000       2/14/2020       —       —       —       —       —       —       —       8,444       92.70       160,014   Mara E. Swan(6) Former EVP, Global Strategy and Talent     2/14/2020       —       —       —       —       —       —       —       —       —       —       2/14/2020       —       —       —       —       —       —       —       —       —       —       2/14/2020       —       —       —       —       —       —       —       —       —       —     (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 discretionestablished under the PoolAnnual Incentive 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 40 for the pool allocation for each executive officer.   (2) These amounts represent the number of performance share unitsPSUs that could be earned related to the performance share unitsPSUs granted in 20172020 under the 2011 Equity Incentive Plan.   (3) Amounts represent the number of restricted stock unitsRSUs granted in 20172020 under the 2011 Equity Incentive Plan.   (4) These amounts represent the number of shares underlying stock options that were granted in 20172020 under the 2011 Equity Incentive Plan.   (5) The grant date fair value of stock and option awards granted in 20172020 that are reported in this column have been computed in accordance with FASB ASC Topic 718. (6) Ms. Swan retired from the Company in March 2020 and did not participate in the annual incentive plan for 2020 or receive any equity grants. 50 2021 Proxy Statement COMPENSATION TABLES Compensation AgreementsAgreements and Arrangements Mr.Messrs. Prising, Mr. McGinnis, Mr. Green, Mr. ChandrashekarBuchband and Ms. SwanNettles 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. 55 |ManpowerGroup   Compensation Tables 2017 Annual Incentive Awards The following tables illustrate the achievement of the performance targets in relation to the payment of the 2017 Annual Incentive Awards. The awards are reflected in the Summary Compensation Table on page 53 under the heading“Non-Equity Incentive Plan Compensation.” For 2017, ManpowerGroup’s EPS, as reported, was $8.04 and ROIC was 16.6%. For 2017, the Committee’s calculation of EPS for Mr. Prising and the other NEOs continued to exclude the changes in foreign currency exchange rates, which resulted in an EPS of $7.94, as well as the impact of share repurchase activity during the year (except to the extent necessary to offset dilution resulting from shares issued under equity plans), which further adjusted EPS downward to $7.92. For 2017, the Committee further adjusted EPS results downward by $1.09 so that theone-time benefit from U.S. and French tax reform would be excluded for annual incentive awards. The Committee additionally adjusted EPS upward by $0.13 to exclude restructuring costs, net of the savings related to these costs. These adjustments resulted in the Committee utilizing an EPS figure of $6.96 in calculating annual incentive compensation for 2017. This compared to EPS goals of $6.38 at threshold, $6.90 at target and $7.53 at outstanding. 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 — 2017 Annual Incentive Calculation               Performance Level        Percentage of 2017 Salary      Amount Earned   EPS Goal      Above Target          65.7 %     $ 821,428   ROIC Goal      Above Target          63.5 %     $ 794,118   Operating Objectives      Above Target          50.0 %     $ 625,000   Total Incentive                 179.2 %     $ 2,240,546   John T. McGinnis — 2017 Annual Incentive Calculation               Performance Level        Percentage of 2017 Salary      Amount Earned   EPS Goal      Above Target          43.8 %     $ 284,765   ROIC Goal      Above Target          42.4 %     $ 275,275   Operating Objectives      Above Target          30.0 %     $ 195,000   Total Incentive                 116.2 %     $ 755,040   Darryl Green — 2017 Annual Incentive Calculation               Performance Level        Percentage of 2017 Salary      Amount Earned   EPS Goal      Above Target          43.8 %     $ 372,385   ROIC Goal      Above Target          42.4 %     $ 359,975   Operating Objectives      Above Target          32.0 %     $ 272,000   Total Incentive                 118.2 %     $ 1,004,360   2018 Proxy Statement| 56 Compensation Tables   Ram Chandrashekar — 2017 Annual Incentive Calculation(1)               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 — 2017 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   Compensation Tables Grants Under the 2011 Equity Incentive Plan Stock options.options. ManpowerGroup made grants of stock options to all of the executive officers under the 2011 Equity Incentive Plan in February 2017.2020, except Ms. Swan. The stock options granted in 20172020 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.PSUs. ManpowerGroup made grants of performance share unitsPSUs to all of the executive officers under the 2011 Equity Incentive Plan in February of 2017.2020, except Ms. Swan who did not receive PSUs in 2020. Each executive officer received a performance share unitPSU grant that will vest if the relevant performance goal of average Operating Profit Margin PercentageOPMP is met for the three-year performance period. For 2020, the Committee included a modifier to the final PSU payout that can increase or decrease the final PSU payout (that was determined based on the OPMP for the 3-year performance period and the gate) by up to 30%. The modifier is based on an evaluation of pre-established strategic growth initiatives over the performance period. See page 4641 for a description of the goals and initiatives established by the Committee for the 2017 performance share unit grant.2020 PSU grants. No dividends are paid on the performance share unitsPSUs unless and until actual shares are issued to the executive officer upon the vesting of the performance share unitsPSUs 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.RSUs. The restricted stock unitsRSUs granted to the executive officers under the 2011 Equity Incentive Plan in February 20172020 have a three-year cliff vest and are earned as long as the executive officer continues to be employed by the Company. Dividend equivalents are paidaccumulated on the restricted stock unitsRSUs under these awards.awards and vest on the same basis as the underlying award. Additional vesting terms applicable to these grants are described in further detail in the section entitled “Termination of Employment and Change of Control Arrangements” following the Nonqualified Deferred Compensation Table. Career shares. ManpowerGroup did not make any career share grants to any of the NEOs in 2017.2020.   2018 Proxy Statement| 5851   2021 Proxy Statement   COMPENSATION TABLES Compensation Tables     Outstanding Equity AwardsAwards at December 31, 20172020         Option Awards   Stock Awards     OPTION AWARDS   STOCK AWARDS   Name & Principal Position   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock that Have Not Vested (#)(1)   Market Value of Shares or Units of Stock that Have Not Vested ($)(2)   Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(3)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(2)   NAME & PRINCIPAL POSITION   NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE   NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE   EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)   OPTION EXERCISE PRICE ($)   OPTION EXPIRATION DATE   NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1)   MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2)   EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3)   EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)   Jonas Prising CEO   9,934           —       —             $ 67.12     2/16/2021       —       —       —       —       15,681       —       —     $ 76.13       2/11/2024         —       —       —     16,812           —       —             $ 44.81     2/15/2022       —       —       —       —     26,510       —       —     $ 82.24       5/1/2024         —       —       —     24,883           —       —             $ 52.55     2/13/2023       —       —       —       —     11,760         3,921 (4)      —             $ 76.13     2/11/2024       —       —       —       —       52,078       —       —     $ 76.97       2/10/2025         —       —       —     19,882         6,628 (6)      —             $ 82.24     5/1/2024       —       —       —       —       76,220       —       —     $ 75.07       2/16/2026       —       —       —       —     26,039         26,039 (5)      —             $ 76.97     2/10/2025       —       —       —       —       49,551       16,517 (4)      —     $ 96.94       2/9/2027       —       —       —       —     19,055         57,165 (7)      —             $ 75.07     2/16/2026       —       —       —       —       28,608       28,608 (5)      —     $ 122.87       2/15/2028       —       —       —       —       —         66,068 (8)      —             $ 96.94     2/9/2027       —       —       —       —       26,012       78,038 (6)      —     $ 84.43       2/15/2029       —       —       —       —       —           —       —               —       —     31,024 (10)    $ 3,912,437       —       —       —       105,541 (7)      —     $ 92.70       2/14/2030       —       —       —       —       —           —       —               —       —     15,513 (9)    $ 1,956,344       —       —       —       —       —       —       —       15,834 (9)    $ 1,427,910       —       —       —           —       —               —       —     20,761 (12)    $ 2,618,170       —       —       —       —       —       —       —       23,153 (10)    $ 2,087,938       —       —       —           —       —               —       —     17,717 (13)    $ 2,234,291       —       —       —       —       —       —       —       22,259 (14)    $ 2,007,317       —       —       —           —       —               —       —     61,552 (15)    $ 7,762,323       —       —       —       —       —       —       —       21,975 (15)    $ 1,981,706       —       —       —           —       —               —       —       —       —     119,890 (16)    $ 15,119,327       —       —       —       —       —       —       —       32,868 (16)    $ 2,964,036       —           —       —               —       —       —       —     104,602 (17)    $ 13,191,358       —       —       —       —       —       —       —       32,363 (17)    $ 2,918,495   John T. McGinnis CFO   5,081         15,245 (7)      —             $ 75.07     2/16/2026       ��       —       —       —       20,326       —       —     $ 75.07       2/16/2026       —       —       —       —     —         17,983 (8)      —             $ 96.94     2/9/2027       —       —       —       —     13,487       4,496 (4)      —     $ 96.94       2/9/2027       —       —       —       —       —           —       —               —       —     5,536 (12)    $ 698,145       —       —       7,629       7,629 (5)      —     $ 122.87       2/15/2028       —       —       —       —       —           —       —               —       —     4,823 (13)    $ 608,229       —       —       7,171       21,513 (6)      —     $ 84.43       2/15/2029       —       —       —       —       —           —       —               —       —     13,840 (14)    $ 1,745,362       —       —       —       31,663 (7)      —     $ 92.70       2/14/2030       —       —       —       —       —           —       —               —       —       —       —     31,972 (16)    $ 4,031,989       —       —       —       —       —       4,224 (9)    $ 380,920       —       —       —           —       —               —       —       —       —     28,472 (17)    $ 3,590,604       —       —       —       —       —       6,383 (10)    $ 575,619       —       —   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       —       —       —       —       —       —       —       —       —       14,960 (11)    $ 1,349,093       —       —       —         26,678 (7)      —             $ 75.07     2/16/2026       —       —       —       —       —       —       —       —       —       6,678 (14)    $ 602,222       —       —       —         29,711 (8)      —             $ 96.94     2/9/2027       —       —       —       —       —       —       —       —       —       5,860 (15)    $ 528,455       —       —       —           —       —               —       —     9,198 (9)    $ 1,159,960       —       —       —       —       —       —       —       —       —       9,061 (16)    $ 817,121       —           —       —               —       —     9,256 (12)    $ 1,167,274       —       —       —       —       —       —       —       —       —       9,709 (17)    $ 875,558   Michelle S. Nettles Chief People and Culture Officer     2,813       8,441 (8)      —     $ 83.84       8/14/2029       —       —       —       —     —       10,555 (7)      —     $ 92.70       2/15/2030       —       —       —       —     —       —       —       —       —       2,520 (12)    $ 227,254       —       —     —       —       —       —       —       9,452 (13)    $ 852,381       —       —       —           —       —               —       —     7,612 (13)    $ 959,949       —       —       —       —       —       —       —       2,226 (14)    $ 200,741       —       —       —           —       —               —       —     38,198 (15)    $ 4,817,150       —       —       —       —       —       —       —       —     $ —       3,579 (16)      322,754       —           —       —               —       —       —       —     55,948 (16)    $ 7,055,602       —       —       —       —       —       —       —       3,237 (17)      291,913       —           —       —               —       —       —       —     47,040 (17)    $ 5,932,214       59 52 |ManpowerGroup2021 Proxy Statement   Compensation Tables               Option Awards     Stock Awards   Name & Principal Position   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock that Have Not Vested (#)(1)     Market Value of Shares or Units of Stock that Have Not Vested ($)(2)     Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(3)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(2)   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   COMPENSATION TABLES     OPTION AWARDS     STOCK AWARDS   NAME & PRINCIPAL POSITION   NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE     NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE     EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)     OPTION EXERCISE PRICE ($)     OPTION EXPIRATION DATE     NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1)     MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2)     EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3)     EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)   Richard Buchband SVP, General Counsel and Secretary     5,541       —       —     $ 76.97       2/10/2025       —       —       —       —       7,114       —       —     $ 75.07       2/16/2026       —       —       —       —       4,691       1,564 (4)      —     $ 96.94       2/9/2027       —       —       —       —       2,543       2,543 (5)      —     $ 122.87       2/15/2028       —       —       —       —       2,249       6,750 (6)      —     $ 84.43       2/15/2029       —       —       —       —       —       8,444 (7)      —     $ 92.70       2/14/2030       —       —       —       —       —       —       —       —       —       1,408 (9)    $ 126,973       —       —       —       —       —       —       —       2,004 (10)    $ 180,721       —       —       —       —       —       —       —       1,781 (14)    $ 160,611       —       —       —       —       —       —       —       1,954 (15)    $ 176,212       —       —       —       —       —       —       —       —       —       2,843 (16)    $ 256,382         —       —       —       —       —       —       —       2,589 (17)    $ 233,476   Mara E. Swan Former EVP, Global Strategy and Talent     11,081 (18)      —       —     $ 76.97       03/07/2023       —       —       —       —       12,196 (18)      —       —     $ 75.07       03/07/2023       —       —       —       —       10,556 (18)      —       —     $ 96.94       03/07/2023       —       —       —       —       8,583 (18)      —       —     $ 122.87       03/07/2023       —       —       —       —         —       —       —       —       —       3,297 (15)    $ 297,323       —       —     (1) Represents outstanding grants of restricted stock, restricted stock units,RSUs, career shares or earned but unvested performance share units.PSUs.   (2) Value based on the closing price of $126.11$90.18 on December 31, 2017.2020.   (3) Represents outstanding grants of performance share units, measured at target levels, except as otherwise provided herein.PSUs.   (4) The remaining unvested options vested on February 11, 2018.9, 2021.   (5) 50% of the remaining unvested options vested on February 10, 201815, 2021 and the remaining unvested options are scheduled to vest on February 10, 2019.15, 2022.   (6) The remaining unvested options are scheduled to vest on May 1, 2018. (7) 33% of the remaining unvested options vested on February 16, 2018,15, 2021, and 33% of the remaining unvested options are scheduled to vest on each of February 16, 201915, 2022 and 2020.2023.   (8)(7) 25% of the unvested options vested on February 9, 201814, 2021 and 25% of the remaining unvested options are scheduled to vest on each of February 9, 2019, 202014, 2022, 2023 and 2021.2024. (8) 33% of the remaining unvested options are scheduled to vest on each of August 14, 2021, 2022 and 2023.   (9) These restricted stock unitsRSUs vested on February 10, 2018.15, 2021.   (10) These career shares vested RSUs scheduled to vest on February 13, 2018.15, 2022.   (11) These career Career shares vested on February 11, 2018.16, 2021.   (12) Restricted stock units RSUs scheduled to vest on February 16, 2019.August 14, 2022.   (13) Restricted stock units 33% of the remaining unvested RSUs are scheduled to vest on February 9, 2020.each of August 14, 2021, 2022 and 2023.   (14) Career shares RSUs scheduled to vest on February 16, 2021.14, 2023.   (15) These performance sharesPSUs represent the actual shares achieved during the 2015-20172018-2020 performance period. These shares were earned on February 15, 201812, 2021 after the Committee certified that the performance target was achieved as of December 31, 2017.2020.   (16) Performance shares, PSUs, reported at the outstandingthreshold level, scheduled to vest in February 20192022 if the committeeCommittee certifies that the performance targets are achieved as of December 31, 2018.2021.   (17) Performance shares, PSUs, reported at the outstandingthreshold level, scheduled to vest in February 20202023 if the committeeCommittee certifies that the performance targets are achieved as of December 31, 2019.2022. (18) These options fully vested upon Ms. Swan’s retirement on March 7, 2020.   2018 Proxy Statement| 6053   2021 Proxy Statement   COMPENSATION TABLES Compensation Tables     Option Exercises and StockStock Vested in 20172020              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 ($)   Jonas Prising CEO      52,000        2,186,032        93,793        9,106,753   John T. McGinnis CFO      —        —        —        —   Darryl Green President & COO      107,740        3,275,374        60,797        5,908,205   Ram Chandrashekar EVP, Operational Excellence & IT and President, Asia Pacific Middle East      19,912        620,113        24,624        2,381,074   Mara E. Swan EVP, Global Strategy and Talent      39,454        2,126,923        21,107        2,040,989        OPTION AWARDS      STOCK AWARDS   NAME & PRINCIPAL POSITION    NUMBER OF SHARES ACQUIRED ON EXERCISE (#)      VALUE REALIZED ON EXERCISE ($)      NUMBER OF SHARES ACQUIRED ON VESTING (#)(1)      VALUE REALIZED ON VESTING ($)   Jonas Prising CEO      51,629        2,144,609        63,454        5,822,354   John T. McGinnis CFO      —        —        17,296        1,587,021   Michelle S. Nettles Chief People and Culture Officer      —        —        3,104        239,598   Richard Buchband SVP, General Counsel and Secretary      5,089        122,327        6,016        557,841   Mara E. Swan Former EVP, Global Strategy and Talent      —        —        29,138        2,333,031     (1) Includes vesting of RSUs and PSUs as follows:     Name      Number of RSUs        Number of PSUs   NAME    NUMBER OF RSUS      NUMBER OF PSUS   Jonas Prising        14,781          79,012        18,562        44,892   John T. McGinnis        —          —        5,053        12,243   Darryl Green        10,588          50,209   Ram Chandrashekar        3,880          20,744   Michelle S. Nettles      3,104        —   Richard Buchband      1,757        4,259   Mara E. Swan        3,326          17,781        21,952        7,186       61 54 |ManpowerGroup2021 Proxy Statement   COMPENSATION TABLES   Compensation Tables   Nonqualified Deferred Compensation in 20172020                 Name & Principal Position    Plan    Executive Contributions in 2017 ($)(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 NAME & PRINCIPAL POSITION    PLAN      EXECUTIVE CONTRIBUTIONS IN 2020 ($)(1)      REGISTRANT CONTRIBUTIONS IN 2020 ($)      AGGREGATE EARNINGS IN 2020 ($)      AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)     AGGREGATE BALANCE AT DECEMBER 31, 2020 ($)(2)   Jonas Prising CEO      NQSP        50,000        25,000        339,272        —       3,410,804   John T. McGinnis CFO      NQSP        50,000        25,000        62,645        —       382,609   Michelle S. Nettles(3) Chief People and Culture Officer      NQSP        —        —        —        —       —   Richard Buchband SVP, General Counseland Secretary      NQSP        49,698        24,848        110,386        —       798,885   Mara E. Swan(4) Former EVP, Global Strategy and Talent      NQSP        8,313        4,157        335,999        (338,724 )      1,927,315     (1) These amounts reflect contributions made by the executive officers from their 20172020 salary, which amounts were also included in the salary column for each executive officer in the Summary Compensation Table. Of the amounts disclosed in this column for the Nonqualified Savings Plan, the following contributions are attributable to a portion of the 20162019 annual incentive, which was disclosed in the 20162019 Summary Compensation Table:Table for all NEOs: Mr. Prising — $41,692;$35,577; Mr. McGinnis — $41,635; Mr. Buchband — $20,015; and Ms. Swan — $31,359.$0.   (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 20172020 or prior to 2017:2020: Mr. Prising — $1,282,449;$1,527,449; Mr. McGinnis — $48,317;$288,870; Mr. GreenBuchband — $19,735;$233,926 and Ms. Swan — $403,714.$586,184. The difference between the amounts disclosed in this footnote and the amounts disclosed in the above column for the Nonqualified Savings Plan reflect earnings (and losses) on the contributions, any salary or bonus deferrals by the executive prior to becoming an NEO, and any company contributions prior to the executive becoming an NEO. (3) Ms. Nettles did not participate in the NQSP in 2020. (4) Ms. Swan retired in March 2020 and elected to receive her NQSP balance over a ten-year installment period. The amount in the distribution column in the table represents the distribution of her first installment. Nonqualified Savings Plan.Plan. Pursuant to the Nonqualified Savings Plan (the “NQSP Plan”), certain executives, including the NEOs, may defer a portion of their salary and incentive awards. Elections must be made by the executive officers before December 31 of the year prior to the year in which it will be earned. The executive officers are permitted to defer up to 50% of their salary and 50% of their annual incentive under the plan.plan, but the total annual contributions cannot exceed $50,000 per participant. Pursuant to the plan, the executive officers, as well as all other plan participants, may receive a matching amount of 50% of the deferrals they have made during the year, up to a maximum of 6% of their annual compensation. Effective December 31, 2015, the plan was amended to allow ManpowerGroup to make a discretionary Enhanced Matching Contribution (“EMC”) to participants in the plan. The EMC is calculated as an additional matching contribution (over and above the regular 50% match of the deferrals made during the year on the first 6% of employee contributions). During 2017, ManpowerGroup madedid not make an EMC equal to a15% match in 2020 for any of the deferrals made for each NEONEOs who participated in the plan in 2016. Also effective January 1, 2016,2019. ManpowerGroup’s contributions to a participant’s account under the plan (both matching contributions and EMC’s) are not fully vested until a participant has at least three years of credited service with ManpowerGroup. Prior to 2016, employees were fully vested after five years of credited service.ManpowerGroup, with vesting occurring on a pro-rata basis during those three years. All of the executive officers who participate in the plan were fully vested in their matching contributions and enhanced matching contributions as of December 31, 2017, except for McGinnis, who joined the company in 2016.2020.   2018 Proxy Statement| 6255   2021 Proxy Statement   COMPENSATION TABLES 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, 2017.2020.   NAME OF FUND ANNUAL RETURN   Name of Fund Annual Return   Mainstay Epoch US All Cap ISFund Class I      22.7310.29 % Vanguard Total Stock Market Index Investor Share Fund Institutional Shares      21.1721.00 % Dodge & Cox International Stock Fund      23.942.10 % Vanguard Total International Stock ADIndex Fund Institutional Shares      27.5511.28 % T. Rowe Price Institutional Global Focused Growth Equity 34.62 % Fidelity Freedom 2005Stock Fund      10.4544.45 % Fidelity Freedom 2010 FundJP Morgan Smart Retirement Blend 2020      12.5210.14 % Fidelity Freedom 2015 FundJP Morgan Smart Retirement Blend 2025      14.3011.31 % Fidelity Freedom 2020 FundJP Morgan Smart Retirement Blend 2030      15.7112.17 % Fidelity Freedom 2025 FundJP Morgan Smart Retirement Blend 2035      16.8712.62 % Fidelity Freedom 2030 FundJP Morgan Smart Retirement Blend 2040      19.8613.01 % Fidelity Freedom 2035 FundJP Morgan Smart Retirement Blend 2045      22.0113.14 % Fidelity Freedom 2040 FundJP Morgan Smart Retirement Blend 2050      22.3813.39 % Fidelity Freedom 2045 FundJP Morgan Smart Retirement Blend 2055      22.3613.22 % Fidelity Freedom 2050 FundJP Morgan Smart Retirement Blend 2060      22.3313.04 % Fidelity Freedom 2055 Fund 22.37 % Fidelity Freedom 2060 Fund 22.21 % Fidelity FreedomJP Morgan Smart Retirement Blend Income Fund      8.149.60 % Fidelity Short Term Bond      1.153.70 % PGIM Total Return Bond Fund - Class R6 8.10 %  Vanguard Total Bond Market Index Fund Institutional Shares      3.577.74 % Prudential Total Return Bond Fund Class Q 6.71 % Vanguard Federal Money Market Fund Investor Shares      0.810.45 % 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 56 |ManpowerGroup2021 Proxy Statement   COMPENSATION TABLES   Compensation Tables   Termination of Employment and Change of Control Arrangements ManpowerGroup has entered into severance agreements (which include change of control benefits) with each of the NEOs. Each agreement generally has a three-year term, and such term is automatically extended for two years to the extent there is a change of control of ManpowerGroup within thetwo-year period prior to the expiration of the original term of the agreement. In addition to these severance agreements, the NEOs participate in a number of equity grants and benefit plans that contain vesting provisions that are triggered upon a change of control of ManpowerGroup and/or certain terminations of employment. Generally, benefits under these arrangements are triggered upon the involuntary termination of the executive’s employment not for cause or upon a voluntary termination of employment for good reason. Terminations for other reasons (such as retirement, death, disability or a change of control) also trigger enhanced benefits under certain of these arrangements. TheOther than for Ms. Swan, the tables following the descriptions of these arrangements illustrate the amount of enhanced benefits the NEOs would receive under all such arrangements if ManpowerGroup terminated their employment on December 31, 20172020 for the reasons specified within the tables. None of the tables illustrate the value of any vested benefits payable to the NEOs upon a termination of employment (i.e., vested equity awards, or vested balances accrued under the Nonqualified Savings Plan), nor does any table illustrate the value of any enhanced benefits upon retirement of an NEO who was not eligible for retirement treatment as of December 31, 20172020 with respect to any of their unvested benefits. As of December 31, 2017, only Mr. Green 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. Mara Swan Retirement. As previously disclosed, Ms. Swan retired from ManpowerGroup on March 7, 2020. The table for Ms. Swan which follows the descriptions of the below arrangements illustrates the benefits she became entitled to receive upon her retirement. The table does not illustrate the value of any benefits that may have been payable to her upon retirement but were otherwise vested prior to her retirement (i.e., vested equity awards or vested balances accrued under the Nonqualified Savings Plan). Due to Ms. Swan’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 her. Severance agreements. Under the severance agreements, upon the involuntary termination of the NEO’s employment (other than for cause, as described below) or upon the voluntary termination of employment by the NEO for good reason (as described below), the NEO is entitled to receive a severance payment equal to the sum of the executive’s base salary and annual incentive. The severance payment to the CEO is capped at2-1/2 2.5 times his base salary in effect at the time of the termination, while the CFO’s severance payment is capped at 2 times his base salary in effect at the time of the termination. There is no cap applicable to the other NEOs. In the event an NEO’s termination occurs in thetwo-year period following a change of control of ManpowerGroup or during a “protected period” (generally, thesix-month period prior to a change of control), the severance payment payable to the CEO and CFO is equal to three times the sum of their base salary and annual incentive, while the severance payment to the other NEOs is equal to two times the sum of their base salary and annual incentive. The caps on payments to the CEO and CFO described in the paragraph above do not apply in the event of a change of control. All severance payments under the NEOs’ agreements will generally be paid in a lump sum on the 30th day following the date of termination. The determination of the amount of the annual incentive used to calculate the severance payment will vary depending on the circumstances surrounding the termination and is further detailed in the footnotes accompanying the illustrative tables below. Cause is defined in the severance agreements, and generally includes: performance failures; failure to follow instructions; fraudulent acts; violation of ManpowerGroup policies; acts of moral turpitude which are likely to result in loss of business, reputation or goodwill to ManpowerGroup; chronic absences from work which arenon-health related; crimes related to the NEO’s duties; or willful harmful conduct to ManpowerGroup. Good reason is also defined in each severance agreement. A termination for good reason in the severance agreements for the NEOs is triggered by (i) any material breach by the Company or one of its affiliates of a material obligation to pay or provide benefits or compensation to the executive, (ii) a material diminution in base salary, (iii) a material diminution in the executive’s authority, duties or responsibility, coupled with a material reduction in the executive’s target bonus 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; orcontrol, (v) a material reduction in the executive’s target bonus opportunity that is not coupled with a material diminution in the executive’s authority, duties or responsibilities, but that occurs within two years after a change of control. In addition, under the severance agreements with Mr. Prising, Mr. Green, Mr. McGinnis and Ms. Swan, good reason is triggered bycontrol, or (vi) a relocation to a new principal office that is in excess of 50 miles from the NEO’s prior principal office. Under the severance agreements, the NEOs are bound bynon-competition agreements in favor of ManpowerGroup for theone-year period following the termination of their employment for any reason, except 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. Ms. Swan is bound by the terms of the noncompetition provisions in her severance agreement for a period of one-year following Ms. Swan’s retirement. 57 2021 Proxy Statement COMPENSATION TABLES Under the severance agreements, upon the NEO’s (i) involuntary termination (other than for cause), (ii) voluntary termination for good reason or (iii) termination due to the death or disability of the NEO, the NEOs are entitled to receive a prorated incentive for the year in which termination occurs. In addition, for all NEOs covered by U.S. health insurance, ManpowerGroup has agreed to pay for continued health insurance for the NEOs and their families for a12-month period following an involuntary termination of their employment (other than for cause) or a voluntary termination of their employment for good reason. Furthermore, if such a termination occurs within thetwo-year period following a change of control or during a protected period, then ManpowerGroup has agreed to pay for continued health insurance for the NEOs and their families for an18-month period. Finally, under the severance agreements, following an involuntary termination of the NEO’s employment (other than for cause) or a voluntary termination of the NEO’s employment for good reason, ManpowerGroup will pay for outplacement services for up to one year following the NEO’s termination. This benefit is not included in the agreement with Mr. Prising. Effective as of May 2, 2017, the Company entered into a new severance agreement with Mr. Prising replacing his prior severance agreement that expired May 1, 2017. This severance agreement replaces his previous severance agreement dated as of May 1, 2014. The new severance agreement is substantially similar to the one it replaced and expires on the first to occur of (1) the date two years after the occurrence of a change of control of the Company or (2) May 2, 2020 if no such change of control occurs before May 2, 2020. Effective as of December 11, 2017, the Company entered into a new severance agreement with Ms. Swan replacing her prior severance agreement that was set to expire February 10, 2018. This severance agreement replaces her previous severance agreement dated February 10, 2015. The new severance agreement is substantially similar to the one it replaced and expires on the first to occur of (1) the date two years after the occurrence of a change of control of the Company or (2) December 11, 2020 if no such change of control occurs before December 11, 2020. Stock options. As of December 31, 2017,2020, each of the NEOs (other than Ms. Swan) held unvested stock options granted under the 2011 Equity Incentive Plan. Under the terms of the stock option agreements that ManpowerGroup entered into with each of the NEOs, unvested options immediately vest upon the NEO’s death or disability. Furthermore, upon a change of control where the options are converted on a tax freetax-free basis or where ManpowerGroup’s shares remain publicly traded, the options only accelerate vesting in the event of the NEO’s involuntary termination of employment (other than for cause) or a voluntary termination of employment for good reason during a protected period or within two years following a change of control. Alternatively, upon a change of control of ManpowerGroup where ManpowerGroup’s shares do not remain publicly traded or where a publicly traded acquirer does not convert the options into options overof the acquirer’s shares on a tax freetax-free basis, such options immediately vest upon the change of control. For purposes of these stock option agreements, the definitions of cause and good reason are generally the same as those used in the NEO’sNEOs severance agreements. Under the terms of the stock option agreements entered into with each of the NEOs, unvested options also immediately vest upon the NEO’s “retirement.” Here, retirement means the termination of the NEO’s employment on or after age 55 and the NEO has completed 10 years of service with ManpowerGroup. Ms. Swan’s unvested stock options vested on her retirement on March 7, 2020. Unvested options are forfeited upon the NEO’s termination of employment for reasons other than death, disability, retirement, or in connection with a change in control. Restricted stock unitsRSUs and career shares.shares. As of December 31, 2017,2020, the NEOs (other than Ms. Swan) held unvested restricted stock unitsRSUs and career shares (restricted stock units(RSUs that vest completely on a single date several years into the future, for example, four or five years) granted under the 2011 Equity Incentive Plan. A NEO will become fully vested in his or her restricted stock unitsRSUs or career shares upon a termination of employment due to death or disability. All restricted stock unitsRSUs held by the NEOs will become fully vested upon a termination of employment due to the NEO’s retirement. For these awards, “retirement” generally means the termination of the NEO’s employment on or after age 55 if the NEO has completed 10 years of service with ManpowerGroup. Ms. Swan’s unvested RSUs vested on her retirement on March 7, 2020. Career shares do not vest upon retirement. Upon a change of control, the restricted stock unitsRSUs or career shares shall vest according to the same terms as described above for stock options. Also, restricted stock units RSUs and career shares are forfeited upon the NEO’s involuntary termination of employment for reasons other than death, disability, retirement, or in connection with a voluntary termination for good reason.change in control. Performance share units.PSUs. As of December 31, 2017,2020, all NEOs held outstanding performance share unitsPSUs granted under the 2011 Equity Incentive Plan. Generally, under these awards, upon a NEO’s termination of employment due to retirement (here, employment termination after age 55 with 10 years of completed service), the NEO is entitled to receive apro-rata number of shares based on the actual results at the end of the applicable performance 65 |ManpowerGroup   Compensation Tables period, prorated based on the time elapsed after the agreement date and during the applicable service periods. No proration will apply under the 2016 and 20172018, 2019 or 2020 award of performance units upon a NEO’s termination of employment due to retirement (here, employment termination after age 55 with 10 years of completed service), if the Committee has approved a succession plan, as recommended by the CEO, for the NEO or with respect to his or her position. PerformanceFor any outstanding award of performance units share units held by Ms. Swan upon her retirement on March 7, 2020, the Committee approved the succession plan for her position, so she is entitled to receive the full number of shares payable under each award at the end of each applicable performance period, based on actual results at the end of the applicable performance period. PSUs are forfeited upon an involuntarya termination of employment or a voluntary employment termination for good reason prior to the end of the performance period.period for reasons other than death, disability, retirement, or in connection with a change in control. Generally, upon the death or disability of a NEO during the performance period, the NEO is entitled to receive the target amount of shares. In the event of a change of control of ManpowerGroup, if the NEO’s employment were terminated prior to the end of the vesting period for such awards (either by ManpowerGroup other than for cause or by the NEO for good reason), the NEO generally would be entitled to accelerated vesting of any unpaid performance share units,PSUs, where the total number of shares payable under the award will be based on an amount determined by the committee.Committee. 58 2021 Proxy Statement COMPENSATION TABLES Annual Incentive Plan. The ManpowerGroup Annual Incentive Plan (the “Annual Incentive Plan”) provides that a bonus will become vested upon retirement. For purposes of this plan, “retirement” means the NEO terminates employment after he or she has (i) reached age 55 and (ii) completed 10 years of service. The amount of the bonus earned for the year of retirement will be based on the actual bonus that would have been earned had the NEO continued employment, but the bonus will be prorated based on the actual number of days the NEO was employed by ManpowerGroup during the year of retirement. Nonqualified Savings Plan.Plan. The amount of any unvested benefits under the Nonqualified Savings Plan will become vested upon a participant’s death, disability or retirement. For purposes of this plan, “retirement” means a NEO terminates employment after he or she has (i) reached age 60, (ii) has reached age 55 and completed 20 years of service with ManpowerGroup or (iii) has reached age 55, and ManpowerGroup determines that the retirement is bona fide and that the NEO will not perform services for any competitor of ManpowerGroup. All of the NEOs that participate in this plan other than Mr. McGinnisMs. Nettles are already fully vested in their benefits under this plan and therefore, only Mr. McGinnisMs. Nettles would receive any enhanced benefit upon hisher death, disability or retirement.   2018 Proxy Statement| 6659   2021 Proxy Statement   COMPENSATION TABLES Compensation Tables     Post-Termination and ChangeChange of Control Benefits Jonas Prising, CEO (1)          Death($)        Disability($)        Involuntary Termination or Good Reason – no COC($)        Double Trigger (COC+ Termination) ($)(2)        For Cause($)      Voluntary($)       DEATH($)   DISABILITY($)   INVOLUNTARY TERMINATION OR GOOD REASON – NO COC($)   DOUBLE TRIGGER (COC+ TERMINATION) ($)(2)   FOR CAUSE($)   VOLUNTARY($)   RETIREMENT($)   Severance Payment(3)        —              —              3,125,000              9,375,000          —      —       —       —       3,125,000       9,750,000       —       —       —   Prorated Incentive(4)        1,875,000              1,875,000              1,990,546              1,875,000          —      —       2,000,000       2,000,000       400,000       2,000,000       —       —       760,000   Options(5)        6,611,204              6,611,204              —              6,611,204          —      —       448,719       448,719       —       448,719       —       —       448,719   Performance Share Units(6)        19,699,895              19,699,895              —              21,917,716          —      —   PSUs(6)     15,728,204       15,728,204       —       13,746,588       —       —       4,930,561   Restricted Stock Units/ Career Shares(7)        10,721,242              10,721,242              —              10,721,242          —      —   RSUs/Career Shares(7)     5,523,164       5,523,164       —       5,523,164       —       —       5,523,164   Health Benefits        —              —              21,006              32,162          —      —       —       —       24,438       37,252       —       —       —                                         Total        38,907,341              38,907,341              5,136,552              50,532,324                —                  —             23,700,087       23,700,087       3,549,438       31,505,723       —       —       11,662,444                                           (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, 2020.February 14, 2023. As of December 31, 2020, Mr. Prising was eligible for retirement treatment under certain of his outstanding awards.   (2) The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control.   (3) The amount of the severance payment under Mr. Prising’s severance agreement is equal to the sum of his annual base salary at the highest rate in effect during the terms of the agreement (here, $1,250,000) and his target bonus for the year of the termination (here, $1,875,000)$2,000,000). In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the severance payment is limited to a maximum of 2.5 times Mr. Prising’s annual base salary. In a double-trigger scenario, the amount of his severance payment is multiplied by three.   (4) In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to Mr. Prising under his severance agreement is based on the actual incentive earned for 20172020 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. In the event of retirement, the prorated incentive is based on the actual incentive earned for 2020. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2020, 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 2020 compensation for Mr. Prising in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2020 ($90.18) and the exercise price of each unvested stock option held by Mr. Prising on such date. (6) The value of PSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2018, 2019 and 2020 grants) using the closing stock price on December 31, 2020 ($90.18). 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 2018 award and assuming the Committee would determine the amount of shares earned relating to the 2019 and 2020 awards will equal the target award. In the case of a death or disability, the payout is shown based on the target awards for 2018, 2019 and 2020. In the case of retirement, the prorated award payout is shown based on the number of shares earned based on actual performance for the 2018 award and assuming actual performance for the 2019 and 2020 awards at the threshold performance level, where the 2019 and 2020 awards are prorated based on the number of months of the performance period completed as of December 31, 2020. A full payout would only be applicable in the case of a retirement where the Committee had approved a succession plan and no such succession plan was approved for Mr. Prising as of the date hereof. (7) The value of any unvested RSUs is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2020 ($90.18). 60 2021 Proxy Statement COMPENSATION TABLES Post-Termination and Change of Control Benefits John T. McGinnis, CFO (1)      DEATH($)      DISABILITY($)      INVOLUNTARY TERMINATION OR GOOD REASON – NO COC($)      DOUBLE TRIGGER (COC+ TERMINATION) ($)(2)      FOR CAUSE($)      VOLUNTARY($)   Severance Payment(3)      —        —        1,450,000        4,567,500        —        —   Prorated Incentive(4)      797,500        797,500        145,000        797,500        —        —   Options(5)      123,700        123,700        —        123,700        —        —   PSUs(6)      4,442,267        4,442,267        —        3,913,812        —        —   RSUs/Career Shares(7)      2,907,854        2,907,854        —        2,907,854        —        —   Health Benefits      —        —        23,020        35,209        —        —   Outplacement      —        —        25,000        25,000        —        —   Total      8,271,321        8,271,321        1,643,020        12,370,575        —        —   (1) The term of Mr. McGinnis’s severance agreement expires on December 12, 2021. As of December 31, 2020, Mr. McGinnis was not eligible for retirement treatment. (2) The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within the two-year period following a change of control. (3) The amount of the severance payment under Mr. McGinnis’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $725,000) and his target annual incentive for the fiscal year in which the termination occurs (here, $797,500). In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the severance payment is limited to a maximum of 2 times Mr. McGinnis’ annual base salary. In a double-trigger scenario, the amount of his severance payment is multiplied by three. (4) In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to him under his severance agreement is based on the actual incentive earned for 2020 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, 2017,2020, 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 20172020 compensation for Mr. Prisinghim 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, 20172020 ($126.11)90.18) and the exercise price of each unvested stock option held by Mr. PrisingMcGinnis on such date.   (6) The value of performance share unitsPSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2015, 2016(2018, 2019 and 20172020 grants) using the closing stock price on December 31, 20172020 ($126.11)90.18). 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 20152018 award and assuming the Committee would determine the amount of shares earned relating to the 20162019 and 20172020 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, 20162018, 2019 and 2017. 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.2020.   (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, 20172020 ($126.11)90.18).     67 61 |ManpowerGroup2021 Proxy Statement   COMPENSATION TABLES   Compensation Tables   Post-Termination and Change of Control Benefits John T. McGinnis, CFOMichelle S. Nettles, Chief People & Culture Officer (1)          Death($)        Disability($)        Involuntary Termination or Good Reason – no COC($)        Double Trigger (COC+ Termination) ($)(2)        For Cause($)      Voluntary($)        DEATH($)      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          —      —        —        —        962,500        1,925,000        —        —   Prorated Incentive(4)        650,000              650,000              690,040              650,000          —      —        412,500        412,500        110,000        412,500        —        —   Options(5)        1,302,669              1,302,669              —              1,302,699          —      —        53,516        53,516        —        53,516        —        —   Performance Share Units(6)        3,811,296              3,811,296              —              3,811,296          —      —   PSUs(6)      1,229,153        1,229,153        —        1,229,153        —        —   Restricted Stock Units/Career Shares(7)        3,051,736              3,051,736              —              3,051,736          —      —   Nonqualified Savings Plan        52,284              52,284              —              —             RSUs/Career Shares(7)      1,280,376        1,280,376        —        1,280,376        —        —   Health Benefits        —              —              20,899              32,004          —      —        —        —        17,286        26,436        —        —   Outplacement        —              —              25,000              25,000          —      —        —        —        25,000        25,000        —        —                                         Total        8,867,985              8,867,985              2,035,939              12,772,735                —                  —              2,975,545        2,975,545        1,114,786        4,951,981        —        —                                           (1) The term of Mr. McGinnis’sMs. Nettles’ severance agreement expires on February 15, 2019.August 14, 2022. As of December 31, 2020, Ms. Nettles was not eligible for retirement treatment.   (2) The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control.   (3) The amount of the severance payment under Mr. McGinnis’sMs. Nettles’ severance agreement is equal to hisher annual base salary at the highest rate in effect during the term of the agreement (here, $650,000)$550,000) and hisher target annual incentive for the fiscal year in which the termination occurs (here, $650,000)$412,500). In a double-trigger scenario, the amount of hisher severance payment is multiplied by three.two.   (4) In the case of hisher involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to himher under hisher severance agreement is based on the actual incentive earned for 20172020 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive payable to her under her severance agreement is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2017,2020, 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 20172020 compensation for himher 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, 20172020 ($126.11)90.18) and the exercise price of each unvested stock option held by Mr. McGinnisMs. Nettles on such date.December 31, 2020.   (6) The value of performance share unitsPSUs is illustrated here by measuring the value of the number of shares payable under his outstanding awards (2016(2019 and 20172020 grants) using the closing stock price on December 31, 20172020 ($126.11)90.18). In the case of a change of control, the payout is shown based on the number of shares earned assuming the Committee willwould determine the amount of shares earned relating to the 20162019 and 20172020 awards will equal the target award. In the case of a death or disability, the payout is also shown at target.based on the target awards for 2019 and 2020.   (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, 20172020 ($126.11)90.18).   2018 Proxy Statement| 6862   2021 Proxy Statement   COMPENSATION TABLES Compensation Tables     Post-Termination and Change of Control Benefits Darryl Green, PresidentRichard Buchband, SVP, General Counsel and COOSecretary (1)         Death($)     Disability($)     Involuntary Termination or Good Reason – no COC($)     Double Trigger (COC+ Termination) ($)(2)     Retirement($)     For Cause($)     Voluntary($)        DEATH($)      DISABILITY($)      INVOLUNTARY TERMINATION OR GOOD REASON –NO COC($)      DOUBLE TRIGGER (COC+ TERMINATION) ($)(2)      FOR CAUSE($)      VOLUNTARY($)   Severance Payment(3)       —             —             1,700,000             3,400,000             —         —     —        —        —        918,750        1,837,500        —        —   Prorated Incentive(4)       850,000             850,000             902,360             850,000             1,004,360         —     —        393,750        393,750        105,000        393,750        —        —   Options(5)       3,339,509             3,339,509             —             3,339,509             3,339,509         —     —        38,813        38,813        —        38,813        —        —   Performance Share Units(6)       9,934,694             9,934,694             —             11,311,008             17,804,916         —     —   PSUs(6)      1,332,049        1,332,049        —        1,155,927        —        —   Restricted Stock Units/Career Shares(7)       3,287,183             3,287,183             —             3,287,183             3,287,183         —     —   RSUs/Career Shares(7)      468,305        468,305        —        468,305        —        —   Health Benefits       —             —             25,340             38,797             —         —     —        —        —        26,313        40,252        —        —   Outplacement       —             —             25,000             25,000             —         —     —        —        —        25,000        25,000        —        —                                         Total       17,411,386             17,411,386             2,652,700             22,251,497             25,435,968               —                 —              2,232,917        2,232,917        1,075,063        3,959,547        —        —                                           (1) The term of Mr. Green’sBuchband’s severance agreement expires on July 28, 2019.November 8, 2021. As of December 31, 2020, Mr. Buchband was not eligible for retirement treatment.   (2) The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control.   (3) The amount of the severance payment under Mr. Green’sBuchband’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $850,000)$525,000) and his target annual incentive for the fiscal year in which the termination occurs (here, $850,000)$393,750). 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 20172020 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, 2017,2020, 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 20172020 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, 20172020 ($126.11)90.18) and the exercise price of each unvested stock option held by Mr. GreenBuchband on December 31, 2017.2020.   (6) The value of performance share unitsPSUs is illustrated here by measuring the value of the number of shares payable under outstanding awards (2015, 2016(2018, 2019 and 20172020 grants) using the closing stock price on December 31, 20172020 ($126.11)90.18). 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 20152018 award and assuming the Committee would determine the amount of shares earned relating to the 20162019 and 20172020 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, 20162018, 2019 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.2020.   (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, 20172020 ($126.11)90.18).     69 63 |ManpowerGroup2021 Proxy Statement   COMPENSATION TABLES   Compensation Tables   Post-Termination and Change of Control Benefits Ram Chandrashekar,Mara E. Swan, EVP, Operational ExcellenceGlobal Strategy and IT and President, Asia Pacific Middle EastTalent (1)                       Death($)        Disability($)        Involuntary Termination or Good Reason – no COC($)        Double Trigger (COC+ Termination) ($)(2)        For Cause($)      Voluntary($)     Severance Payment(3)          —              —              1,098,736              2,197,472          —      —   Prorated Incentive(4)          470,887              470,887              622,575              470,887          —      —   Options(5)          1,432,833              1,432,833              —              1,432,833          —      —   Performance Share Units(6)          4,270,589              4,270,589              —              4,821,135          —      —   Restricted Stock Units/Career Shares(7)          3,237,244              3,237,244              —              3,237,244          —      —   Outplacement          —              —              25,000              25,000          —      —                                                 Total          9,411,553              9,411,553              1,746,311              12,184,571                —                —                                                       RETIREMENT($) Options(2) — PSUs(3) 308,599 RSUs/Career Shares(4) 1,391,674 Total 1,700,273   (1) The term of Mr. Chandrashekar’s severance agreement expires Ms. Swan retired on October 29, 2018.March 7, 2020.   (2) The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. (3) The amount of the severance payment under Mr. 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, 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 March 6, 2020 ($72.92), the last trading date prior to the date of Ms. Swan’s retirement on December 31, 2017 ($126.11)March 7, 2020, and the exercise price of each unvested stock option held by Mr. ChandrashekarMs. Swan on such date. As of the date of Ms. Swan’s retirement, the exercise price of all unvested options exceeded the closing stock price on March 6, 2020, resulting in no value being illustrated.   (6)(3) The value of performance share unitsPSUs which Ms. Swan became vested in upon her retirement March 7, 2020 is illustrated here by measuring the value of the number of shares payable under her outstanding awards (2015, 2016 and 2017 grants)2018 award based on actual performance using the closing stock price on December 31, 2017February 11, 2021 ($126.11). In93.60), the case of a change of control,date 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 relatingwere paid 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. 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.Ms. Swan.   (7)(4) 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 ($126.11). 2018 Proxy Statement| 70 Compensation Tables   Post-Termination and Change of Control Benefits Mara E. Swan, EVP, Global Strategy and Talent (1)                      Death($)       Disability($)       Involuntary Termination or Good Reason – no COC($)       Double Trigger (COC+ Termination) ($)(2)       Retirement($)       For Cause($)     Voluntary($)     Severance Payment(3)         —             —             1,067,500             2,135,000             —         —     —   Prorated Incentive(4)         457,500             457,500             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 December 11, 2017, ManpowerGroup entered into a new severance agreement with Ms. Swan that replaced her previous agreement, which was set to expire February 10, 2018. The term of Ms. Swan’s severance agreement expires on December 11, 2020. (2) The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within thetwo-year period following a change of control. (3) The amount of the severance payment under Ms. Swan’s severance agreement is equal to her annual base salary at the highest rate in effect during the term of the agreement (here, $610,000) and her prorated target annual incentive for the fiscal year in which the termination occurs (here, $457,500). In a double-trigger scenario, the amount of her severance payment is multiplied by two. (4) In the case of her involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to her under her severance agreement is based on the actual incentive earned for 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. In the event of retirement, the prorated incentive 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 her in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table. (5) The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2017 ($126.11) and the exercise price of each unvested stock option held by Ms. Swan on December 31, 2017. (6) The value of performance share units is illustrated here by measuring the value of the number of shares that became payable under outstanding awards (2015, 2016 and 2017 grants)on September 8, 2020 using the closing stock price on December 31, 2017September 4, 2020 ($126.11). In73.30), 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 relatinglast trading date prior to the 2016 and 2017 awards will equaldate 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.were paid to Ms. Swan. Although the performance share units for the 2015 grantMs. Swan became 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 valueas of her retirement date, payment of the number of shares payablewas delayed due to legal requirements under unvested awards using the closing stock price on December 31, 2017 ($126.11). In the case of retirement, the career shares would not accelerate. 71 |ManpowerGroup   Compensation Tables Code Section 409A.   Director Compensation for 2017         Name    Fees Earned or Paid in Cash ($)    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. Van Handel was elected to the Board of Directors on December 11, 2017 and received apro-rata annual grant of deferred stock and annual retainer. (2) Reflects deferred stock and restricted stock granted under our 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards toNon-Employee Directors under the 2011 Equity Incentive Plan. These amounts reflect the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. The amount reflected in the table was made up of: For Ms. Boswell, $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, 2017, the aggregate number of shares of deferred stock held by thenon-employee directors was as follows:   Name   Shares of Deferred Stock held at   December 31, 2017 Gina R. Boswell 64   — 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 2021 Proxy Statement All 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 executive compensation and human resources committee and has determined there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on ManpowerGroup. As ManpowerGroup operates in various countries around the world, we have several incentive plans. Our plans use various financial performance growth metrics, generally relating to profitability. As a result, there is no common incentive driving behavior. We also have controls in place that mitigate any impact these plans might have on us as follows: In general, each of our incentive plans has a threshold, target and outstanding payout level, which is not material to the Company, that is earned based on the results of the financial metrics. The annual incentive and PSU awards are capped at a maximum level such that employees cannot receive a bonus that is significant enough to create a significant risk to the Company. We have multiple financial metrics under the annual incentive which focus on company-wide and segment-wide goals and objectives, and the results of those metrics are reviewed and approved at multiple levels in the Company. There is an approval process of the various incentive plans in each country, which are approved by the general manager and financial manager in the respective country to ensure the growth metrics are based on that respective country’s performance. Each of the NEOs is subject to stock ownership guidelines. We have adopted a clawback policy. We do not permit executives to engage in short-selling of ManpowerGroup securities or trading in puts and calls on ManpowerGroup securities. We do not permit our NEOs to pledge shares of deferred stock were fully vested as of December 31, 2017. All shares of restricted stock grantedour common stock. Based on the above factors, we do not believe our compensation policies and practices create risks that are reasonably likely to thenon-employee directors in 2017 were fully vested as of December 31, 2017.have a material adverse effect on ManpowerGroup. For 2017, the board of directors approved the compensation arrangement fornon-employee directors described below.Non-employee directors were paid a cash retainer equal to $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 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, 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 2017, and the number of shares granted equaled   73 65 |ManpowerGroup2021 Proxy Statement  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 1,632 shares of deferred stock for 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, 2018. The annual equity grant has been increased from $145,000 per year to $160,000 per year. The annual cash board retainer has been increased from $100,000 per year to $115,000 per year. There was no change to the fee structure for committee chairs and the lead director for 2018. 2018 Proxy Statement| 74 Compensation Tables     Non-Employee Director Stock Ownership Guidelines The nominating and governance committee believes thatnon-employee directors should hold a meaningful stake in ManpowerGroup to align their economic interests with those of the shareholders. To that end, the board of directors adopted stock ownership guidelines that currently requirenon-employee directors to own shares or hold vested deferred stock or vested restricted stock equal in value to five times the 2015 annual cash retainer ($90,000 at January 1, 2015, for a total guideline of $450,000). The committee takes into account vested deferred and restricted stock in determining targeted ownership levels. The following table details eachnon-employee director’s stock ownership relative to the stock ownership guidelines:           Director    Target Number of shares (#)(1)    Number of shares held(#)(2)    Value of shares ($)(3)    Target Date to Satisfy Guidelines(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, 2018 as follows: 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, 2018 of $122.58. (4) Non-employee directors in office as of January 1, 2015 must meet the ownership guidelines by January 1, 2018, except for Mr. Read who did not join the board until December 2014. Mr. Read and allnon-employee directors appointed after January 1, 2015 must meet the ownership guidelines by the fourth anniversary of the date of appointment. 75 |ManpowerGroup   CEO Pay Ratio CEO Pay Ratio In accordance with the requirements of Item 402(u) of RegulationS-K, we have calculated a CEO Pay Ratio for 2017.2020. This ratio is a reasonable estimate, calculated as described below. Overview As required under Item 402(u) of Regulations S-K, the median employee must be recalculated every three years. We last calculated our median employee in 2017. As such, we have recalculated our median employee for 2020, utilizing a similar process to that performed in 2017, which is described below. Measurement Date We utilized a measurement date of October 1, 2017,2020, which reflects an employee population of more thanapproximately 600,000 individuals worldwide as of the measurement date. It is important to note that 95% of this population comprises our “associates” — these are the employees on assignment that day with our clients within the 8075 countries and territories in which we operate.operated in 2020. A majority of such assignments are temporary in nature, of different types and durations, which leads to considerable variation in our employee population on a daily basis. In accordance with Item 402(u), our employee population includes both our associates and the remaining 5% of our employees who represent our “permanent” (full(full- and part-time) staff. Consistently Applied Compensation Measure For each of these individuals, compensation was calculated based on total taxable earnings as defined in their home country’s payroll systems. Consistent with SEC rules, we have annualized this number for part-time and full-time employees who were employed for less than the full year in 2017,2020, but not for our associates whose positions are seasonal or temporary in nature. From this, our median employee was identified, an associate located in the United KingdomPoland who worked inas a distribution centerproduction worker for part of the year. Hisyear and whose total annual compensation was calculated in accordance with the requirements of the Summary Compensation Table as being $4,828.$6,260. When calculated against Mr. Prising’s compensation for 20172020 of $11,987,783$11,903,571 as reflected in the Summary Compensation Table, it yields a CEO Pay Ratio of 2483:1,902:1. Calculation Excluding Associates Supplementally, we have again calculated a CEO pay ratio excluding our associates.associates for 2020. As noted above, most of the individuals who are counted as “employees” under Item 402(u) are in fact associates who are performing work for our clients on a temporary basis. If we include only our “permanent” staff as of October 1, 2017,2020, our median employee as of the measurement date was a junior sourcing consultantbilling manager in one of our branch offices in Belgium. HerFrance. This individual’s annualized total compensation was $43,344for 2017.$43,081 for 2020. Under this calculation, the CEO pay ratio is 276:1. We believe this is a more representative indication of how our CEO pay compares to that of our workforce.   2018 Proxy Statement| 7666   2021 Proxy Statement Audit Committee Report      Audit Committee Report Charter and Responsibilities We have an audit committee that consists entirely of independent directors, each of whom meet the independence requirements set forth by the New York Stock Exchange and the SEC. The board of directors has adopted a charter for the audit committee, which is available on our web site athttp://investor.manpowergroup.com/documents.cfmgovernance. The charter sets forth the responsibilities and authority of the audit committee with respect to our independent auditors, quarterly and annual financial statements,non-audit services, internal audit and accounting, risk assessment and risk management, business conduct and ethics, special investigations, use of advisors and other reporting and disclosure obligations, including the audit committee’s obligations in monitoring the company’s compliance with its code of business conduct and ethics as well as its policies and procedures regarding anti-corruption. The committee reviews its charter on a periodic basis and recommends updates as necessary. 2020 Activity In 2017,2020, the audit committee met fivesix times. Over the course of these meetings, the audit committee met with our chief financial officer, other senior members of the finance department, senior members of the IT department, the chairperson of our disclosure committee, the head of internal audit, our chief legal officer and our independent auditors. During these meetings, the audit committee reviewed and discussed, among other things:   our financial statements for each of the first three quarters of 2017,2020, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”   our compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and the related auditing standards;   the independent auditors’ material written communications with management;   our annual internal and external audit plans and the internal and external staffing resources available to carry out our audit plans;   internal audit results;   our risk management framework, including financial and operational risks;   certain risk matters including the Company’s risk profile, vendor contractdata privacy risk, treasury matters and technology and securitycybersecurity risk;   the impact of new accounting pronouncements;   current tax matters affecting us, including reporting compliance, audit activity and tax planning;   litigation and regulatory matters;   our compliance with our code of business conduct and ethics, our anti-corruption policy, and our policy on gifts, entertainment and sponsorships;   our compliance with our Policy Regarding the Retention of Former Employees of Independent Auditors and Independent Auditor Services Policy; and   a self-evaluation of the committee. The audit committee met five times in private session with Deloitte & Touche LLP and met five times in private session with the head of internal audit. The purpose of the private sessions is to allow the participants to raise any concerns they may have and to discuss other topics in a confidential setting. In addition to the meetings discussed above, the chair of the audit committee, and any other audit committee member or other member of the board of directors who desired or was requested to participate, reviewed with management and our independent auditors our financial results for each quarter of 20172020 prior to the quarterly release of earnings. Fiscal Year 2020 Financial Statements In February 2018,2021, the independent auditors and members of senior management reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20172020 with the audit committee, together with our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion included, among other things:   critical accounting policies and practices used in the preparation of our financial statements;     77 67 |ManpowerGroup2021 Proxy Statement   Audit Committee Report     AUDIT COMMITTEE REPORT our judgmental reserves;   the effect of regulatory and accounting initiativespronouncements on our financial statements, including the adoption of significant accounting pronouncements;standards;   confirmation that there were no unrecorded material audit adjustments proposed by the independent auditors;   confirmation that there were no matters of significant disagreement between management and the independent auditors arising during the audit;   other matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 “Communications with Audit Committees;”and the SEC;   •   other matters required to be discussed by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence; and   matters relating to Section 404 of the Sarbanes-Oxley Act, including the management report on internal control over financial reporting for 20172020 and the independent auditors’ report with respect to the effectiveness of our internal control over financial reporting and management’s assessment of the effectiveness of our internal control over financial reporting. At this meeting, the audit committee met in separate private sessions with the independent auditors, the chairperson of our disclosure committee, the head of internal audit and management. TheIn reliance on these reviews and discussions, and the report of the independent auditors, the audit committee has reviewedrecommended to the fees billed by Deloitte & Touche LLP and related entities (“Deloitte”) to us with respect to 2017 and 2016, which consistboard of directors that the following: Audit Fees.The aggregate fees billed for professional services rendered by Deloitte for the audit of ouraudited financial statements and attestation ofbe included in our certification of our internal control over financial reporting as of andAnnual Report on Form 10-K for the year ended December 31, 2016 and the review of the financial statements included in our Quarterly Reports onForm 10-Q for 2016 approved by the audit committee were $5,910,000. The aggregate fees billed for professional services rendered by Deloitte for the audit of our financial statements and attestation of our certification of our internal control over financial reporting as of and for the year ended December 31, 2017 and the review of the financial statements included in our Quarterly Reports onForm 10-Q for 2017 approved by the audit committee were $6,367,000. Audit-Related Fees. The aggregate fees billed by Deloitte for audit-related services were $64,150 in 2016. These services consisted of auditing billing procedures for one of our foreign subsidiaries’ lines of business, performing certain agreed upon procedures and certification fees. The aggregate fees billed by Deloitte for audit-related services were $105,050 in 2017. These services consisted of issuing an audit report for one of our foreign subsidiaries regarding a government subsidy, issuing an audit report related to the statement of educational expenses for flex workers for one our subsidiaries and certification fees. Tax Fees. The aggregate fees billed by Deloitte for tax services were $338,800 in 2016. 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, advice regarding tax issues relating to our reorganizations and transfer pricing studies. The aggregate fees billed by Deloitte for tax services were $482,400 in 2017. These services consisted of assistance in the preparation and review of certain international tax returns, consultation regarding appropriate handling of items on the U.S. and international tax returns, assistance with tax audits and examinations, advice related to VAT and wage tax matters, due diligence related to a potential acquisition, advice regarding tax issues relating to our reorganizations and a transfer pricing study. All Other Fees. There were no other fees and expenses billed by Deloitte to us in 2016. 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 have an Independent Auditor Services Policy that we review on an annual basis. The policy sets forth the types of services that we may and may not engage our auditors to provide, the approval requirements for permitted services and related disclosure and reporting standards. A copy of the policy is available on our web site athttp://investor.manpowergroup.com/documents.cfm. Each of the services described under the headings “Audit-Related Fees” and “Tax Fees” was approved during 2016 and 2017 in accordance with the policy.2020. The audit committee has also received the written disclosures and confirmation from Deloitte required by PCAOB Ethics and Independence Rule 3526 and discussed with Deloitte their independence. In particular, at each regular meeting during 20172020 and at the meeting in February 20182021 the audit committee reviewed and discussed thenon-audit services provided by Deloitte to us that areas described above.below. 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 20172020 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, 2017. The Audit Committee Paul Read, Chair Gina R. Boswell Chair Jean-Philippe Courtois John F. Ferraro Patricia Hemingway Hall Roberto Mendoza Ulice Payne, Jr. 68 2021 Proxy Statement Fees Billed by Deloitte & Touche This table presents fees for professional audit and other services billed by Deloitte & Touche LLP and related entities (“Deloitte”) for 2020 and 2019, which consist of the following: YEAR ENDED DECEMBER 31,    2020      2019   Audit Fees    $ 6,539,000      $ 6,670,000   Audit-Related Fees    $ 120,000      $ 208,000   Tax Fees    $ 434,000      $ 882,000   All Other Fees      –      $ 24,900   Total    $ 7,093,000      $ 7,784,900   Audit Fees These amounts represent the aggregate fees billed by Deloitte for the audit of our financial statements and attestation of our certification of our internal control over financial reporting for 2020 and 2019, respectively, and the review of the financial statements included in our Quarterly Reports on Form 10-Q for each year, all of which were approved by the audit committee. Audit-Related Fees These amounts consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting. For 2020, these services included attestation reports related to certain financial and non-financial information for specific client requirements and government subsidies for certain of our foreign subsidiaries and other miscellaneous services. For 2019, these services included review of financial statements for one of our foreign subsidiaries, attestation reports related to certain financial and non-financial information for specific client requirements and government subsidies for certain of our foreign subsidiaries and other miscellaneous services. Tax Fees Tax fees generally consist of tax compliance and return preparation and tax planning and advice. For 2020, these services included U.S. federal, state, local and international tax research and consultation services and services related to U.S. foreign tax credit and expense apportionment research and consultation. For 2019, these services included assistance in the preparation and review of certain international tax returns, assistance with tax audits and examinations, advice related to changes in tax laws and reporting requirements, advice regarding tax issues relating to our reorganizations and transfer pricing studies. All Other Fees All other fees consist of permitted services other than those that meet the criteria above. There were no other fees incurred for 2020. For 2019, these services included fees for technical accounting research subscriptions, market research benchmarking data and training costs. Independent Auditor Services Policy We have an Independent Auditor Services Policy that we review on an annual basis. The policy sets forth the types of services that we may and may not engage our auditors to provide, the approval requirements for permitted services and related disclosure and reporting standards. A copy of the policy is available on our web site at http://investor.manpowergroup.com/governance. Each of the services described under the headings “Audit-Related Fees” and “Tax Fees” was approved during 2020 and 2019 in accordance with the policy. 69 2021 Proxy Statement Security Ownership of Certain Beneficial Owners The following table lists as of the record date (except as noted below) information as to the persons believed by us to be beneficial owners of more than 5% of our outstanding common stock: NAME AND ADDRESS OF BENEFICIAL OWNERS    AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP        PERCENT OF     CLASS(1)     Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355      5,373,744 (2)       9.8 %  Capital World Investors 333 South Hope Street, 55th Fl Los Angeles, CA 90071      4,750,272 (3)       8.7 %  BlackRock, Inc. 55 East 52nd Street New York, NY 10055      4,748,672 (4)       8.6 %  Victory Capital Management Inc. 4900 Tiedeman Rd. 4th Floor Brooklyn, OH 44144      2,957,653 (5)       5.4 %  (1) Based on 54,946,183 shares of common stock outstanding as of the record date. (2) This information is based on a Schedule 13G filed on February 10, 2021. According to this Schedule 13G, these securities are owned by various individual and institutional investors for which Vanguard Group, Inc. (“Vanguard”) serves as investment advisor. Vanguard has shared voting power with respect to 39,470 shares held, sole dispositive power with respect to 5,286,639 shares held and shared dispositive power with respect to 87,105 shares held. (3) This information is based on a Schedule 13G filed on February 16, 2021. According to this Schedule 13G, these securities are owned by Capital World Investors (“CWI”), a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the “investment management entities”). CWI has sole voting power with respect to 4,750,272 shares held and sole dispositive power with respect to 4,750,272 shares held. (4) This information is based on a Schedule 13G filed on January 29, 2021 by BlackRock, Inc. on its behalf and on behalf of its following affiliates: BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, and BlackRock Fund Managers Ltd. According to this Schedule 13G, these securities are owned of record by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 4,550,230 shares held and sole dispositive power with respect to 4,748,672 shares held. (5) This information is based on a Schedule 13G filed on February 9, 2021. According to this Schedule 13G, these securities are owned by various individual and institutional investors for which Victory Capital Management Inc. (“Victory”) serves as investment advisor. Victory has sole voting power with respect to 2,837,187 shares held and sole dispositive power with respect to 2,957,653 shares held. 70 2021 Proxy Statement Beneficial Ownership of Directors and Executive Officers Set forth in the table below, as of February 26, 2021, are the shares of ManpowerGroup common stock beneficially owned by each director and nominee, each of the executive officers named in the table under the heading “Summary Compensation Table,” and all directors and executive officers of ManpowerGroup as a group and the shares of ManpowerGroup common stock that could be acquired within 60 days of February 26, 2021 by such persons. NAME OF BENEFICIAL OWNER    COMMON STOCK BENEFICIALLY OWNED(1)(3)        RIGHT TO ACQUIRE COMMON STOCK(1)(2)        PERCENT OF CLASS   Jonas Prising      621,391          357,879          1.1 %  Gina R. Boswell      8,932          —          *   Richard Buchband      34,480          29,334          *   Jean-Philippe Courtois      —          —          *   Cari M. Dominguez      14,366          —          *   William Downe      24,202          —          *   John F. Ferraro      —          —          *   William P. Gipson      —          —          *   Patricia Hemingway Hall      10,027          —          *   Julie M. Howard      —          —          *   John T. McGinnis      94,352          72,009          *   Michelle S. Nettles      7,552          5,451          *   Ulice Payne, Jr      7,561          —          *   Paul Read      5,353          —          *   Elizabeth P. Sartain      24,171          —          *   Mara E. Swan      59,011          42,416          *   Michael J. Van Handel      9,724          —          *   All directors and executive officers as a group (17 persons)      921,122          507,089          1.7 %  * Less than 1% of outstanding shares. (1) Except as indicated below, all shares shown in this column are owned with sole voting and dispositive power. Amounts shown in the Right to Acquire Common Stock column are also included in the Common Stock Beneficially Owned column. 71 2021 Proxy Statement BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The table additionally does not include vested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on a one-for-one basis, held by the following directors that were issued under the 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan: DIRECTOR VESTED DEFERRED STOCK 2011 PLAN Jean-Philippe Courtois 96 William Downe 28,604 John F. Ferraro 13,183 William P. Gipson 96 Patricia Hemingway Hall 2,609 Julie M. Howard 12,979 Ulice Payne, Jr. 5,839 Paul Read 5,839 Michael J. Van Handel 4,468 The table does not include 1,941 unvested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on a one-for-one basis, held by each of Mr. Courtois, Mr. Ferraro, Mr. Gipson, Ms. Hemingway Hall, Ms. Howard, Mr. Payne, Mr. Read, and Mr. Van Handel that were issued under the 2011 Plan and the Terms and Conditions on January 1, 2021. These shares of deferred stock vest in equal quarterly installments during 2021. (2) Common stock that may be acquired within 60 days of the record date through the exercise of stock options and the settlement of RSUs. (3) Includes the following number of shares of unvested restricted stock as of the record date: DIRECTOR UNVESTED RESTRICTED STOCK Gina R. Boswell 1,941 Cari M. Dominguez 1,941 William Downe 1,941 Elizabeth P. Sartain 1,941 The holders of the restricted stock have sole voting power with respect to all shares held and no dispositive power with respect to all shares held. 72 2021 Proxy Statement 1. Election of Directors Our articles of incorporation provide that our board of directors will consist of three to fifteen members. Our board of directors currently consists of thirteen members. All directors are elected annually to serve until the next annual meeting of shareholders and until the directors’ successors are duly elected and shall qualify. The board of directors may appoint additional directors, in accordance with our articles of incorporation, based upon the recommendation of the nominating and governance committee and subject to re-election by our shareholders at the next annual meeting of shareholders. Jean-Philippe Courtois and William P. Gipson were appointed to the board of directors effective December 14, 2020, after each was recommended for appointment to the board of directors by an independent director search firm, and subsequently by the nominating and governance committee. The following individuals are being nominated as directors, each for a one-year term expiring at the 2021 annual meeting of shareholders: NAME   AGE     DIRECTOR SINCE   PRINCIPAL OCCUPATION Gina R. Boswell     58     2007   Former President, US Customer Development, Unilever Jean-Philippe Courtois     60     2020   Executive Vice President, President Global Sales, Marketing and Operations, Microsoft Corporation William Downe     68     2011   Former Chief Executive Officer of BMO Financial Group John F. Ferraro     65     2016   Former Global Chief Operating Officer, Ernst & Young William P. Gipson     63     2020   Former President, Enterprise Packaging Transformation, Procter & Gamble Patricia Hemingway Hall     68     2011   Former President and Chief Executive Officer, Health Care Service Corporation Julie M. Howard     58     2016   Chief Executive Officer, Riveron Consulting, LLC. Ulice Payne, Jr.     65     2007   President and Managing Member, Addison-Clifton, LLC Jonas Prising     56     2015   Chairman and Chief Executive Officer, ManpowerGroup Paul Read     54     2014   Former President and Chief Operating Officer, Ingram Micro, Inc. Elizabeth P. Sartain     66     2010   Independent Human Resource Advisor and Consultant Michael J. Van Handel     61     2017   Former Senior Executive Vice President, ManpowerGroup In accordance with the Company’s corporate governance guidelines regarding retirement, Cari M. Dominguez is retiring from the board of directors effective May 7, 2021 and will therefore not be seeking re-election. The nominating and governance committee reviewed the qualifications of the directors listed above who are seeking election or re-election and recommended to the board of directors that each be elected or re-elected to serve for an additional one-year term. The board of directors has confirmed the nominations. 73 2021 Proxy Statement ELECTION OF DIRECTORS In accordance with our articles of incorporation and bylaws, a nominee will be elected as a director if the number of votes cast in favor of the election exceeds the number of votes cast against the election of that nominee. Abstentions and broker non-votes will not be counted as votes cast. If the number of votes cast in favor of the election of a director is less than the number of votes cast against the election of the director, the director is required to tender his or her resignation from the board of directors to the nominating and governance committee. 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.   1:    79 The board of directors recommends you vote FOR the election of each of the nominees listed above, and your proxy will be so voted unless you specify otherwise. |74 ManpowerGroup2021 Proxy Statement  2. Ratification of Independent Auditors     2. Ratification of IndependentIndependent 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, 20182021 and directed that such appointment be submitted to the shareholders for ratification. Deloitte & Touche LLP has audited our consolidated financial statements since the fiscal year ended December 31, 2005. Representatives of Deloitte & Touche LLP will be present at the annual meeting and have the opportunity to make a statement if they so desire and will also be available to respond to appropriate questions. If the shareholders do not ratify the appointment of Deloitte & Touche LLP, the audit committee will take such action into account in reconsidering the appointment of our independent auditors for the fiscal year ending December 31, 2018.2021. 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, 2018.2021. Abstentions and brokernon-votes will not be counted as votes cast and, therefore, will have no impact on the approval of the proposal.   2:    The board of directors recommends you voteFOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2018,2021, and your proxy will be so voted unless you specify otherwise.   2018 Proxy Statement| 8075   2021 Proxy Statement 3. Advisory Vote on Approval of the Compensation of Named Executive Officers      3. Advisory Vote on Approval of the CompensationCompensation of Named Executive Officers The Company seeks your advisory vote on our executive compensation program and asks that you support the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” section and the accompanying tables contained in this Proxy Statement. We are providing this vote as required pursuant to Section 14A of the Securities Exchange Act of 1934. We are asking shareholders to approve the following resolution regarding our executive compensation program: RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved. ManpowerGroup derives approximately 87%of its revenues from outside the United States, with the largest portions coming from the company’s operating segments in Southern Europe (41%(44%), Northern Europe(25%Europe (22%) and Asia Pacific Middle East (13%). Our business is truly global in nature and complexity. Through our global network of nearly 2,7002,200 offices in 8075 countries and territories, we put millions of people to work in 2017each year with our global, multinational and local clients across all major industry segments and providedprovide 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),PSUs, stock options and restricted stock units.RSUs. The annual incentive is earned based on achievement of goals established at the beginning of each year. Likewise, PSUs represent a right to receive shares of company common stock based on achievement of goals established at the time the PSUs are granted. For both, award opportunities are established for achievement at threshold, target and outstanding levels. The Company structures the compensation packages of the executive officers so that the overall outcomes at target fall generally within the median range of the competitive market. For the annual incentive and the PSU components of the package, award levels for achievement of the applicable goals generally are set at the median of the competitive market for target results and the 75th percentile for outstanding results. However, actual outcomes may vary among the executive officers due to experience and other individual factors. In addition, because of the cyclical nature of the Company’s business, actual outcomes may significantly exceed or fall short of this range after taking into account performance factors. As noted above, a key objective of the compensation program is to align compensation to shareholder interests. The company’s compensation program addresses this objective on both a short-term basis and a long-term basis. Annual incentive awards are based on achievement of goals that are drivers of shareholder value and PSUs are earned based on operating profit margin percentageOPMP goals, a measure of how efficiently our executive officers have deployed our operating resources to generate a profit. 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 and revenue for the year. Earnings per share focuses our executive officers on producing financial results that align with the interests of our shareholders, while return on invested capital incentivizes our executive officers to manage our accounts receivable and other capital investments carefully in order to maximize capital deployed, and revenue keeps our NEOs focused on top-line growth, in addition to profitability. 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 unitsPSUs which are earned only to the extent the company achieves apre-established level of performance tied to a designated performance metric, in this instance operating profit margin percent.OPMP. 76 2021 Proxy Statement ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS Approval of the company’s executive compensation policies and procedures requires that the number of votes cast in favor of the proposal exceeds the number of votes cast against it. Abstentions and brokernon-votes will not be counted as votes cast. Because this shareholder vote is advisory, it will not be binding upon the board of directors. However, the executive compensation and human resources committee will take into account the outcome of the vote when considering future executive compensation arrangements.   3:    The board of directors recommends that you voteFOR the proposal to approve the compensation of our named executive officers, and your proxy will be so voted unless you specify otherwise.   2018 Proxy Statement| 8277   2021 Proxy Statement Date, Time, and Place of Meeting Date: May 7, 2021 Time: 9:00 a.m. CDT Virtual Meeting Access: www.meetingcenter.io/237950674 This Proxy Statement was first made available to shareholders on or about March 11, 2021. This proxy statement relates to the solicitation of proxies by the board of directors of ManpowerGroup Inc. for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of shareholders. Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the annual meeting or by timely executing and delivering, by Internet, telephone, or mail, another proxy dated as of a later date. Proxy Materials are Available on the Internet Under rules adopted by the Securities and Exchange Commission, ManpowerGroup is making this proxy statement and other annual meeting materials available on the Internet instead of mailing a printed copy of these materials to each shareholder. The Notice is being mailed to shareholders commencing on or about March 25, 2021. Shareholders who receive a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail will not receive a printed copy of these materials. Instead, the Notice contains instructions as to how shareholders may access and review all of the important information contained in the materials on the Internet, including how shareholders may submit proxies by telephone or over the Internet. If you received the Notice by mail and would prefer to receive a printed copy of ManpowerGroup’s proxy materials, please follow the instructions for requesting printed copies included in the Notice. Participating in the Annual Meeting Due to the public health impact of the COVID-19 pandemic, and to support the health and well-being of our shareholders, employees and communities, this year’s annual meeting will be held over the web in a virtual meeting format only. Conducting the meeting virtually will ensure shareholder participation and facilitate participation. ManpowerGroup shareholders as of the close of business on February 26, 2021 are entitled to attend and vote and ask questions at the annual meeting. Shareholders can begin asking questions approximately five days in advance of the meeting as well as during the meeting by accessing the virtual meeting site. We will answer as many questions as possible during the live webcast Q&A session, as time permits. Only pertinent questions to the Company and the matters of the meeting will be answered. Any pertinent questions of the meeting that are not answered during the Annual Meeting will be addressed and posted to the Company’s website as soon as practical after the meeting. Whether or not you participate in the virtual annual meeting, ManpowerGroup urges you to vote and submit your proxy in advance of the meeting. ManpowerGroup shareholders can access the meeting at www.meetingcenter.io/237950674. Registered Shareholders If you are a registered shareholder, to attend and vote, follow the instructions on the meeting website and enter the control number found on your proxy card or notice, or email you received, along with the meeting password, MAN2021 (case sensitive). 78 2021 Proxy Statement SOLICITING PROXIES Beneficial Shareholders If you are a beneficial shareholder, you must register in advance to attend and vote at the 2021 Annual Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your ManpowerGroup Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 4, 2021. You will receive a confirmation email from Computershare of your registration and will be issued a control number that will allow you to attend and vote at the Annual Meeting. Requests for registration should be directed to Computershare at the following: By email: Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to legalproxy@computershare.com By mail: Computershare ManpowerGroup Legal Proxy P.O. Box 43001 Providence, RI 02940-3001 A list of shareholders of record will be available during the virtual Annual Meeting for inspection by shareholders for any legally valid purpose related to the Annual Meeting at www.meetingcenter.io/237950674. The annual meeting will begin promptly at 9:00 a.m. Central Time on Friday, May 7, 2021. We encourage you to access the meeting before it begins. Online check-in will start shortly before the meeting and you should allow ample time for the check-in procedures. If you require technical assistance, a link on the meeting page will provide further assistance or you may call 1-800-874-1547. Soliciting Proxies The expense of this solicitation will be paid by us. No solicitation other than by mail and via the Internet is contemplated, except that our officers or employees may solicit the return of proxies from certain shareholders by telephone. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $15,000 plus expenses. Only shareholders of record at the close of business on February 26, 2021 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 54,946,183 shares of common stock. Vote Required and Voting Standards The presence, in person or by proxy, of a majority of the shares of the common stock outstanding on the record date will constitute a quorum at the annual meeting. Abstentions and broker non-votes, which are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares, will be treated as present for purposes of determining the quorum. Each share of common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. 79 2021 Proxy Statement CORPORATE GOVERNANCE DOCUMENTS The following table summarizes the votes required for passage of each proposal and the effect of abstentions and non-broker votes: PROPOSAL VOTES REQUIRED FOR APPROVAL ABSTENTIONS BROKER NON-VOTES   SubmissionTo elect twelve individuals nominated by the Board of Shareholder Proposals  Directors of ManpowerGroup to serve until 2022 as directors; Majority of votes cast Not voted Not voted To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2021; Majority of votes cast Not voted Not voted To hold an advisory vote on approval of the compensation of our named executive officers; Majority of votes cast Not voted Not voted   If a proxy is properly submitted to us and not revoked, it will be voted in accordance with the instructions contained in the proxy. Each shareholder may revoke a previously granted proxy at any time before it is exercised by advising the secretary of ManpowerGroup in writing (either by submitting a duly executed proxy bearing a later date or voting by telephone or via the Internet) or by telephone of such revocation. Attendance at the annual meeting will not, in itself, constitute revocation of a proxy. Unless otherwise directed, all proxies will be voted for the election of each of the individuals nominated by our board of directors to serve as directors for one year, will be voted for the appointment of Deloitte & Touche LLP as our independent auditors for 2021, and will be voted for approval of the compensation of our named executive officers. Corporate Governance Documents Certain documents relating to corporate governance matters are available in print by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212 and on ManpowerGroup’s website at http://investor.manpowergroup.com/governance. These documents include the following: Amended and restated articles of incorporation; Amended and restated bylaws; Corporate governance guidelines; Code of business conduct and ethics; Charter of the nominating and governance committee, including the guidelines for selecting board candidates; Categorical standards for relationships deemed not to impair independence of non-employee directors; Charter of the audit committee; Independent auditor services policy; Charter of the executive compensation and human resources committee; Executive officer stock ownership guidelines; Outside director stock ownership guidelines; Insider trading policy; and Anti-corruption policy. Information contained on ManpowerGroup’s website is not deemed to be a part of this proxy statement. 80 2021 Proxy Statement SUBMISSION OF SHAREHOLDER PROPOSALS Submission of ShareholderShareholder Proposals In accordance with our bylaws, nominations, other than by or at the direction of the board of directors, of candidates for election as directors at the 20192022 Annual Meeting of Shareholders must be received by us no earlier than December 5, 20188, 2021 and no later than February 3, 2019,6, 2022, and any other shareholder proposed business to be brought before the 20192022 annual meeting of shareholders must be received by us no later than February 3, 2019.6, 2022. 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 20192022 annual meeting of shareholders must be received by us at our principal executive offices by November 22, 2018.11, 2021. Such nominations or proposals must be submitted to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212. To avoid disputes as to the date of receipt, it is suggested that any shareholder proposal be submitted by certified mail, return receipt requested. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers to file reports with the Securities and Exchange Commission disclosing their ownership, and changes in their ownership, of our common stock. Copies of these reports must also be furnished to us. Based solely on a review of these copies, we believe that during 2017 all filing requirements were met. Other Voting Information Shareholders may vote over the Internet, by telephone or by completing a traditional proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May 3, 2018. To vote over the Internet or by telephone, please refer to the instructions on the accompanying proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the shareholder. Other MattersMatters Although management is not aware of any other matters that may come before the annual meeting, if any such matters should be presented, the persons named in the accompanying proxy intend to vote such proxy as recommended by the board of directors or, if no such recommendation is given, in their discretion. Shareholders may obtain a copy of our annual report on Form10-K at no cost by requesting a copy on our Internet web site athttp://investor.manpowergroup.com/investorkit.cfmshareholder-services/document-request or by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212. By Order of the Board of Directors, Richard Buchband, Secretary     83 81 |ManpowerGroup2021 Proxy Statement Appendix A   AppendixA-1   APPENDIXA-1 Peer Group Companies   3M Co Abbott Laboratories AbbVie Inc. Accenture plcPLC Alcoa Inc.Allergan PLC Altria Group Inc. Amgen Inc. Apache Corp AutoNationApplied Materials, Inc. Baker Hughes, a GE Company Becton, Dickinson and Company Best Buy Co., Inc. Bristol-Myers Squibb Co Broadcom Inc C.H. Robinson Worldwide Inc. CarMax Inc. Carnival CorpCorp. CBS CorpCBRE Group, Inc. Celgene Corporation CenturyLink Inc. CignaCognizant Technology Solutions Corp Colgate-Palmolive Co. ConAgra FoodsConocoPhillips Cummins Inc. Conocophillips CumminsD.R. Horton, Inc. Danaher Corp DaVita HealthCare Partners Inc. Deere & Co. Delphi Automotive PLCDollar General Corp. Dollar General CorpTree Inc. E.I. du Pont de Nemours and CoDXC Technology Company Eaton Corporation Plc Ecolab Inc.plc Eli Lilly and Co EMC Corp. Emerson Electric Co FacebookEOG Resources, 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 HoldingsHewlett Packard Enterprise Co HollyFrontier Corp Honeywell International Inc. Honeywell Int’l Inc.Ingersoll-Rand Plc International Paper Co Jacobs Engineering Group Inc. Johnson Controls Inc. Kellogg CoInternational plc Kimberly-Clark Corp Kinder Morgan Inc.Kohl’s Corporation Kohl’sLennar Corporation LyondellBasell Industries NV Macy’s Inc. Marriott InternationalMastercard Inc. McDonald’s Corp Medtronic PLC Micron Technology Inc. Mondelez International Inc. Monsanto Co National Oilwell VarcoNetflix, Inc. NikeNIKE, Inc. Nordstrom, Inc. Northrop Grumman Corp Nucor Corp Occidental Petroleum Corp Omnicom Group Inc. Oracle Corp PACCAR Inc. PayPal Holdings, Inc. Phillip Morris International Inc. PPG Industries, Inc. QUALCOMM Inc. Raytheon Co Schlumberger Ltd Seagate Technology Plc Southwest Airlines Co Staples Inc. Starbucks Corp Tenet Healthcare CorpTexas Instruments Inc. Tesoro CorpThe Coca-Cola Company TextronThe Gap, Inc. The Kraft Heinz Co. The Sherwin Williams Co. The TJX Companies, Inc. Thermo Fisher Scientific Inc. Time Warner Cable Inc. Time Warner Inc. TJX Companies Inc. (The) Twenty-First Century FoxTyson Foods Inc. Union Pacific Corp United Continental Holdings Inc. Visa Inc. Waste Management Inc. WellCare Health Plans, Inc. Western Digital Corp.Corporation WestRock Co Whirlpool Corp Whole Foods Market Inc. (subsequently acquired by Amazon)       A-1 A |ManpowerGroup2021 Proxy Statement                 Electronic Voting InstructionsYour vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card.     Available 24 hours a day, 7 days a week!     Instead of mailing your proxy, you may choose one of Online Go to www.envisionreports.com/MAN or scan the voting methods outlined below to vote your proxy. QR code – login details are located in the shaded bar below.       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.Phone 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 &and Canada on a touch tone telephone   Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/MAN Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.   ☒                              •  Follow the instructions provided by the recorded message   q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q        A    Proposals — – THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MATTER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE 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. DominguezJean-Philippe Courtois   ☐   ☐   ☐     1.C - William Downe   ☐   ☐   ☐     1.D - John F. Ferraro   ☐   ☐   ☐       1.E - Patricia Hemingway          Hall William P. Gipson   ☐   ☐   ☐     1.F - Julie M. HowardPatricia Hemingway            Hall   ☐   ☐   ☐       1.G - Ulice Payne, Jr.Julie M. Howard   ☐   ☐   ☐       1.H - Jonas PrisingUlice Payne, Jr.   ☐   ☐   ☐     1.I - Paul Read Jonas Prising   ☐   ☐   ☐       1.J - Paul Read ☐ ☐ ☐     1.K - Elizabeth P. Sartain   ☐   ☐   ☐   1.K  1.L - Michael J. Van Handel ☐ ☐ ☐   1.L- John R. Walter   ☐   ☐   ☐                                       For   Against   Abstain             For     Against   Abstain 2. Ratification of Deloitte & Touche LLP as our independent auditors for 2018.2021.   ☐   ☐   ☐   3. Advisory vote to approve the compensation of our named executive officers.   ☐     ☐       ☐ 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.                B    Authorized Signatures – This section must be completed for your vote to count. Please date and sign below. IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.   Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the box. Signature 2 – Please keep signature within the box.       /      / 02R2WB ManpowerGroup Inc. Annual Meeting of ManpowerGroup Inc. Shareholders Friday, May 4, 20187, 2021 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 20192022 as directors. 2. Ratification of Deloitte & Touche LLP as our independent auditors for 2018.2021. 3. Advisory vote to approve the compensation of our named executive officers. 4. Transact In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. The 2021 Annual Meeting of Shareholders of ManpowerGroup Inc. will be held on Friday, May 7, 2021, 9:00 A.M. Central time, virtually via the internet at www.meetingcenter.io/237950674. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is – MAN2021. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The Proxy Statement and the 20172020 Annual Report on Form 10-K are available at:www.envisionreports.com/MAN   Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/MAN q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q           Proxy —- ManpowerGroup Inc.           + THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MANPOWERGROUP INC. The undersigned hereby appoints Jonas Prising, John T. McGinnis and Richard Buchband proxies, each with the power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, as designated on the other side, all the shares of stock of ManpowerGroup Inc. standing in the name of the undersigned with all the powers which the undersigned would possess if personally present at the Annual Meeting of Shareholders of ManpowerGroup Inc. to be held on May 4, 20187, 2021 or at any adjournment thereof. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued andItems to be marked, dated and signed,voted appear on the otherreverse side)    BC    Non-Voting Items Change of Address —– Please print new address below.       Comments—– Please print your comments below.               C  Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.       /      /       ⬛   IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.   +