ManpowerGroup Inc DEF 14A, filed Mar 7, 2024

About this DEF 14A

ManpowerGroup Inc. (MAN)

DEF 14A 2024-03-07 For: 2024-05-03

View Original

Added on June 12, 2026

Date

Friday

May 3, 2024

Time

8:00 a.m. CDT

Virtual Meeting

This year’s meeting is a virtual shareholders meeting at www.meetnow.global/MPJX244

Record Date

The close of business

February 23, 2024

ManpowerGroup Inc filed this DEF 14A on March 7, 2024.

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☐		Preliminary Proxy Statement

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

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under § 240.14a-12



PROPOSAL	DESCRIPTION	BOARD VOTE RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)

1	To elect eleven individuals nominated by the Board of Directors of ManpowerGroup to serve until 2025 as directors;	FOR each of the director nominees	81

2	To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2024;	FOR	83

3	To hold an advisory vote on approval of the compensation of our named executive officers; and	FOR	84

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


	Proxy Summary
		2024 Proxy Statement Summary	i





1	Board of Directors	Director Nominee Biographies	1
		Composition and Qualifications of Board Members	13
		Board Diversity and Tenure	15
		Director Compensation for 2023	17
		Non-Employee Director Stock Ownership Guidelines	19



2	Governance & Sustainability	Board Leadership Structure	20
		Board Oversight	21
		Independent Compensation Consultant	23
		Board Independence and Related Party Transactions	25
		Communicating With Our Board	25
		Meetings and Committees of the Board	26
		Board Effectiveness and Evaluation	29



3	Executive Compensation	Compensation Discussion and Analysis	30
		Report of the People, Culture and Compensation Committee of the Board of Directors	53
		People, Culture and Compensation Committee Interlocks and Insider Participation	53
		Compensation Tables	54
		Summary Compensation Table	54
		Grants of Plan-Based Awards in 2023	55
		Compensation Agreements and Arrangements	56
		Grants Under the 2011 Equity Incentive Plan	56
		Outstanding Equity Awards at December 31, 2023	57
		Option Exercises and Stock Vested in 2023	59
		Nonqualified Deferred Compensation in 2023	60
		Termination of Employment and Change of Control Arrangements	62
		Post-Termination and Change of Control Benefits	65
		Compensation Policies and Practices as They Relate to Risk Management	69
		CEO Pay Ratio	70
		Pay versus Performance	71


4	Audit Committee Matters	Audit Committee Report	75
		Fees Billed by Deloitte	77
		Independent Auditor Services Policy	77




5	Information About Stock Ownership	Security Ownership of Certain Beneficial Owners	78
		Beneficial Ownership of Directors and Executive Officers	79






6	Proposals to be Voted on During the Meeting	1: Election of Directors	81
		2: Ratification of Independent Auditors	83
		3: Advisory Vote on Approval of the Compensation of Named Executive Officers	84




7	Information About the Meeting	Date, Time and Place of Meeting	86
		Proxy Materials are Available on the Internet	86
		Participating in the Annual Meeting	86
		Soliciting Proxies	87
		Vote Required and Voting Standards	87
		Corporate Governance Documents	89
		Submission of Shareholder Proposals	90
		Other Voting Information	90
		Other Matters	90


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



NAME	AGE	DIRECTOR SINCE	INDEPENDENT	COMMITTEES

Jean-Philippe Courtois	63	2020		• Audit

John F. Ferraro	68	2016		• Audit

William P. Gipson	66	2020		• People, Culture and Compensation

Patricia Hemingway Hall	71	2011		• Audit • Governance and Sustainability (CHAIR)(1)

Julie M. Howard Lead Director	61	2016		• People, Culture and Compensation(2) • Governance and Sustainability

Ulice Payne, Jr.	68	2007		• Audit • Governance and Sustainability

Muriel Pénicaud	68	2022		• People, Culture and Compensation

Jonas Prising Chief Executive Officer	59	2014		• None

Paul Read	57	2014		• Audit (CHAIR)

Elizabeth P. Sartain	69	2010		• People, Culture and Compensation (CHAIR)(2)

Michael J. Van Handel	64	2017		• Governance and Sustainability(1)



2023 NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE

Annual Base Retainer (TOTAL)		$290,000

Cash		$115,000

Equity		$175,000

Annual Governance and Sustainability Committee Chair Retainer		$ 20,000

Annual People, Culture and Compensation Committee Chair Retainer		$ 20,000

Annual Audit Committee Chair Retainer		$ 27,500

Annual Retainer for lead director		$ 35,000

Annual Retainer for lead director in the case where he or she also serves as a committee chair		$ 40,000



NAME	FEES EARNED OR PAID IN CASH ($)		STOCK AWARDS ($)(1)		TOTAL ($)

Jean-Philippe Courtois		115,000		193,018		308,018

William Downe		—		396,514		396,514

John F. Ferraro		115,000		233,617		348,617

William P. Gipson		—		315,492		315,492

Patricia Hemingway Hall		135,000		194,591		329,591

Julie M. Howard		—		362,392		362,392

Ulice Payne, Jr.		115,000		196,952		311,952

Muriel Pénicaud		115,000		181,530		296,530

Paul Read		142,500		185,307		327,807

Elizabeth P. Sartain		135,000		175,000		310,000

Michael J. Van Handel		115,000		192,703		307,703



DIRECTOR	TARGET NUMBER OF SHARES (#)(1)		NUMBER OF SHARES HELD(#)(2)		VALUE OF SHARES ($)(3)		TARGET DATE TO SATISFY GUIDELINES(4)

Jean-Philippe Courtois		4,990		6,347		459,205

William Downe		6,601		63,087		4,564,344

John F. Ferraro		5,894		22,984		1,662,892

William P. Gipson		4,990		10,472		757,649

Patricia Hemingway Hall		6,601		21,320		1,542,502

Julie M. Howard		5,064		23,253		1,682,355

Ulice Payne, Jr.		6,601		16,368		1,184,225

Muriel Pénicaud		6,674		2,298		166,260	December 12, 2027

Paul Read		6,601		19,796		1,432,241

Elizabeth P. Sartain		6,601		30,337		2,194,882

Michael J. Van Handel		3,568		20,605		1,490,772



	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 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 and no member of the audit committee currently does. 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 and discuss with the independent auditors any critical audit matter (“CAM”) addressed in the audit and disclosures that relate to each CAM; • 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, including meeting periodically with the chief information officer and chief information security and chief privacy officer regarding the Company’s information technology and receiving periodic updates on the Company’s cybersecurity program; • review current tax matters affecting us; • periodically discuss with management our risk management framework; • periodically discuss with the Company’s general counsel and chief compliance officer any significant legal, compliance or regulatory matters that may have a material impact on the Company’s business, financial statements or compliance policies; • monitor any litigation involving ManpowerGroup that may have a material financial impact on ManpowerGroup or that relates to matters entrusted to the audit committee; and • approve the retention, compensation and termination of outside legal, accounting and other such advisors to the committee.
Members: Jean-Philippe Courtois John F. Ferraro Patricia Hemingway Hall Ulice Payne, Jr.



PEOPLE, CULTURE AND COMPENSATION COMMITTEE		NUMBER OF MEETINGS IN 2023: 5



	Elizabeth P. Sartain⁽¹⁾ Chair	Each member of the people, culture and compensation committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange. The functions of this committee are to: • review and approve the Company’s general compensation philosophies and principles; • establish the compensation of the chief executive officer of ManpowerGroup, subject to ratification by the independent members of the board of directors; • approve the compensation, based on the recommendations of the chief executive officer of ManpowerGroup, of any president and the chief financial officer, and certain other senior executives of ManpowerGroup; • establish officer stock ownership guidelines and monitor compliance with such guidelines; • 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; • oversee the administration of the Company’s Senior Executive Compensation Recovery Policy; • review and recommend the “Compensation Discussion and Analysis” to be included in our annual proxy statement; • discuss with management reports regarding the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function; • approve the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and have oversight of their work; • consider the independence of any outside compensation consultant, independent legal advisor or other advisor to the committee; • monitor the Company’s policies, objectives and programs related to diversity and inclusion and review the Company’s performance in light of appropriate measures; and • review the results of any advisory shareholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes.
Members: William Downe⁽²⁾ William P. Gipson Julie M. Howard⁽¹⁾ Muriel Pénicaud



GOVERNANCE AND SUSTAINABILITY COMMITTEE		NUMBER OF MEETINGS IN 2023: 4



	Patricia Hemingway Hall⁽¹⁾ Chair	Each member of the governance and sustainability 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; • review the Board’s leadership structure and recommend any changes deemed appropriate; • 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; • review and approve the establishment of any stock ownership guidelines for the non-management directors of the Company and monitor compliance with such guidelines; • review and make recommendations to the board on proposals related to corporate governance, public policy or sustainability submitted by shareholders; • oversee and make recommendations to the board regarding ESG matters relevant to the Company’s business, including Company policies, opportunities, reporting and activities; • 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: Julie M. Howard Ulice Payne, Jr. Michael J. Van Handel⁽¹⁾


Background			32

Executive Summary			32

2023 Results Reflect Challenging Environment for Staffing Services			32

Key Committee Actions			32

Short-Term and Long-Term Performance Compensation for 2023			33

Calculation of Financial Metrics			35

CEO Compensation was Below Target, Aligned with Company Performance			36

Key Compensation Practices			37

ManpowerGroup Compensation Principles			38

Say on Pay Vote			39

Shareholder Engagement			39

Compensation Elements			40

Target Total Compensation			42

Market Positioning: 2023 Target Compensation in the Competitive Marketplace			43

How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group			43

The 2023 Peer Group			43

Additional Data Sources			43

Assessing Individual Factors			43

The Committee’s Decision-Making Process			44

Components of the 2023 Executive Compensation Program — Base Salary			44

Components of the 2023 Executive Compensation Program — Annual Cash Incentives			44

How EPS, ROIC and Revenue are Calculated			44

Why the Company Uses EPS, ROIC and Revenue			45

The 2023 EPS, ROIC and Revenue Goals			45

Annual Incentive Award Opportunities			46

2023 Strategic KPIs and ESG Goals and Annual Incentive Award Payouts			46

Jonas Prising			46

John T. McGinnis			47

Michelle S. Nettles			47

Richard Buchband			48

Components of the 2023 Executive Compensation Program — Long-Term Incentives			48

Performance Share Units			48

How the Company Sets EBITA Margin Percent Goals			49

Shares Earned under the 2021 Annual PSU Grant			50

Changes in 2024 - Introduction of Relative Total Share Return Modifier			50

Restricted Stock Units			50


Career Shares, Retirement and Deferred Compensation Plans			50

Other Benefits			51

Severance Agreements			51

Governance Features of Our Executive Compensation Programs			51

We Have Stock Ownership Guidelines for Executive Officers			51

We Have a Clawback Policy			51

Our Insider Trading Policy Prohibits Hedging, Pledging and Short-Sale Transactions			52

Material Tax Implications of the Executive Compensation Program			52



NAME		TITLE

Jonas Prising		Chairman and Chief Executive Officer

John T. McGinnis		Executive Vice President and Chief Financial Officer

Michelle S. Nettles		Executive Vice President and Chief People and Culture Officer

Richard Buchband		Senior Vice President, General Counsel and Secretary


Annual Incentive Compensation for 2023 The Committee set key financial performance metrics in mid-February 2023, as summarized below and in the diagram on the next page.
• EPS – Designed to focus our executives on producing financial results that align with shareholder interest. We consider this metric a critical measure of executive performance. • For 2023, EPS was $5.39 which fell below the threshold level. As a result, there was no payout against the EPS metric.	• 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. • For 2023, ROIC was 9.0%, which fell below the threshold level. As a result, there was no payout against the ROIC metric.	• Revenue – We believe Revenue is a key metric as it keeps executives focused on top-line growth, in addition to profitability. • For 2023, Revenue was $19.0 billion, which fell between the threshold and target levels. As a result, payouts against the Revenue metric were below target levels.
The Committee also set KPIs for executives based on individual Strategic KPIs and ESG goals. While these varied for each of the NEOs, in all cases they resulted in payouts below target levels.



	AS REPORTED			IMPACT OF CONSTANT CURRENCY			IMPACT OF SHARE REPURCHASES		RESTRUCTURING COSTS			GOODWILL IMPAIRMENT			OTHER NON- RECURRING COSTS(1)			AS CALCULATED UNDER COMPENSATION PLANS

EPS	$	1.76		$	0.14		$	0.02	$	2.04		$	1.03		$	0.40		$	5.39

ROIC		4.9	%		0.4	%		n/a		2.2	%		1.1	%		0.4	%		9.0	%

Revenue (in billions)	$	18.9		$	0.1			n/a		n/a			n/a			—		$	19.0

EBITA Margin Percent		1.54	%		n/a			n/a		0.79	%		0.29	%		—			2.62	%



	2023 ACTUAL PAYOUT $		% COMPARED TO TARGET

EPS Goal		0		0.0	%

ROIC Goal		0		0.0	%

Revenue Goal		184,167		44.2	%

Strategic KPIs and ESG Goals		542,880		87.0	%

Total		727,047		35.0	%



	BASE SALARY	ANNUAL INCENTIVE AWARD	LONG-TERM INCENTIVE AWARD

Percent of Target Compensation

			...Comprising PSUs	...and RSUs



Performance Period	Ongoing	One year	PSUs earned based on performance achievement over a three-year period	Three-year cliff vesting

Objective	Fixed compensation for performing core areas of responsibility.	Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year.	Motivate and reward NEOs for performance against long-term financial objectives to align the interests of the NEOs with long-term shareholder value.	Directly aligns NEOs with shareholders and adds balance to the compensation program as they provide both upside potential and downside risk and add an additional retention incentive.

Determination Factors	Factors used to determine base salaries include: • NEO’s experience, skill, and performance • The breadth of the NEO’s responsibilities • Pay competitive to market	Metrics and weightings of each: • EPS (25%) • ROIC (25%) • Revenue (20%) • Individual Strategic KPIs and ESG Goals (30%)	Metrics used to determine PSUs earned: • EBITA Margin Percent (OPMP for PSU grants prior to 2022) • Average EBITA “gate” - If average EBITA does not meet a certain pre-determined dollar “gate” over the performance period, maximum payout cannot exceed more than 100% of target. • KPI modifier - For PSUs granted in 2023, final PSU payout can increase or decrease by up to 30% based on Committee’s assessment of achievement of pre-established strategic growth objectives. Modifier cannot be used to adjust total payout below threshold or above outstanding.	Value of RSUs is correlated to stock price.

For More Information	Page 44	Page 44	Page 48	Page 50



	DESCRIPTION	FOR MORE INFORMATION

Qualified Retirement Plans	Although we maintain a qualified 401(k) plan in the United States, our NEOs are not eligible to participate (except as described in the following sentence) because of limitations on participation by highly compensated employees under the rules governing such plans. NEOs are eligible to participate only in the first year of their employment (after which they are eligible to participate in the nonqualified savings plan) and in making catch-up contributions for individuals over the age of 50.	Page 50

Nonqualified Savings Plan (“NQSP”)	Used to provide NEOs with reasonably competitive benefits to those in the competitive market. NEOs are eligible to participate after the first year of employment.	Page 50

Career Shares	Used selectively by the Committee as an incentive in the form of long-dated RSUs, typically with a five-year year vesting date, as needed to attract and retain executives. The Committee makes infrequent use of this compensation element and determines each year whether to make any such awards.	Page 50

Other Benefits	The Committee confers limited additional benefits to NEOs. These include financial planning reimbursement, broad-based automobile benefits, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by market practice.	Page 51



NEO	BASE SALARY $		ANNUAL INCENTIVE $		PERFORMANCE SHARE UNITS $		RESTRICTED STOCK UNITS $		TOTAL 2023 TARGET COMP $		% TOTAL 2023 TARGET COMP VARIABLE(1)			% TOTAL 2023 TARGET COMP PERFORMANCE- BASED(2)

Jonas Prising		1,300,000		2,080,000		6,240,009		4,160,006		13,780,015		90	%		60	%

John T. McGinnis		769,153		846,068		1,800,021		1,200,014		4,615,256		83	%		57	%

Michelle S. Nettles		600,000		450,000		749,982		499,988		2,299,970		75	%		53	%

Richard Buchband		556,973		417,730		600,007		400,005		1,974,715		72	%		52	%



2023 Peer Group Companies

Aramark	EOG Resources, Inc.	Nucor Corporation

Baker Hughes Co.	Fluor Corporation	PACCAR Inc.

CBRE Group, Inc.	General Mills, Inc.	Textron Inc.

CDW Corp.	Genuine Parts Co	The Clorox Co.

CH Robinson Worldwide Inc.	Hewlett Packard Enterprise Co.	The Gap, Inc.

Cummins Inc.	International Paper Company	Western Digital Corporation

Dollar Tree, Inc.	Jacobs Engineering Group Inc.	WW Grainger Inc.

DXC Technology Company	Kohl’s Corporation



METRIC	2023 WEIGHTING

EPS Goal		25.0	%

ROIC Goal		25.0	%

Revenue Goal		20.0	%

Strategic KPIs and ESG Goals		30.0	%

Total		100.0	%



METRIC	THRESHOLD			TARGET			OUTSTANDING

PAYOUT AS A % OF TARGET	ALL NEOs: 33% (1)			ALL NEOs: 100%			ALL NEOs: 200%

EPS (weighted 25%)	$	7.01		$	8.88		$	10.02

ROIC (weighted 25%)		11.2	%		13.8	%		15.4	%

Revenue (in billions) (weighted 20%)	$	18.8		$	20.0		$	20.6



NEO	THRESHOLD AS A PERCENTAGE OF SALARY			TARGET AS A PERCENTAGE OF SALARY			OUTSTANDING AS A PERCENTAGE OF SALARY

Jonas Prising		53.0	%		160.0	%		320.0	%

John T. McGinnis		37.0	%		110.0	%		220.0	%

Michelle S. Nettles		25.0	%		75.0	%		150.0	%

Richard Buchband		25.0	%		75.0	%		150.0	%



	PERFORMANCE LEVEL		PERCENTAGE OF 2023 SALARY			AMOUNT EARNED

EPS Goal		Below Threshold		0.0	%	$	0

ROIC Goal		Below Threshold		0.0	%	$	0

Revenue Goal		Below Target		14.2	%	$	184,167

Strategic KPIs and ESG Goals		Below Target		41.8	%	$	542,880

Total Incentive				56.0	%	$	727,047



NEO	PSUs GRANTED AT TARGET(#)		PSUs EARNED(#)

Jonas Prising		64,872		126,500

John T. McGinnis		19,462		37,951

Michelle S. Nettles		6,488		12,652

Richard Buchband		5,190		10,121



NEO	TARGET AS A MULTIPLE OF SALARY	TARGET VALUE($)(1)		TARGET NUMBER OF SHARES(#)		NUMBER OF SHARES HELD AS OF DECEMBER 31, 2023(#)		STATUS AS OF DECEMBER 31, 2023

Jonas Prising	6		6,600,000		94,011		468,881

John T. McGinnis(2)	4		2,400,000		32,994		96,636

Michelle S. Nettles(2)	3		1,650,000		22,968		46,055

Richard Buchband	2		910,000		12,962		23,983



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 CEO		2023		1,300,000		—		10,400,015		—		727,047		—		285,291		12,712,353
		2022		1,250,000		—		10,000,045		—		1,725,310		—		148,630		13,123,985
		2021		1,250,000		—		12,000,023		2,000,022		3,475,000		—		62,790		18,787,835
John T. McGinnis CFO		2023		769,153		—		3,000,035		—		296,354		—		132,293		4,197,835
		2022		746,750		—		5,499,981		—		740,000		—		126,301		7,113,032
		2021		746,750		—		3,600,173		600,018		1,458,029		—		80,905		6,485,875
Michelle S. Nettles Chief People and Culture Officer		2023		600,000		—		1,249,970		—		160,020		—		80,354		2,090,344
		2022		566,500		—		2,500,012		—		385,000		—		67,997		3,519,509
		2021		566,500		—		1,200,150		200,014		754,181		—		46,427		2,767,272
Richard Buchband SVP, General Counsel and Secretary		2023		556,973		—		1,000,012		—		148,545		—		85,396		1,790,926
		2022		540,750		—		1,000,026		—		352,000		—		82,576		1,975,352
		2021		540,750		—		960,046		160,015		719,900		—		74,218		2,454,929



NAME	2023 ($)

Jonas Prising		12,480,018

John T. McGinnis		3,600,042

Michelle S. Nettles		1,499,964

Richard Buchband		1,200,014



NAME	PERQUISITES & OTHER PERSONAL BENEFITS ($)(A)		TAX REIMBURSEMENTS ($)		PAYMENTS/ ACCRUALS ON TERMINATION PLANS ($)		COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS ($)(B)		TOTAL OTHER COMPENSATION ($)

Jonas Prising		36,237		—		—		249,054		285,291

John T. McGinnis		31,090		—		—		101,203		132,293

Michelle S. Nettles		31,290		—		—		49,064		80,354

Richard Buchband		32,517		—		—		52,879		85,396



			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 ($)		THRESHOLD (#)		TARGET (#)		MAXIMUM (#)		OR UNITS (#)(3)		OPTIONS (#)		AWARDS ($/SH)		AWARDS ($)(4)
Jonas Prising CEO		2/17/2023		689,000		2,080,000		4,160,000		—		—		—		—		—		—		—
		2/17/2023		—		—		—		0		70,748		141,496		—		—		—		6,240,009
		2/17/2023		—		—		—		—		—		—		47,166		—		—		4,160,006
John T. McGinnis CFO		2/17/2023		284,587		846,068		1,692,137		—		—		—		—		—		—		—
		2/17/2023		—		—		—		0		20,408		40,816		—		—		—		1,800,021
		2/17/2023		—		—		—		—		—		—		13,606		—		—		1,200,014
Michelle S. Nettles Chief People and Culture Officer		2/17/2023		150,000		450,000		900,000		—		—		—		—		—		—		—
		2/17/2023		—		—		—		0		8,503		17,006		—		—		—		749,982
		2/17/2023		—		—		—		—		—		—		5,669		—		—		499,988
Richard Buchband SVP, General Counsel and Secretary		2/17/2023		139,243		417,730		835,460		—		—		—		—		—		—		—
		2/17/2023		—		—		—		0		6,803		13,606		—		—		—		600,007
		2/17/2023		—		—		—		—		—		—		4,535		—		—		400,005