ManpowerGroup Inc DEF 14A, filed Mar 9, 2023

About this DEF 14A

ManpowerGroup Inc. (MAN)

DEF 14A 2023-03-09

View Original

Added on June 12, 2026

Date

Friday

May 5, 2023

Time

9:00 a.m. CDT

Virtual Meeting

This year’s meeting is a virtual shareholders meeting at www.meetnow.global/MYXC6R4

Record Date

The close of business

February 24, 2023

ManpowerGroup Inc filed this DEF 14A on March 9, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐		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 twelve individuals nominated by the Board of Directors of ManpowerGroup to serve until 2024 as directors;	FOR each of the director nominees	76

2	To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2023;	FOR	78

3	To hold an advisory vote on approval of the compensation of our named executive officers; and	FOR	79

4	To hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers; and	ONE YEAR	81

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


	Proxy Summary
		2023 Proxy Statement Summary	i





1	Board of Directors	Director Nominee Biographies	1
		Composition and Qualifications of Board Members	8
		Board Diversity and Tenure	9
		Director Compensation for 2022	11
		Non-Employee Director Stock Ownership Guidelines	13



2	Governance & Sustainability	Board Leadership Structure	14
		Board Oversight	15
		Independent Compensation Consultant	17
		Board Independence and Related Party Transactions	19
		Communicating With Our Board	19
		Meetings and Committees of the Board	20
		Board Effectiveness and Evaluation	23



3	Executive Compensation	Compensation Discussion and Analysis	24
		Report of the People, Culture and Compensation Committee of the Board of Directors	48
		People, Culture and Compensation Committee Interlocks and Insider Participation	48
		Compensation Tables	49
		Summary Compensation Table	49
		Grants of Plan-Based Awards in 2022	50
		Compensation Agreements and Arrangements	51
		Grants Under the 2011 Equity Incentive Plan	51
		Outstanding Equity Awards at December 31, 2022	52
		Option Exercises and Stock Vested in 2022	54
		Nonqualified Deferred Compensation in 2022	55
		Termination of Employment and Change of Control Arrangements	57
		Post-Termination and Change of Control Benefits	60
		Compensation Policies and Practices as They Relate to Risk Management	64
		CEO Pay Ratio	65
		Pay versus Performance	66


4	Audit Committee Matters	Audit Committee Report	70
		Fees Billed by Deloitte & Touche	72
		Independent Auditor Services Policy	72




5	Information About Stock Ownership	Security Ownership of Certain Beneficial Owners	73
		Beneficial Ownership of Directors and Executive Officers	74






6	Proposals to be Voted on During the Meeting	1: Election of Directors	76
		2: Ratification of Independent Auditors	78
		3: Advisory Vote on Approval of the Compensation of Named Executive Officers	79
		4: Advisory Vote on the Frequency of the Advisory Vote on the Compensation of Our Named Executive Officers	81





7	Information About the Meeting	Date, Time and Place of Meeting	82
		Proxy Materials are Available on the Internet	82
		Participating in the Annual Meeting	82
		Soliciting Proxies	83
		Vote Required and Voting Standards	83
		Corporate Governance Documents	85
		Submission of Shareholder Proposals	86
		Other Voting Information	86
		Other Matters	86


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



NAME	AGE	DIRECTOR SINCE	INDEPENDENT	COMMITTEES

Jean-Philippe Courtois	62	2020		• Audit

William Downe	70	2011		• People, Culture and Compensation

John F. Ferraro	67	2016		• Audit

William P. Gipson	65	2020		• People, Culture and Compensation

Patricia Hemingway Hall	70	2011		• Audit • Governance and Sustainability (CHAIR)

Julie M. Howard	60	2016		• People, Culture and Compensation • Governance and Sustainability

Ulice Payne, Jr.	67	2007		• Audit • Governance and Sustainability

Muriel Pénicaud	67	2022		• People, Culture and Compensation(1)

Jonas Prising Chief Executive Officer	58	2014		• None

Paul Read	56	2014		• Audit (CHAIR)

Elizabeth P. Sartain	68	2010		• People, Culture and Compensation (CHAIR)

Michael J. Van Handel	63	2017		• Governance and Sustainability



		What We Do

				Tie executive pay to performance.

				Set challenging performance objectives that align with company performance.

				Balance short-term and long-term incentives.

				Include caps on the potential payouts under the PSU grants and our annual incentive program.

				Use double triggers in our severance agreements and our equity awards.

				Maintain significant stock ownership guidelines for our NEOs.

				Maintain a clawback policy for our cash incentive and equity awards.

				Retain an independent compensation consultant.

				Establish appropriate compensation peer groups which the Committee re-evaluates annually.

				Reach out to leading shareholders and their advisory firms to discuss our executive compensation.

		What We Don’t Do

				No dependence on Total Shareholder Return (“TSR”) as a performance metric for our NEOs. In our experience, TSR captures fluctuations in stock price, rather than measuring the performance of our executive team in operating our business. Our stock price can be sensitive to perceived changes in the global business climate, with fluctuations in stock price that are often de-coupled from the fundamentals of our business.

				No tax gross up payments for any amounts considered excess parachute payments.

				No dividends or dividend equivalents prior to vesting.

				No repricing of stock options.

				No hedging or pledging of ManpowerGroup stock.

				No excessive perquisites to our NEOs or tax gross up payments.


Jean-Philippe Courtois Joined the board 2020 Age 62 Committees: Audit		Career Highlights • Executive Vice President, National Transformation Partnerships, at Microsoft, a global technology provider, since July 2021 • Executive Vice President, President Global Sales, Marketing and Operations at Microsoft from 2016 to July 2021 • President, Microsoft International from 2005 to 2016 • CEO, Microsoft EMEA from 2003 to 2005 • Former Director of AstraZeneca plc (2008 to 2016) Qualifications • Significant managerial, strategic and marketing expertise in international business • Extensive experience in the technology industry developed over his more than three decades career with Microsoft, including global enterprise sales • Global operational expertise and branding insight from multiple senior leadership roles • Brings an important perspective from his prior service as a director on another public company board

William Downe Lead Director 2017-2023 Joined the board 2011 Age 70 Committees: People, Culture and Compensation		Career Highlights • Non-Executive Chairman of Trans Mountain Corporation, an oil pipeline operator, since November 2018 • Chief Executive Officer of BMO Financial Group (“BMO”), a highly diversified financial services provider based in North America, from 2007 to 2017 • Chief Operating Officer of BMO from 2006 to 2007 • Deputy Chair of BMO and Chief Executive Officer, BMO Nesbitt Burns and Head of Investment Banking Group from 2001 to 2006 • Director of Loblaw Companies Limited (since 2018) • Former Director of BMO (2007 to 2017) Qualifications • Deep knowledge of the financial services industry and investment community based on his long tenure at BMO • Benefits the board through the significant managerial, operational and global experience he gained during his career at BMO and serving on its Board • Extensive expertise in compliance and risk oversight leading a company in a regulated industry • Provides a unique perspective to the boardroom as a long-serving CEO and board member


John F. Ferraro Joined the board 2016 Age 67 Committees: Audit		Career Highlights • Global Chief Operating Officer of Ernst & Young (“EY”), a global professional services organization, from 2007 to 2015 • Held several senior leadership positions at EY, including Global Vice Chair Audit • Served as a member of EY’s Global Executive board for more than 10 years • Executive Vice President, Strategy and Sales of Aquilon Energy Services, a software and services company for the energy industry, from February 2019 to July 2019 • Director of Advance Auto Parts (since 2015) • Director of International Flavor and Fragrances, Inc. (since 2015) Qualifications • Significant depth in both finance and global operations management through his experience at EY • Background includes many years as a manager and executive in the professional services industry • Experience in accounting, financial oversight, compliance and risk management • Brings an important perspective from his service as a director on other public company boards

William P. Gipson Joined the board 2020 Age 65 Committees: People, Culture and Compensation		Career Highlights • President, Enterprise Packaging Transformation of Procter & Gamble (“P&G”), a leading global provider of branded consumer packaged goods, from 2017 to June 2019 • Senior Vice President, Research & Development for Asia at P&G from 2015 to 2017 • Senior Vice President, Research & Development for the Global Hair Care/Color & Overall Beauty Sector at P&G from 2011 to 2015 • Senior Vice President, Corporate Chief Diversity Officer for P&G from 2011- June 2019, simultaneously served • A director of Rockwell Automation, Inc. (since November 2020) Qualifications • Significant international, managerial and operational experience from his tenure as President, Enterprise Packaging and Transformation of P&G • Experience with research and business development at a leading international company, including multiple international postings • Brings a unique perspective to the board from his tenure as Chief Diversity Officer for Procter & Gamble


Patricia Hemingway Hall Joined the board 2011 Age 70 Committees: Audit; Governance and Sustainability (Chair)		Career Highlights • President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), a mutual health insurer, from 2008 to 2015 • President and Chief Operating Officer of HCSC from 2007 to 2008 • Executive Vice President of Internal Operations of HCSC from 2006 to 2007 • Director of Cardinal Health (since 2013) • Former Director of Halliburton (2019-2022) • Former Director of Celgene Corporation (2018-2019) Qualifications • Significant managerial, operational, sales, marketing and government relations experience as a result of the various senior positions she held during her tenure with HCSC, including as its Chief Executive Officer • Strong background in corporate governance and corporate administration • Brings an important perspective gained from her service as a director on other public company boards

Julie M. Howard Incoming Lead Director effective May 2023 Joined the board 2016 Age 60 Committees: People, Culture and Compensation; Governance and Sustainability		Career Highlights • Chief Executive Officer of Riveron Consulting, LLC (“Riveron”), a business advisory firm specializing in accounting, finance, technology, and operations, since March 2021 • Chief Executive Officer of Navigant Consulting, Inc. (“Navigant”), a specialized global professional services firm, from 2012 to October 2019 • Chairman of the Board of Navigant from 2014 to October 2019 • Prior thereto, Ms. Howard held several leadership positions at Navigant including Chief Operating Officer • Director of Sleep Number Corporation (since May 2020) • Former Director of InnerWorkings, Inc. (2012-2019) Qualifications • Deep knowledge in the global professional services industry • Significant managerial, transactional and operational experience • Experience with technology and innovation, including with private enterprises and public-sector clients • Brings an important perspective from her service as a director of other public company boards


Ulice Payne, Jr. Joined the board 2007 Age 67 Committees: Audit; Governance and Sustainability		Career Highlights • President and Managing Member of Addison-Clifton, LLC, a provider of global trade compliance advisory services, since 2004 • Chief Executive Officer of the Milwaukee Brewers Baseball Club from 2002 to 2003 • Partner with the law firm Foley & Lardner LLP from 1998 to 2002 • Director of WEC Energy Group, Inc. (formerly Wisconsin Energy Corporation) (since 2003) • Director of Foot Locker, Inc. (since 2016) • Former Trustee of The Northwestern Mutual Life Insurance Company (2005-2018) Qualifications • Significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton, LLC • Deep understanding of global business trends and international business • Brings an important perspective from his service as a director of other public company boards

Muriel Pénicaud Joined the board 2022 Age 67 Committees: People, Culture, and Compensation		Career Highlights • Senior Advisor to Bain Capital, a private investment firm, since February 2023 • Ambassador, Permanent Representative of France to the OECD, from 2020 to March 2022 • Minister of Labor, Republic of France, from 2017 to July 2020 • French Ambassador for International Investment and CEO of Business France, the national agency supporting the international development of the French economy, from 2014 to 2017 • Senior Executive Vice-President, Human Resources at Danone Group and a member of its Executive Committee from 2008 to 2014. • Senior Executive Vice President, Human Resources, Organization and Sustainable Development at Dassault Systems from 2002 to 2008 Qualifications • Extensive and significant experience in government relations and human resources as a result of the senior positions she has held, including her tenure as the French Minister of Labor • Experience in international business and human capital management


Jonas Prising Joined the board 2014 Age 58 Committees: None		Career Highlights • Chief Executive Officer of ManpowerGroup since 2014 • Chairman of ManpowerGroup since 2015 • ManpowerGroup President from 2012 to 2014 • Executive Vice President, President of ManpowerGroup - The Americas from 2009 to 2012 • Executive Vice President, President of ManpowerGroup - United States and Canadian Operations from 2006 to 2008 • Prior thereto, held other positions with increasing responsibility at ManpowerGroup since 1999 • Director of Kohl’s Corporation (since 2015) Qualifications • Extensive and specific knowledge of ManpowerGroup and its operations, including playing a significant role in shaping the Company’s long-term business strategy • Brings a deep understanding of our industry and the competitive environment • Provides a global perspective and strong knowledge of the relevant marketplaces in Europe and Asia, as well as the Americas

Paul Read Joined the board 2014 Age 56 Committees: Audit (Chair)		Career Highlights • President and Chief Operating Officer of Ingram Micro, Inc., a technology distributor and supply-chain services provider, from 2013 to 2016 • Chief Financial Officer of Flextronics International, Ltd., an electronics manufacturing services provider, from 2008 to 2013 Qualifications • Significant managerial, operational and global experience as a result of many senior positions he has held, including his tenure as President and Chief Operating Officer of Ingram Micro, Inc. • Extensive background in finance and accounting matters • Extensive information security and technology industry knowledge


Elizabeth P. Sartain Joined the board 2010 Age 68 Committees: People, Culture and Compensation (Chair)		Career Highlights • Independent Human Resource Advisor and Consultant since 2008 • Executive Vice President and Chief People Officer at Yahoo! Inc. from 2001 to 2008 • An executive with Southwest Airlines serving in various positions from 1988 to 2001 • Former Director of Shutterfly Inc. (2016 to 2019) Qualifications • Experience in executive compensation, organizational design and human capital management • Significant human resources experience as a result of senior management positions she held at several prominent companies • Brings an important perspective gained from her service as a director on other public company boards

Michael J. Van Handel Joined the board 2017 Age 63 Committees: Governance and Sustainability		Career Highlights • Senior Executive Vice President of ManpowerGroup from 2016 to 2017 • Chief Financial Officer of ManpowerGroup from 1998 to 2016 • Several other senior finance and accounting positions within ManpowerGroup since 1989 • Director of BMO Financial Corporation, a subsidiary of BMO Financial Group (since 2006) • Director of ICF International (since 2017) Qualifications • Deep knowledge of ManpowerGroup developed over many years of experience at the Company, including nearly two decades as CFO • Significant managerial, operational, transactional and financial markets experience relevant to our business • Brings an important perspective gained from his service as a director on other public company boards



2022 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 ($)		STOCK AWARDS ($)(3)		TOTAL ($)

Gina R. Boswell(1)		115,000		175,000		290,000

Jean-Philippe Courtois		115,000		185,502		300,502

William Downe		—		404,480		404,480

John F. Ferraro		115,000		221,940		336,940

William P. Gipson		—		303,446		303,446

Patricia Hemingway Hall		135,000		192,503		327,503

Julie M. Howard		—		324,768		324,768

Ulice Payne, Jr.		115,000		194,254		309,254

Muriel Pénicaud(2)		6,301		9,589		15,890

Paul Read		142,500		189,400		331,900

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

Michael J. Van Handel		115,000		190,435		305,435



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		4,015		337,902	December 14, 2024

William Downe		6,601		60,272		5,072,492

John F. Ferraro		5,894		17,871		1,504,023

William P. Gipson		4,990		6,583		554,025

Patricia Hemingway Hall		6,601		18,806		1,582,713

Julie M. Howard		5,064		18,769		1,579,599

Ulice Payne, Jr.		6,601		15,086		1,269,638

Muriel Pénicaud		6,674		112		9,426	December 12, 2027

Paul Read		6,601		17,400		1,464,384

Elizabeth P. Sartain		6,601		28,072		2,362,540

Michael J. Van Handel		3,568		18,277		1,538,192



	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 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; • 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 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 2022: 5



	Elizabeth P. Sartain 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 clawback 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 William P. Gipson Julie M. Howard Muriel Pénicaud⁽¹⁾



GOVERNANCE AND SUSTAINABILITY COMMITTEE		NUMBER OF MEETINGS IN 2022: 4



	Patricia Hemingway Hall 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


Background			26

Executive Summary			26

2022 Results Reflected Challenging Environment in 2022			26

2022 Key Committee Actions			26

Short-Term and Long-Term Incentive Payouts for 2022			27

Calculation of Financial Metrics			29

CEO Compensation was Driven by Company Performance			30

Key Compensation Practices			31

ManpowerGroup Compensation Principles			32

Say on Pay Vote			33

Shareholder Engagement			33

Compensation Elements			34

Target Total Compensation			37

Market Positioning: 2022 Target Compensation in the Competitive Marketplace			38

How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group			38

The 2022 Peer Group			38

Additional Data Sources			38

Assessing Individual Factors			38

The Committee’s Decision-Making Process			39

Components of the 2022 Executive Compensation Program — Base Salary			39

Components of the 2022 Executive Compensation Program — Annual Cash Incentives			39

How EPS, ROIC and Revenue are Calculated			39

Why the Company Uses EPS, ROIC and Revenue			40

The 2022 EPS, ROIC and Revenue Goals			40

Annual Incentive Award Opportunities			41

2022 Strategic KPIs and ESG Goals and Annual Incentive Award Payouts			41

Jonas Prising			41

John T. McGinnis			42

Michelle S. Nettles			42

Richard Buchband			42

Components of the 2022 Executive Compensation Program — Long-Term Incentives			43

Performance Share Units			43

How the Company Sets EBITA Margin Percent Goals			44

Shares Earned under the Regular 2020 PSU Grant and the 2021 Special Grant			44

Restricted Stock Units			45

Stock Options			45


Career Shares, Retirement and Deferred Compensation Plans			45

Other Benefits			46

Severance Agreements			46

Governance Features of Our Executive Compensation Programs			46

We Have Stock Ownership Guidelines for Executive Officers			46

We Have a Clawback Policy			47

We Prohibit Hedging, Pledging and Short-Sale Transactions			47

Other Material Tax Implications of the Executive Compensation Program			47



NAME		TITLE

Jonas Prising		Chairman and Chief Executive Officer

John T. McGinnis		Executive Vice President and Chief Financial Officer

Michelle S. Nettles		Chief People and Culture Officer

Richard Buchband		Senior Vice President, General Counsel and Secretary


Annual Incentive Payouts for 2022 Consistent with prior years, the Committee set key financial performance metrics in mid-February 2022, as summarized below.
• 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.	• 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 KPIs for executives based on individual Strategic KPIs and ESG goals. The financial metrics were achieved between the threshold and target levels for EPS, ROIC and Revenue, and these, combined with individual Strategic KPIs and ESG Goals were used to determine the individual payouts for the NEOs.



	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	$	7.08		$	0.88		$	(0.19	)	$	0.06		$	0.99		$	0.41		$	9.23

ROIC		12.8	%		1.5	%		n/a			0.1	%		1.1	%		0.6	%		16.1	%

Revenue (in billions)	$	19.8		$	1.9			n/a			n/a			n/a		$	0.10		$	21.8

OPMP (for grants made prior to 2022)		2.93	%		n/a			n/a			0.02	%		0.25	%		0.13	%		3.33	%

EBITA Margin Percent (for grants made beginning in 2022)		3.12	%		n/a			n/a			0.02	%		0.25	%		0.12	%		3.51	%



	2022 ACTUAL PAYOUT $		% COMPARED TO TARGET

EPS Goal		441,532		88.3	%

ROIC Goal		422,414		84.5	%

Revenue Goal		236,364		59.1	%

Strategic KPIs and ESG Goals		625,000		104.0	%

Total		1,725,310		86.3	%



COMPENSATION ELEMENT	KEY CHARACTERISTICS	OBJECTIVE AND DETERMINATION	2022 DECISIONS

Base Salary	Fixed compensation for performing the core areas of responsibility.	Provide amounts that are competitive in the markets in which we operate. Amounts are reviewed annually and adjusted when appropriate. Factors used to determine base salaries: • NEO’s experience, skill, and performance. • The breadth of the NEO’s responsibilities. • Pay relative to market.	None of the NEOs received an increase in base salary in 2022.

Annual Incentive Award	Variable compensation payable in cash under the Annual Incentive Plan (“Incentive Plan”) 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 2022: • The performance metrics used to determine annual incentive were EPS, ROIC and Revenue for all NEOs. • The maximum individual limit in any year under the Incentive Plan is $5 million.	The EPS, ROIC and Revenue levels achieved were between the threshold and target levels. • Each of the NEOs received a percentage of their incentive for achieving a specified level of their individual Strategic KPIs and ESG Goals.



NEO	BASE SALARY $		ANNUAL INCENTIVE $		PERFORMANCE SHARE UNITS (1) $		RESTRICTED STOCK UNITS $		TOTAL 2022 TARGET COMP $		% TOTAL 2022 TARGET COMP VARIABLE(1)			% TOTAL 2022 TARGET COMP PERFORMANCE- BASED(2)

Jonas Prising		1,250,000		2,000,000		6,000,027		4,000,018		13,250,045		91	%		60	%

John T. McGinnis		746,750		821,425		1,799,982		1,199,988		4,568,145		84	%		57	%

Michelle S. Nettles		566,500		424,875		750,003		500,002		2,241,380		75	%		52	%

Richard Buchband		540,750		405,563		600,016		400,011		1,946,340		72	%		52	%



2022 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	2022 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	CEO AND CFO: 25% OTHER NEOs: 33%			ALL NEOs: 100%			All NEOs: 200%

EPS (weighted 25%)	$	7.66		$	9.52		$	11.15

ROIC (weighted 25%)		13.8	%		16.7	%		19.1	%

Revenue (in billions) (weighted 20%)	$	21.3		$	22.4		$	23.3



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

Jonas Prising		40.0	%		160.0	%		320.0	%

John T. McGinnis		27.5	%		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 2022 SALARY			AMOUNT EARNED

EPS Goal		Above Threshold		35.3	%	$	441,532

ROIC Goal		Above Threshold		33.8	%	$	422,414

Revenue Goal		Above Threshold		18.9	%	$	236,364

Strategic KPIs and ESG Goals		Above Target		50.0	%	$	625,000

Total Incentive				138.0	%	$	1,725,310