DEF 14A of ManpowerGroup Inc., Mar 6, 2025

DEF 14A of ManpowerGroup Inc.

Filed Mar 6, 2025 · FY20240000950170-25-034717

Open on EDGAR

  1. Key Compensation Practices

    Key Compensation Practices The people, culture and compensation 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:

  2. Key Compensation Practices

    | | vii | 2025 Proxy Statement |

  3. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  4. Key Compensation Practices

    | Age: 64 Director Since: 2020 Committees: • Audit | Jean-Philippe Courtois Public Company Boards • Former Director of AstraZeneca (2008 to 2016) Additional Leadership and Experience • Chairman of the Board of Directors for SKEMA Business School • President and Cofounder, Live for Good, a French association which aims to help underprivileged young social entrepreneurs realize their potential • President of the Mission Committee of Open Classroom, a French-based online education platform for vocational training Career Highlights • Executive Vice President and President, National Transformation Partnerships, at Microsoft, a global technology provider, from July 2021 to September 2024 • 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 Why this Director is Valuable to ManpowerGroup • Mr. Courtois brings significant experience managing global enterprise sales developed over many years as the senior global sales executive at Microsoft, one of the world’s largest software companies • We also benefit from Mr. Courtois’ extensive experience in the technology industry developed over his more than three decade career with Microsoft • Mr. Courtois, who is based in Paris, has in-depth international experience, particularly within the European markets where most of our business resides • He also brings an important perspective from his prior service as a director of AstraZeneca |

  5. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  6. Key Compensation Practices

    | | 1 | 2025 Proxy Statement |

  7. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  8. Key Compensation Practices

    | Age: 69 Director Since: 2016 Committees: • Audit (Chair) | John F. Ferraro Public Company Boards • Director of Advance Auto Parts (since 2015) • Director of International Flavor and Fragrances (since 2015) Additional Leadership and Experience • Director of Triumvirate Environmental Inc. Holdings LP, owner of Triumvirate Environmental, Inc., a provider of waste management and environmental solutions • Founder of RP Intellectual Partners LLC (a successor to a part of Alpha Alpha Intellectual Properties, LLC), a firm investing in intellectual properties focused on technology • Trustee Emeritus of Marquette University • Former Chair of the Board of Trustees of Boston College High School • Founder of the Audit Committee Leadership Network 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 Why this Director is Valuable to ManpowerGroup • Mr. Ferraro brings to our Board his significant depth in both finance and global operations management through his experience with large and global corporations while working at EY • He has an extensive background as a manager and executive in the professional services industry • We benefit from Mr. Ferraro’s significant experience in accounting, financial oversight, compliance and risk management, which enables him to assist the Board in identifying trends and developments that affect public companies • He also brings valuable perspectives and insights from his service on the board of directors of two other public companies |

  9. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  10. Key Compensation Practices

    | | 2 | 2025 Proxy Statement |

  11. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  12. Key Compensation Practices

    | Age: 67 Director Since: 2020 Committees: • People, Culture and Compensation | William P. Gipson Public Company Boards • Director of Rockwell Automation (since November 2020) Additional Leadership and Experience • Former Director of STEM Pathway to MBA (University of Alabama) • Former Director of CityLink (Cincinnati), a non-profit organization providing services to help individuals in poverty • Former Director of the Executive Leadership Council • Former Director of United Negro College Fund • Former Director National Action Council for Minorities in Engineering • Veteran of the US Air Force 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 Why this Director is Valuable to ManpowerGroup • Mr. Gipson brings to our Board significant managerial and operational experience as well as a valuable perspective on consumer behavior, from his more than thirty years at P&G, including as President, Enterprise Packaging and Transformation • We benefit from Mr. Gipson’s broad expertise in driving business growth and product innovation at P&G, a global company, including through multiple international postings • He also brings a unique perspective to the Board from his experience in leading the global diversity and inclusion program for P&G for eight years |

  13. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  14. Key Compensation Practices

    | | 3 | 2025 Proxy Statement |

  15. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  16. Key Compensation Practices

    | Age: 62 Director Since: 2016 Committees: • People, Culture and Compensation (Chair) • Governance and Sustainability | Julie M. Howard Lead Director Public Company Boards • Director of Sleep Number Corporation (since May 2020) • Former Director of InnerWorkings (2012-2019) • Former Director of Navigant Consulting (2014-2019) Additional Leadership and Experience • Director of Riveron Consulting ("Riveron"), a business advisory firm specializing in accounting, finance, technology, and operations • Director of Treliant, which provides consulting services to the global financial services industry Career Highlights • Chief Executive Officer of Riveron from March 2021 to September 2023 • Chief Executive Officer of Navigant Consulting (“Navigant”), a specialized global professional services firm, from 2012 to October 2019 • Chair of the Board of Navigant from 2014 to October 2019 • Prior thereto, Ms. Howard was a practicing consultant at Navigant, and held several leadership positions including Chief Operating Officer Why this Director is Valuable to ManpowerGroup • As CEO of both Riveron and Navigant, Ms. Howard developed extensive knowledge in the global professional services industry • She also provides our Board with managerial, transactional and operational experience from her tenure at Riveron and Navigant and a long-standing career working with clients in a wide array of industries • Ms. Howard has experience with technology and innovation, including with private enterprises and public-sector clients • Her role as our Lead Director is enhanced by her experience as Chair of the Board of Directors at Navigant, and her service on multiple other public company boards. She also brings experience working with the private equity community, and considerable background in investor relations matters, including related to shareholder activism |

  17. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  18. Key Compensation Practices

    | | 4 | 2025 Proxy Statement |

  19. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  20. Key Compensation Practices

    | Age: 69 Director Since: 2007 Committees: • Audit • Governance and Sustainability | Ulice Payne, Jr. Public Company Boards • Director of WEC Energy Group (formerly Wisconsin Energy Corporation) (since 2003) • Director of Foot Locker, Inc. (since 2016) • Former Trustee of The Northwestern Mutual Life Insurance Company (2005-2018) Additional Leadership and Experience • Director of Metropolitan Milwaukee Association of Commerce • Director of Advancement of Blacks in Sports • Named one of 2017's Most Influential Black Corporate Directors by Savoy Magazine • Former Wisconsin Commissioner of Securities (February 1985 to December 1987) Career Highlights • President and Managing Member of Addison-Clifton, 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 from 1998 to 2002, including Managing Partner from 2001 to 2002 Why this Director is Valuable to ManpowerGroup • Mr. Payne brings significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton and as Managing Partner of Foley & Lardner • We also benefit from Mr. Payne’s broad experience in, and knowledge of, international business and global trade regulation and compliance • He also brings valuable perspectives and insights from his past and present service as a director of several public company boards |

  21. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  22. Key Compensation Practices

    | | 5 | 2025 Proxy Statement |

  23. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  24. Key Compensation Practices

    | Age: 69 Director Since: 2022 Committees: • People, Culture, and Compensation | Muriel Pénicaud Public Company Boards • None Additional Leadership and Experience • Director of Publica HoldCo, the holding Company of Inetum Software Company, a European provider of digital services • Director of Galileo Global Education, an international provider of higher education • Member of Advisory Board of the Global Summit of Women, a business and economic forum for women • Awarded numerous European orders of merit, including Officer of the French Legion of Honour 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, a global food and beverage company, and a member of its Executive Committee from 2008 to 2014 • Senior Executive Vice President, Human Resources, Organization and Sustainable Development at Dassault Systems, a global 3D technology company, from 2002 to 2008 Why this Director is Valuable to ManpowerGroup • Ms. Pénicaud has extensive experience in government relations and human resources as a result of the multiple cabinet level positions she has held in the French government, including as the French Minister of Labor and as Ambassador, Permanent Representative to the OECD. As a result, she brings a unique perspective on the labor economy from the public and private sector • We also benefit from Ms. Pénicaud’s significant experience in international business and human capital management, including extensive experience at the CHRO leadership level at two large French multinational companies • She also brings an important perspective on economic and labor trends and developments in France, our largest country operation |

  25. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  26. Key Compensation Practices

    | | 6 | 2025 Proxy Statement |

  27. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  28. Key Compensation Practices

    | Age: 60 Director Since: 2014 Committees: • None | Jonas Prising Public Company Boards • Director of Kohl’s Corporation (since 2015) Additional Leadership and Experience • Member of Board of Governors and former Chair of Junior Achievement Worldwide • Actively engaged with the World Economic Forum, including as a member of the International Business Council (IBC) and several other groups/alliances • Board member and former Chair of the Metropolitan Milwaukee Association of Commerce Career Highlights • Chief Executive Officer of ManpowerGroup since 2014 • Chair 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, based in Europe and the United States Why this Director is Valuable to ManpowerGroup • Mr. Prising brings to the Board a strong leadership track record from his tenure as a member of ManpowerGroup’s senior leadership team. Given his current roles as chair and chief executive officer and his several other leadership roles he has held within the Company, Mr. Prising also brings to the Board a broad understanding of the Company’s industry, business, operations and growth strategy • He is a frequent speaker and commentator on the global stage, especially on topics of labor economics, governance and sustainability, and has enabled ManpowerGroup to develop significant visibility and recognition within the business services community • Mr. Prising also provides a global perspective and strong knowledge of the relevant marketplaces in Europe and Asia, as well as the Americas |

  29. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  30. Key Compensation Practices

    | | 7 | 2025 Proxy Statement |

  31. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  32. Key Compensation Practices

    | Age: 58 Director Since: 2014 Committees: • Audit | Paul Read Public Company Boards • None Additional Leadership and Experience • Former Non-Executive Director of Ingram Micro • Former Member of the Board of Advisors, Leavey School of Business at Santa Clara University • Former Director of Arcient, Inc. a privately held information and technology services company Career Highlights • President Global Technology Business and Chief Operating Officer of Ingram Micro, a technology distributor and supply-chain services provider, from 2013 to 2016 • Chief Financial Officer of Flextronics International, an electronics manufacturing services provider, from 2008 to 2013 Why this Director is Valuable to ManpowerGroup • Mr. Read has significant managerial, operational and global experience as a result of senior positions he has held, including his tenure as President and Chief Operating Officer of Ingram Micro • He has extensive background in finance and accounting matters from prior roles, including as Chief Financial Officer of Flextronics International • We also benefit from Mr. Read’s knowledge and experience in the information security and technology industry, including his time as President Global Technology Business at Ingram Micro |

  33. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  34. Key Compensation Practices

    | | 8 | 2025 Proxy Statement |

  35. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  36. Key Compensation Practices

    | Age: 70 Director Since: 2010 Committees: • People, Culture and Compensation | Elizabeth P. Sartain Public Company Boards • Former Director of Shutterfly Inc. (2016 to 2019) • Former Director of Peets Tea & Coffee, Inc. (2007 to 2012) Additional Leadership and Experience • Director of AARP; Chairman of the Board of the AARP Foundation • Named to 2023 Most Influential Corporate Board Directors, Women Inc. Magazine • Named to 2020 Directorship 100 by NACD as one of the most influential corporate directors • NACD Board Leadership Fellow and faculty member of its Director Professionalism program • Former Director and Chair of the Society of Human Resource Management (SHRM) Foundation 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, including Vice President of People Why this Director is Valuable to ManpowerGroup • Ms. Sartain has significant experience in executive compensation, organizational design and human capital management • She also brings significant human resources experience as a result of senior management positions she held at several prominent companies, including as Vice President and Chief People Officer at Yahoo! • Ms. Sartain has led significant business transformation initiatives as well as global human resources efforts, focusing on attracting, retaining and developing employees • She also has recognized experience in workforce trends, compensation committee and governance issues and is a recognized speaker on these issues • Ms. Sartain also brings an important perspective gained from her service as a director on other public company boards |

  37. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  38. Key Compensation Practices

    | | 9 | 2025 Proxy Statement |

  39. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  40. Key Compensation Practices

    | Age: 65 Director Since: 2017 Committees: • Governance and Sustainability (Chair) | Michael J. Van Handel Public Company Boards • Director of ICF International (since 2017) Additional Leadership and Experience • Director of BMO Financial Corporation, a subsidiary of BMO Financial Group (since 2006) • Recognized nine times by Institutional Investor magazine as America's Best CFO for Business and Professional Services 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 Why this Director is Valuable to ManpowerGroup • Mr. Van Handel brings to the Board deep knowledge of ManpowerGroup and the industry developed over his more than twenty years of experience at the Company, including nearly two decades as CFO • As CFO, Mr. Van Handel was also a member of ManpowerGroup’s leadership team and was significantly engaged in developing the Company’s business strategy • He has significant managerial, operational, transactional and financial markets experience relevant to our business. Mr. Van Handel was responsible for driving operational performance across all geographies and business lines and given his extensive knowledge of the industry and competitive landscape, was heavily involved in M&A activity for the Company |

  41. Key Compensation Practices

    | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Previous Board | International Business | Corporate Governance | Active/ Former CEO/ Chairperson or other C-Suite Officer | Sales | Government Relations | Human Resources | Marketing and Branding | Technology | Accounting or Financial Oversight | Operations |

  42. Key Compensation Practices

    | | 10 | 2025 Proxy Statement |

  43. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  44. Key Compensation Practices

    Each director attended at least 75% of the board meetings and meetings of committees on which he or she served in 2024. The board of directors held five meetings during 2024 and took one action by written consent. The board of directors has established a general retirement age of 75. Under the Company's corporate governance guidelines, an individual cannot be nominated for election to the board of directors after his or her 75th birthday. Any director who turns 75 during his or her normal term will continue in office until the expiration of that term. Patricia Hemingway Hall has informed us that she does not wish to stand for re-election at the annual meeting. We express our thanks to Ms. Hemingway Hall for her valuable service to ManpowerGroup and its shareholders, and for her many contributions to the Board over the past 14 years. Following her retirement, the board of directors will have ten members. Under ManpowerGroup’s bylaws, nominations, other than those made by the board of directors or the governance and sustainability committee, must be made pursuant to timely notice in proper written form to the Corporate Secretary of ManpowerGroup. To be timely, a shareholder’s request to nominate a person for election to the board of directors at an annual meeting of shareholders, together with the written consent of such person to serve as a director, must be received by the Corporate Secretary of ManpowerGroup at the principal office of the Company not earlier than the close of business on the 150th day, nor later than the close of business on the 90th day, prior to the date of the annual meeting fixed pursuant to the bylaws. To be in proper written form, the notice must contain certain information concerning the nominee and the shareholder submitting the nomination, including the disclosure of any hedging, derivative or other complex transactions involving the Company’s common stock to which a shareholder proposing a director nomination is a party. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must generally provide notice no later than 60 days prior to the anniversary of the previous year’s annual meeting date in accordance with Rule 14a-19 under the Securities Exchange Act of 1934.

  45. Key Compensation Practices

    | | 11 | 2025 Proxy Statement |

  46. Key Compensation Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  47. 2024 Non-Employee Director Compensation Structure

    2024 Non-Employee Director Compensation Structure

  48. 2024 Non-Employee Director Compensation Structure

    | Annual Base Retainer (TOTAL) | $300,000 | | Cash | $120,000 | | Equity | $180,000 | | Annual Governance and Sustainability Committee Chair Retainer | $25,000 | | Annual People, Culture and Compensation Committee Chair Retainer | $25,000 | | Annual Audit Committee Chair Retainer | $30,000 | | 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 | $35,000 + Committee Chair Retainer |

  49. 2024 Non-Employee Director Compensation Structure

    Annual Cash Retainer Each year, directors receive an annual cash retainer but can elect to receive deferred stock in lieu of 50%, 75% or 100% of their annual cash retainer. This deferred stock will be granted at the end of the year for which the election was made. The number of shares granted will equal the annual cash retainer 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 2024, William Downe, who retired from the board during the year, Mr. Gipson and Ms. Howard elected to accept deferred stock in lieu of 100% of their annual cash retainer. Annual Equity Grant Each year directors also receive an annual grant of deferred stock. The annual grant is effective on January 1 of each year and the number of shares granted will equal the annual equity retainer divided by the closing sale price of a share of ManpowerGroup’s common stock on the last business day of the preceding year. Alternatively, the directors can elect to receive restricted stock instead of deferred stock if they make the election on or before December 31 of the preceding year. For 2024, the total shares of deferred stock or restricted stock granted to each director was 2,265 shares. The shares vest in equal quarterly installments on the last day of each calendar quarter during the year. A new director will receive a grant of deferred stock effective the date the director is appointed to the board and will be prorated for the year. They can elect to receive restricted stock instead if they make the election within 10 days of appointment to the board of directors. Distribution of Deferred Stock Deferred stock will be distributed in ManpowerGroup shares on the earlier of three years from the date of grant or within 30 days of the director leaving the board. However, the director can extend the deferral period for these grants by at least five years, and thereafter extend further by at least five more years, as long as the election to extend is made at least twelve months before the end of the current deferral period. If a director extends the deferral period but leaves the board prior to the extended date, the deferred stock will be distributed within 30 days of the director leaving the board.

  50. 2024 Non-Employee Director Compensation Structure

    | | 16 | 2025 Proxy Statement |

  51. 2024 Non-Employee Director Compensation Structure

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  52. Director Compensation for 2024

    Director Compensation for 2024

  53. Director Compensation for 2024

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(2) | TOTAL ($) | | Jean-Philippe Courtois | 120,000 | 199,577 | 319,577 | | William Downe(1) | — | 102,198 | 102,198 | | John F. Ferraro | 136,154 | 243,400 | 379,554 | | William P. Gipson | — | 339,155 | 339,155 | | Patricia Hemingway Hall | 128,379 | 194,770 | 323,149 | | Julie M. Howard | — | 417,598 | 417,598 | | Ulice Payne, Jr. | 120,000 | 204,245 | 324,245 | | Muriel Pénicaud | 120,000 | 194,004 | 314,004 | | Paul Read | 133,846 | 184,668 | 318,514 | | Elizabeth P. Sartain | 128,329 | 180,000 | 308,329 | | Michael J. Van Handel | 136,621 | 199,368 | 335,989 |

  54. Director Compensation for 2024

    (1) Mr. Downe retired from the board of directors effective May 3, 2024 and received a pro-rata annual retainer and grant of deferred stock. (2) Reflects deferred stock and restricted stock granted under our 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-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 Mr. Courtois, $180,000 attributable to the annual grant of deferred stock (2,265 shares) and $19,577 attributable to deferred stock issued in lieu of dividends (281 shares) in 2024. For Mr. Downe, $61,319 attributable to the annual grant of restricted stock (772 shares) and $40,879 attributable to deferred stock granted in lieu of 100% of his annual retainer (531 shares) in 2024. For Mr. Ferraro, $180,000 attributable to the annual grant of restricted stock (2,265 shares) and $63,400 attributable to deferred stock issued in lieu of dividends (910 shares) in 2024. For Mr. Gipson, $180,000 attributable to the annual grant of deferred stock (2,265 shares), $120,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (1,722 shares) and $39,155 attributable to deferred stock issued in lieu of dividends (562 shares) in 2024. For Ms. Hemingway Hall, $180,000 attributable to the annual grant of restricted stock (2,265 shares) and $14,770 attributable to deferred stock issued in lieu of dividends (212 shares) in 2024. For Ms. Howard, $180,000 attributable to the annual grant of deferred stock (2,265 shares), $171,621 attributable to deferred stock granted in lieu of 100% of her annual retainers (2,463 shares) and $65,977 attributable to deferred stock issued in lieu of dividends (947 shares) in 2024. For Mr. Payne, $180,000 attributable to the annual grant of deferred stock (2,265 shares) and $24,245 attributable to deferred stock issued in lieu of dividends (348 shares) in 2024. For Ms. Pénicaud, $180,000 attributable to the annual grant of deferred stock (2,265 shares) and $14,004 attributable to deferred stock issued in lieu of dividends (201 shares) in 2024. For Mr. Read, $180,000 attributable to the annual grant of restricted stock (2,265 shares) and $4,668 attributable to deferred stock issued in lieu of dividends (67 shares) in 2024. For Ms. Sartain, $180,000 attributable to the annual grant of restricted stock (2,265 shares) in 2024. For Mr. Van Handel, $180,000 attributable to the annual grant of deferred stock (2,265 shares) and $19,368 attributable to deferred stock issued in lieu of dividends (278 shares) in 2024. The aggregate number of shares of deferred stock held by each of the non-employee directors can be found in Footnote 1 of the Beneficial Ownership of Directors and Executive Officers table on page 77. All such shares of deferred stock were fully vested as of December 31, 2024. All shares of restricted stock granted to the non-employee directors in 2024 were fully vested as of December 31, 2024.

  55. Director Compensation for 2024

    | | 17 | 2025 Proxy Statement |

  56. Director Compensation for 2024

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  57. Compensation Elements

    | | 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 for 2024: • EPS (25%) • ROIC (25%) • Revenue (20%) • Individual Strategic KPIs (30%) | Metrics used to determine PSUs earned: • EBITA Margin Percent • 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. • Modifier - For PSUs granted in 2024, final PSU payouts are subject to a relative Total Shareholder Return ("rTSR") modifier that can increase or decrease the final PSU payout by 25% based on the Company's total shareholder return relative to a peer group over the three-year performance period. PSU grants prior to 2024 were subject to a KPI modifier that would increase or decrease the final payout by up to 30% based on the 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 42 | Page 42 | Page 46 | Page 48 |

  58. Compensation Elements

    | | 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 48 | | 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 48 | | Career Shares | Used selectively by the Committee as an incentive in the form of long-dated RSUs, typically with a five-year cliff vesting period, 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 48 | | 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 48 |

  59. 2024 NEO Target Compensation

    | | BASE SALARY | ANNUAL INCENTIVE | PERFORMANCE SHARE UNITS | RESTRICTED STOCK UNITS | TOTAL 2024 TARGET COMP | % TOTAL 2024 TARGET COMP | % TOTAL 2024 TARGET COMP PERFORMANCE- | | NEO | $ | $ | $ | $ | $ | VARIABLE(1) | BASED(2) | | Jonas Prising | 1,300,000 | 2,080,000 | 6,494,541 | 4,160,007 | 14,034,548 | 90% | 60% | | John T. McGinnis | 769,153 | 846,068 | 1,873,407 | 1,200,030 | 4,688,658 | 83% | 57% | | Michelle S. Nettles | 600,000 | 510,000 | 874,247 | 559,986 | 2,544,233 | 76% | 54% | | Richard Buchband | 556,973 | 417,730 | 624,493 | 400,010 | 1,999,206 | 72% | 51% |

  60. Market Positioning: 2024 Target Compensation in the Competitive Marketplace

    Market Positioning: 2024 Target Compensation in the Competitive Marketplace

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

    How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group The Committee devotes considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation. 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: • 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 $6 billion in 2024 compared to our revenue of approximately $18 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 for benchmarking purposes.

  62. The 2024 Peer Group

    The 2024 Peer Group For 2024, Mercer continued to use the peer group methodology the Committee has adopted to create greater comparability to the Company's business. The methodology includes the following factors: (i) similar size to ManpowerGroup in revenues, or market capitalization; (ii) companies in the service sector and with global footprints and comparable margin profiles; and (iii) companies where ManpowerGroup is identified as a peer company by the issuer or by proxy advisory firms. This peer group of 21 companies is designed to align with these priorities on a composite basis.

  63. The 2024 Peer Group

    | 2024 Peer Group Companies | | | | Aramark | Fluor Corporation | Textron Inc. | | Baker Hughes Co. | General Mills, Inc. | The Clorox Co. | | CBRE Group, Inc. | Genuine Parts Co | The Gap, Inc. | | CDW Corp. | Hewlett Packard Enterprise Co. | Western Digital Corporation | | CH Robinson Worldwide Inc. | International Paper Company | WW Grainger Inc. | | Cummins Inc. | Jacobs Solutions Inc. | | | Dollar Tree, Inc. | Kohl's Corporation | | | DXC Technology Company | PACCAR Inc. | |

  64. Additional Data Sources

    Additional Data Sources The Committee also uses 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. The CEO and CFO positions were only compared to companies within the peer group for 2024. Compensation for global functional leaders was compared against compensation survey data recommended by Mercer for executives with similar roles and responsibilities. Ms. Nettles’s position was compared to a composite of U.S. compensation survey data of Chief Human Resources Officers and top functional officers within the peer group for 2024. Mr. Buchband’s position was compared with U.S. compensation survey data of legal executives.

  65. The Committee’s Decision-Making Process

    The Committee’s Decision-Making Process The Committee determines the CEO’s compensation levels, including base salary, establishing and determining the achievement of the financial goals and Strategic KPIs for the annual cash incentives, and any equity-based compensation awards. Generally, the CEO establishes and recommends 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 provides input to the Committee regarding the final compensation for all of the NEOs. This input reflects the Company’s performance results for 2024, 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.

  66. Components of the 2024 Executive Compensation Program — Base Salary

    Components of the 2024 Executive Compensation Program — Base Salary Base salaries for NEOs are set based on base salaries paid in the relevant competitive market, for the particular position, subject to individual performance factors as described earlier. Base salary levels affect the value of the annual incentive awarded to the NEOs because the incentive 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 value of long-term incentive awards is not determined as a multiple of base salary. None of the NEOs received an increase in base salary in 2024.

  67. Components of the 2024 Executive Compensation Program — Annual Cash Incentives

    Components of the 2024 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 Strategic KPIs established for that participant for the relevant year. Incentive amounts are based on achievement of pre-established goals using these metrics. The financial goals for 2024 included EPS, ROIC and Revenue. The Strategic KPIs are tied to broad strategic or operational initiatives.

  68. How EPS, ROIC and Revenue are Calculated

    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 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 necessarily be the same as performance as the budgeted financial plan or business outlook, which may be higher or lower than target performance depending on economic conditions and trends at the time.

  69. The 2024 EPS, ROIC and Revenue Goals

    The 2024 EPS, ROIC and Revenue Goals For 2024, 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 based on prior year achievement. Similarly, the Committee set threshold, target and outstanding goals for Revenue that were based on its view of appropriate Revenue growth. The Committee believed the threshold levels for EPS, ROIC and 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 2024. 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, which was the case for 2024 where the Committee assumed continued deterioration in global economic conditions during 2024. The following table shows the EPS, ROIC and Revenue goals established by the Committee for 2024:

  70. The 2024 EPS, ROIC and Revenue Goals

    | METRIC | THRESHOLD | TARGET | OUTSTANDING | | PAYOUT AS A % OF TARGET | ALL NEOs: 33% | ALL NEOs: 100% | ALL NEOs: 200% | | EPS (weighted 25%) | $5.07 | $6.67 | $7.81 | | ROIC (weighted 25%) | 7.7% | 9.7% | 11.1% | | Revenue (in billions) (weighted 20%) | $17.9 | $19.0 | $20.0 |

  71. Annual Incentive Award Opportunities

    Annual Incentive Award Opportunities The following table shows the total annual incentive award opportunities by NEO shown as a percentage of base salary:

  72. Annual Incentive Award Opportunities

    | | THRESHOLD AS | TARGET AS | OUTSTANDING AS | | | A PERCENTAGE | A PERCENTAGE | A PERCENTAGE | | NEO | OF SALARY | OF SALARY | OF SALARY | | Jonas Prising | 53.0% | 160.0% | 320.0% | | John T. McGinnis | 37.0% | 110.0% | 220.0% | | Michelle S. Nettles | 28.0% | 85.0% | 170.0% | | Richard Buchband | 25.0% | 75.0% | 150.0% |

  73. 2024 Strategic KPIs and Annual Incentive Award Payouts

    2024 Strategic KPIs and Annual Incentive Award Payouts

  74. Jonas Prising

    Jonas Prising The Strategic KPIs comprise 30% of the total annual incentive for Mr. Prising and were as follows for 2024: • Execute strategic initiatives focused on digitization and transformation of the business • Diversify the business within the Company's various brands • Strengthen global governance model, develop a robust and diverse talent pipeline, including deepening capabilities of employees and strengthen sustainability leadership position within the industry • Advance various technology pilots and tools, including AI capabilities, to drive innovation and increase productivity The Committee determined that Mr. Prising did not earn a cash incentive award for 2024 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Mr. Prising earned an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Mr. Prising based on its determination of the level of performance towards achievement of his various Strategic KPIs. Based on these results, the Committee determined the amount of the 2024 award to be paid to Mr. Prising to be $844,244. The following table illustrates Mr. Prising’s 2024 achievement of the performance targets in relation to the payment of his 2024 award:

  75. Jonas Prising

    | | PERFORMANCE LEVEL | PERCENTAGE OF 2024 SALARY | AMOUNT EARNED | | EPS Goal | Below Threshold | 0.0% | $— | | ROIC Goal | Below Threshold | 0.0% | $— | | Revenue Goal | Below Target | 18.4% | $238,964 | | Strategic KPIs | Below Target | 46.6% | $605,280 | | Total Incentive | | 64.9% | $844,244 |

  76. John T. McGinnis

    The Committee determined that Mr. McGinnis did not earn a cash incentive award for 2024 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Mr. McGinnis earned an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Mr. McGinnis based on its determination of the level of performance towards achievement of his various Strategic KPIs. Based on these results, the Committee determined the amount of the 2024 award to be paid to Mr. McGinnis to be $349,700. The following table illustrates Mr. McGinnis's 2024 achievement of the performance targets in relation to the payment of his 2024 award:

  77. John T. McGinnis

    | | PERFORMANCE LEVEL | PERCENTAGE OF 2024 SALARY | AMOUNT EARNED | | EPS Goal | Below Threshold | 0.0% | $— | | ROIC Goal | Below Threshold | 0.0% | $— | | Revenue Goal | Below Target | 12.7% | $97,759 | | Strategic KPIs | Below Target | 32.8% | $251,941 | | Total Incentive | | 45.5% | $349,700 |

  78. Michelle S. Nettles

    Michelle S. Nettles The Strategic KPIs comprise 30% of the total annual incentive for Ms. Nettles and were as follows for 2024: • Continue to execute diversification initiatives within certain brands • Progress the Company’s talent strategy, including deepening the talent pipeline and increasing gender diversity at the leadership level • Progress change management efforts to accelerate digitization strategy • Advance organizational effectiveness The Committee determined that Ms. Nettles did not earn a cash incentive award for 2024 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Ms. Nettles did earn an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Ms. Nettles based on its determination of the level of performance towards achievement of her various Strategic KPIs. Based on these results, the Committee determined the amount of the 2024 award to be paid to Ms. Nettles to be $207,000. The following table illustrates Ms. Nettles's 2024 achievement of the performance targets in relation to the payment of her 2024 award:

  79. Michelle S. Nettles

    | | PERFORMANCE LEVEL | PERCENTAGE OF 2024 SALARY | AMOUNT EARNED | | EPS Goal | Below Threshold | 0.0% | $— | | ROIC Goal | Below Threshold | 0.0% | $— | | Revenue Goal | Below Target | 9.8% | $58,500 | | Strategic KPIs | Below Target | 24.8% | $148,500 | | Total Incentive | | 34.5% | $207,000 |

  80. Richard Buchband

    The Committee determined that Mr. Buchband did not earn a cash incentive award for 2024 for the EPS and ROIC performance goals as actual results for the year were below the threshold level. It determined Mr. Buchband earned an award for the Revenue performance goal between the threshold and target levels as actual results were slightly above threshold. Additionally, the Committee approved an incentive award to Mr. Buchband based on its determination of the level of performance towards achievement of his various Strategic KPIs. Based on these results, the Committee determined the amount of the 2024 award to be paid to Mr. Buchband to be $173,400. The following table illustrates Mr. Buchband's 2024 achievement of the performance targets in relation to the payment of his 2024 award:

  81. Richard Buchband

    | | PERFORMANCE LEVEL | PERCENTAGE OF 2024 SALARY | AMOUNT EARNED | | EPS Goal | Below Threshold | 0.0% | $— | | ROIC Goal | Below Threshold | 0.0% | $— | | Revenue Goal | Below Target | 8.6% | $48,122 | | Strategic KPIs | At Target | 22.5% | $125,278 | | Total Incentive | | 31.1% | $173,400 |

  82. Changes to Annual Incentive Structure for 2025

    Changes to Annual Incentive Structure for 2025 Beginning in 2025, the Committee introduced changes to the structure of the Annual Incentive awards for the NEOs to reduce the complexity and enhance the emphasis of key metrics that will drive our 2025 strategic priorities in a manner that is more aligned with the approach of our peer groups. First, the Committee reduced the total number of plan metrics from four to three to place greater focus on a small number of key performance metrics for the Company, which is more aligned with the approach of our peers. These three metrics will consist of two financial metrics, Revenue and EBITA, and the third metric will continue to be the use of individual Strategic KPIs for each NEO. Additionally, the weighting of the Strategic KPIs would be reduced to 20% from 30%, with the remaining 80% to be based on Revenue (35%) and EBITA (45%). The Committee chose EBITA as a financial metric, to replace both EPS and ROIC, as it is the key metric used by the Company to measure profitability, both internally and with shareholders. The increase in the Revenue metric weighting is to further incentivize top-line growth in support of the Company's strategy.

  83. Components of the 2024 Executive Compensation Program — Long-Term Incentives

    Components of the 2024 Executive Compensation Program — Long-Term Incentives Each year the Committee determines the appropriate mix of PSUs 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 2024 that the annual grant of long-term awards to the NEOs should be made up of 60% PSUs and 40% RSUs. 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 PSUs and RSUs awarded in 2024 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 54.

  84. Performance Share Units

    Performance Share Units For the PSUs granted in 2024, vesting is based on achievement of a pre-established goal for average annual EBITA Margin Percent, over a three-year period ending December 31, 2026. EBITA Margin Percent measures operating efficiency without the impact of amortization while continuing to focus executive officers on the long-term profitability of the Company. For 2024, the Committee has introduced a modifier based on relative Total Shareholder Return ("rTSR"), which replaces the prior Strategic KPI modifier. Under these awards, the number of shares that may be earned upon vesting can be increased or decreased based on the Company's total shareholder return relative to a group of 15 peer companies over the three-year performance period. Specifically, if the Company's TSR ends up in the top quartile of the rTSR Peer Group then the number of PSUs otherwise earned will be increased by 25%. Conversely, if the Company's TSR falls in the bottom quartile, then the number of PSUs otherwise earned will be reduced by 25%. And if the Company's TSR falls within the second or third quartile of total shareholder return for the rTSR Peer Group, an adjustment shall be made to the amount of PSUs earned using linear interpolation. The rTSR modifier cannot decrease the payout below the threshold level

  85. Performance Share Units

    | | 46 | 2025 Proxy Statement |

  86. Performance Share Units

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  87. Performance Share Units

    nor increase the payout above the outstanding level. TSR for the Company and the peer group companies will be calculated using the 20-day trading price average, adjusted for dividends, at the beginning and the end of the performance period. The 15-company rTSR peer group consists of companies within the staffing industry that have similar stock performance characteristics and is different from the peer group used for compensation benchmarking purposes. The rTSR Peer Group will be adjusted in the event of any merger, acquisition, divestiture, or business combination, or material non-recurring or unique event or circumstance impacting a selected company.

  88. Performance Share Units

    | 2024 rTSR Peer Group Companies | | | | Adecco Group AG | Kelly Services, Inc | Robert Half Inc. | | ASGN Incorporated | Kforce Inc | Robert Walters plc | | Groupe CRIT SA | Korn Ferry | SThree plc | | Hays plc | PageGroup plc | Synergie SE | | Heidrick & Struggles | Randstad N.V. | TrueBlue, Inc. |

  89. Performance Share Units

    For PSU grants prior to 2024, the Committee included a KPI modifier that would increase or decrease the final PSU payout (which will be determined based on the EBITA margin for the performance period and the performance gate described below) by up to 30%, but not more than the outstanding award or less than the threshold award. Under this feature, the Committee established strategic growth objectives and would evaluate how well management has performed against those pre-established strategic growth objectives during the three-year period of the PSUs.

  90. How the Company Sets EBITA Margin Percent Goals

    | | THRESHOLD | TARGET | OUTSTANDING | | EBITA Margin Percent 2024-2026 | 1.00% | 3.40% | 3.90% | | Payout Percentage | 0.0% | 100.0% | 200.0% |

  91. Shares Earned under the 2022 PSU Grant (2022-2024 Performance Period)

    Shares Earned under the 2022 PSU Grant (2022-2024 Performance Period) Based on the Company's average EBITA Margin Percent for the 3-year performance period of 2022-2024 of 2.80%, the Committee determined the 2022 performance share unit awards vested at 62% of the target level. The EBITA gate for these awards was not met, however, the performance share units vested were already below the target level. The 2022 PSU grant also included the KPI modifier, however, the Committee elected not to apply the KPI modifier to the shares earned under the 2022 PSU Grant. These shares were vested and were settled in common stock in February 2025, after the Committee determined the achievement of the performance goals. The 2022 PSU grants to the NEOs also included the right to dividend equivalents, which were earned and vested only to the extent the PSUs were earned and vested. The number of shared earned under the 2022 PSU grant for each of the NEOs, including dividend equivalents, is as follows:

  92. Shares Earned under the 2022 PSU Grant (2022-2024 Performance Period)

    | NEO | PSUs GRANTED AT TARGET(#) | PSUs EARNED(#) | | Jonas Prising | 54,725 | 38,010 | | John T. McGinnis | 16,417 | 11,402 | | Michelle S. Nettles | 6,841 | 4,751 | | Richard Buchband | 5,473 | 3,801 |

  93. Restricted Stock Units

    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 to remain with the Company through the vesting date. The RSUs have a three-year cliff vest and include the right to dividend equivalents.

  94. Severance Agreements

    Severance Agreements ManpowerGroup is a party to severance agreements (which include change of control benefits) with all of the NEOs with the exception of Mr. Buchband. These severance agreements are more fully described on pages 60-62. 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 severance 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. As previously disclosed, ManpowerGroup entered into a Transition and Retirement Agreement with Mr. Buchband on December 17, 2024 (the “Transition Agreement”). Under the Transition Agreement, in connection with ManpowerGroup’s reallocation of certain duties and responsibilities among its key executives (which included the elimination of his position), Mr. Buchband agreed to retire from his role as Senior Vice President, General Counsel and Secretary effective as of December 31, 2024 and to remain employed as a special advisor until February 28, 2025. The Committee determined this to be similar to a voluntary termination for good reason under his prior severance agreement. Accordingly, ManpowerGroup entered into the Transition Agreement with Mr. Buchband which superseded the severance agreement that was previously in place between Mr. Buchband and ManpowerGroup but preserved the restrictive covenants (including the non-competition agreement) from the severance agreement. See page 61 for further details regarding Mr. Buchband's Transition Agreement.

  95. Equity Grant and Approval Timing Practices

    Equity Grant and Approval Timing Practices The Committee is responsible for granting equity awards. Annual equity awards are approved and granted at the regularly scheduled Committee meeting held in February of each year. We do not make off-cycle equity grants to our executive officers except in connection with a promotion or in connection with the hiring of a new executive officer. The Committee does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information. Furthermore, the Company does not time the release of material nonpublic information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs or otherwise for the purpose of affecting the value of executive compensation. The Committee approves both RSU and PSU awards for the NEOs. The Committee has delegated authority to the CEO to make annual RSU grants, within certain parameters, to all other employees and to newly hired or newly promoted employees below the executive officer level. Any PSU grants to all other employees are approved by the Committee. We do not grant stock options or stock appreciation rights.

  96. Equity Grant and Approval Timing Practices

    | | 50 | 2025 Proxy Statement |

  97. Equity Grant and Approval Timing Practices

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  98. Tax Implications for NEOs

    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 after-tax amount without regard to such limitation.

  99. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.

  100. Summary Compensation Table

    | NAME & PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION ($)(2) | TOTAL ($) | | Jonas Prising | 2024 | 1,300,000 | — | 10,654,547 | — | 844,244 | — | 140,583 | 12,939,374 | | 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 | | John T. McGinnis | 2024 | 769,153 | — | 3,073,437 | — | 349,700 | — | 79,056 | 4,271,346 | | 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 | | Michelle S. Nettles | 2024 | 600,000 | — | 1,434,233 | — | 207,000 | — | 63,748 | 2,304,981 | | Chief People | 2023 | 600,000 | — | 1,249,970 | — | 160,020 | — | 80,354 | 2,090,344 | | and Culture Officer | 2022 | 566,500 | — | 2,500,012 | — | 385,000 | — | 67,997 | 3,519,509 | | Richard Buchband | 2024 | 556,973 | — | 1,024,503 | — | 173,400 | — | 61,615 | 1,816,491 | | SVP, General | 2023 | 556,973 | — | 1,000,012 | — | 148,545 | — | 85,396 | 1,790,926 | | Counsel and Secretary | 2022 | 540,750 | — | 1,000,026 | — | 352,000 | — | 82,576 | 1,975,352 |

  101. Summary Compensation Table

    (1) The value of stock awards in this table for all years includes the grant date fair value (calculated at the target level) for PSUs and RSUs (including career shares) as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” See page 54 for the breakout in the grant date fair value of PSUs and RSUs. The grant date fair value of the 2024 PSU awards at the outstanding (maximum) level for each executive officer was:

  102. Summary Compensation Table

    | NAME | 2024 ($) | | Jonas Prising | 12,989,082 | | John T. McGinnis | 3,746,814 | | Michelle S. Nettles | 1,748,494 | | Richard Buchband | 1,248,986 |

  103. Summary Compensation Table

    (2) Details about the amounts in the “All Other Compensation” column for fiscal year 2024 are set forth in the table below.

  104. Summary Compensation Table

    | NAME | PERQUISITES & OTHER PERSONAL BENEFITS ($)(A) | COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS ($)(B) | TOTAL OTHER COMPENSATION ($) | | Jonas Prising | 34,635 | 105,948 | 140,583 | | John T. McGinnis | 31,090 | 47,966 | 79,056 | | Michelle S. Nettles | 37,514 | 26,234 | 63,748 | | Richard Buchband | 34,056 | 27,559 | 61,615 |

  105. Summary Compensation Table

    (A) Except as otherwise indicated, these amounts include the value attributable to each executive’s participation in ManpowerGroup’s company car program, the cost of an annual physical, life insurance premiums paid and/or the value of financial services paid for by ManpowerGroup. None of these items individually had a value greater than $25,000. (B) These contributions were made by ManpowerGroup on behalf of the executive officers under the terms of the Nonqualified Savings Plan and the Company’s 401(k) Plan to the extent the NEO has made a “catch-up contribution during the year.”

  106. Summary Compensation Table

    | | 53 | 2025 Proxy Statement |

  107. Summary Compensation Table

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  108. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  109. Grants of Plan-Based Awards in 2024

    | | | 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 | 2/16/2024 | 689,000 | 2,080,000 | 4,160,000 | — | — | — | — | — | — | — | | CEO | 2/16/2024 | — | — | — | 0 | 88,699 | 177,398 | — | — | — | 6,494,541 | | | 2/16/2024 | — | — | — | — | — | — | 59,133 | — | — | 4,160,007 | | John T. McGinnis | 2/16/2024 | 284,587 | 846,068 | 1,692,137 | — | — | — | — | — | — | — | | CFO | 2/16/2024 | — | — | — | 0 | 25,586 | 51,172 | — | — | — | 1,873,407 | | | 2/16/2024 | — | — | — | — | — | — | 17,058 | — | — | 1,200,030 | | Michelle S. Nettles | 2/16/2024 | 168,000 | 510,000 | 1,020,000 | — | — | — | — | — | — | — | | Chief People | 2/16/2024 | — | — | — | 0 | 11,940 | 23,880 | — | — | — | 874,247 | | and Culture Officer | 2/16/2024 | — | — | — | — | — | — | 7,960 | — | — | 559,986 | | Richard Buchband | 2/16/2024 | 139,243 | 417,730 | 835,460 | — | — | — | — | — | — | — | | SVP, General | 2/16/2024 | — | — | — | 0 | 8,529 | 17,058 | — | — | — | 624,493 | | Counsel and Secretary | 2/16/2024 | — | — | — | — | — | — | 5,686 | — | — | 400,010 |

  110. Grants of Plan-Based Awards in 2024

    (1) These amounts represent the threshold, target, and maximum annual cash incentive awards established under the Annual Incentive Plan. (2) These amounts represent the number of PSUs that could be earned related to the PSUs granted in 2024 under the 2011 Equity Incentive Plan. (3) Amounts represent the number of RSUs granted in 2024 under the 2011 Equity Incentive Plan. (4) The grant date fair value of stock awards granted in 2024 that are reported in this column have been computed in accordance with FASB ASC Topic 718.

  111. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  112. Outstanding Equity Awards at December 31, 2024

    | | 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) | | Jonas Prising | 52,078 | — | — | $76.97 | 2/10/2025 | — | — | — | — | | CEO | 76,220 | — | — | $75.07 | 2/16/2026 | — | — | — | — | | | 66,068 | — | — | $96.94 | 2/9/2027 | — | — | — | — | | | 57,216 | — | — | $122.87 | 2/15/2028 | — | — | — | — | | | 104,050 | — | — | $84.43 | 2/15/2029 | — | — | — | — | | | 105,541 | — | — | $92.70 | 2/14/2030 | — | — | — | — | | | 65,704 | 21,901(4) | — | $92.49 | 2/12/2031 | — | — | — | — | | | — | — | — | — | — | 40,870(5) | $2,359,016 | — | — | | | — | — | — | — | — | 51,091(6) | $2,948,973 | — | — | | | — | — | — | — | — | 61,747(7) | $3,564,037 | — | — | | | — | — | — | — | — | 38,010(9) | $2,193,937 | — | — | | | — | — | — | — | — | — | — | 76,637(10) | $4,423,488 | | | — | — | — | — | — | — | — | 92,620(11) | $5,346,026 | | John T. McGinnis | 20,326 | — | — | $75.07 | 2/16/2026 | — | — | — | — | | CFO | 17,983 | — | — | $96.94 | 2/9/2027 | — | — | — | — | | | 15,258 | — | — | $122.87 | 2/15/2028 | — | — | — | — | | | 28,684 | — | — | $84.43 | 2/15/2029 | — | — | — | — | | | 31,663 | — | — | $92.70 | 2/14/2030 | — | — | — | — | | | 19,712 | 6,570(4) | — | $92.49 | 2/12/2031 | — | — | — | — | | | — | — | — | — | — | 12,261(5) | $707,705 | — | — | | | — | — | — | — | — | 14,738(6) | $850,677 | — | — | | | — | — | — | — | — | 25,544(8) | $1,474,400 | — | — | | | — | — | — | — | — | 17,812(7) | $1,028,109 | — | — | | | — | — | — | — | — | 11,402(9) | $658,123 | — | — | | | — | — | — | — | — | — | — | 22,107(10) | $1,276,016 | | | — | — | — | — | — | — | — | 26,717(11) | $1,542,105 | | Michelle S. Nettles | 11,254 | — | — | $83.84 | 8/14/2029 | — | — | — | — | | Chief People | 10,555 | — | — | $92.70 | 2/14/2030 | — | — | — | — | | and Culture Officer | 6,571 | 2,190(4) | — | $92.49 | 2/12/2031 | — | — | — | — | | | — | — | — | — | — | 5,108(5) | $294,834 | — | — | | | — | — | — | — | — | 6,141(6) | $354,459 | — | — | | | — | — | — | — | — | 12,773(8) | $737,258 | — | — | | | — | — | — | — | — | 8,312(7) | $479,769 | — | — | | | — | — | — | — | — | 4,751(9) | $274,228 | — | — | | | — | — | — | — | — | — | — | 9,211(10) | $531,659 | | | — | — | — | — | — | — | — | 12,468(11) | $719,653 |

  113. Outstanding Equity Awards at December 31, 2024

    | | 55 | 2025 Proxy Statement |

  114. Outstanding Equity Awards at December 31, 2024

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  115. Outstanding Equity Awards at December 31, 2024

    | | 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 | 7,114 | — | — | $75.07 | 2/16/2026 | — | — | — | — | | SVP, General | 6,255 | — | — | $96.94 | 2/9/2027 | — | — | — | — | | Counsel and | 5,086 | — | — | $122.87 | 2/15/2028 | — | — | — | — | | Secretary | 8,999 | — | — | $84.43 | 2/15/2029 | — | — | — | — | | | 8,444 | — | — | $92.70 | 2/14/2030 | — | — | — | — | | | 5,257 | 1,752(4) | — | $92.49 | 2/12/2031 | — | — | — | — | | | — | — | — | — | — | 4,087(5) | $235,902 | — | — | | | — | — | — | — | — | 4,912(6) | $283,521 | — | — | | | — | — | — | — | — | 5,937(7) | $342,684 | — | — | | | — | — | — | — | — | 3,801(9) | $219,394 | — | — | | | — | — | — | — | — | — | — | 7,369(10) | $425,339 | | | — | — | — | — | — | — | — | 8,906(11) | $514,054 |

  116. Outstanding Equity Awards at December 31, 2024

    (1) Represents outstanding grants of restricted stock, RSUs, career shares or earned but unvested PSUs. (2) Value based on the closing price of $57.72 on December 31, 2024. (3) Represents outstanding grants of PSUs. (4) The remaining unvested options vested on February 12, 2025. (5) These RSUs vested on February 11, 2025. (6) RSUs scheduled to vest on February 17, 2026. (7) RSUs scheduled to vest on February 16, 2027. (8) Career Shares scheduled to vest on February 11, 2027. (9) These shares represent the actual shares issued upon settlement of PSUs based on performance achieved during the 2022 - 2024 performance period. These shares were earned on February 14, 2025 after the Committee certified the performance achieved as of December 31, 2024. (10) PSUs, reported at the target level, scheduled to vest in February 2026 if the Committee certifies that the performance targets are achieved as of December 31, 2025, subject to the discretionary application of the KPI modifier by the Committee. (11) PSUs, reported at the target level, scheduled to vest in February 2027 if the Committee certifies that the performance targets are achieved as of December 31, 2026, subject to the application of the rTSR modifier.

  117. Outstanding Equity Awards at December 31, 2024

    | | 56 | 2025 Proxy Statement |

  118. Outstanding Equity Awards at December 31, 2024

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  119. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  120. Option Exercises and Stock Vested in 2024

    | | 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 | — | — | 150,252 | 10,631,508 | | John T. McGinnis | | | | | | CFO | — | — | 45,077 | 3,189,552 | | Michelle S. Nettles | | | | | | Chief People and Culture Officer | — | — | 15,028 | 1,085,617 | | Richard Buchband | | | | | | SVP, General Counsel and Secretary | — | — | 12,021 | 868,392 |

  121. Option Exercises and Stock Vested in 2024

    (1) Includes vesting of RSUs and PSUs as follows:

  122. Option Exercises and Stock Vested in 2024

    | NAME | NUMBER OF RSUs | NUMBER OF PSUs | | Jonas Prising | 23,752 | 126,500 | | John T. McGinnis | 7,126 | 37,951 | | Michelle S. Nettles | 2,376 | 12,652 | | Richard Buchband | 1,900 | 10,121 |

  123. Option Exercises and Stock Vested in 2024

    | | 57 | 2025 Proxy Statement |

  124. Option Exercises and Stock Vested in 2024

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  125. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024

  126. Nonqualified Deferred Compensation in 2024

    | NAME & PRINCIPAL POSITION | PLAN | EXECUTIVE CONTRIBUTIONS IN 2024 ($)(1) | REGISTRANT CONTRIBUTIONS IN 2024 ($) | AGGREGATE EARNINGS IN 2024 ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT DECEMBER 31, 2024 ($)(2) | | Jonas Prising | | | | | | | | CEO | NQSP | 122,523 | 105,948 | 381,958 | — | 4,877,834 | | John T. McGinnis | | | | | | | | CFO | NQSP | 64,830 | 47,966 | 123,234 | — | 1,125,944 | | Michelle S. Nettles | | | | | | | | Chief People | | | | | | | | and Culture Officer | NQSP | 55,350 | 26,234 | 55,826 | — | 420,838 | | Richard Buchband | | | | | | | | SVP, General Counsel | | | | | | | | and Secretary | NQSP | 54,671 | 27,559 | 214,407 | — | 1,574,308 |

  127. Nonqualified Deferred Compensation in 2024

    (1) These amounts reflect contributions made by the executive officers from their 2024 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 2023 annual incentive, which was disclosed in the 2023 Summary Compensation Table for all NEOs: Mr. Prising — $43,623; Mr. McGinnis — $17,781; Ms. Nettles — $0; and Mr. Buchband — $8,913. (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 2024 or prior to 2024: Mr. Prising — $2,471,750; Mr. McGinnis — $835,914; Ms. Nettles — $339,959; and Mr. Buchband — $627,955. 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. Nonqualified Savings Plan. Pursuant to the Nonqualified Savings Plan (the “NQSP Plan”), certain executives, including the NEOs, may defer a portion of their salary and incentive awards. Elections must be made by the executive officers before December 31 of the year prior to the year in which it will be earned. Beginning in 2023, the NEOs are permitted to defer up to 100% of their salary and annual incentive under the plan. Prior to 2023, the NEOs were only permitted to defer up to 50% of their salary and 50% of their annual incentive under the plan. Pursuant to the plan, the executive officers, as well as all other plan participants, may receive a matching contribution of 50% of the deferrals they have made during the year, up to a maximum of 6% of their annual compensation. The NQSP Plan permits the Company to provide an Enhanced Matching Contribution (“EMC”) to participants. The EMC can range from 0% to 50% on the employee’s first 6% of deferrals from the prior year. The EMC is in addition to the regular 50% match of a participant’s deferrals made (on the first 6% of employee deferrals). In 2024, ManpowerGroup did not make an EMC match to the NEOs who participated in the plan in 2023. The NQSP Plan also permits the Company to provide a Discretionary Profit-Sharing Contribution ("DPSC") to participants. The DPSC is allocated by the Company, based on the participant's prior year compensation. In 2024, ManpowerGroup made a 0.35% DPSC to the NEOs who participated in the plan in 2023. ManpowerGroup’s contributions to a participant’s account under the NQSP Plan (matching contributions, EMCs, and DPSCs) are not fully vested until a participant has at least three years of credited service with ManpowerGroup, with vesting occurring on a pro-rata basis during those three years. All the NEOs who participate in the plan were fully vested in their matching contributions, EMCs and DPSCs as of December 31, 2024.

  128. Nonqualified Deferred Compensation in 2024

    | | 58 | 2025 Proxy Statement |

  129. Nonqualified Deferred Compensation in 2024

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  130. Nonqualified Deferred Compensation in 2024

    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, 2024.

  131. Nonqualified Deferred Compensation in 2024

    | NAME OF FUND | ANNUAL RETURN | | JP Morgan Chase Bank U.S. Active Core Equity Fund | 24.21% | | Vanguard Total Stock Market Index Fund Institutional Shares | 23.75% | | Hartford Internal Opportunities Fund | 8.50% | | Eaton Vance Atlanta Capital SMID-Cap Fund | 13.70% | | Vanguard Total International Stock Market Index Fund Institutional Shares | 5.18% | | T. Rowe Price Global Growth Stock Fund | 19.09% | | JP Morgan Smart Retirement Blend 2020 | 8.44% | | JP Morgan Smart Retirement Blend 2025 | 9.00% | | JP Morgan Smart Retirement Blend 2030 | 10.47% | | JP Morgan Smart Retirement Blend 2035 | 12.05% | | JP Morgan Smart Retirement Blend 2040 | 13.25% | | JP Morgan Smart Retirement Blend 2045 | 14.18% | | JP Morgan Smart Retirement Blend 2050 | 14.69% | | JP Morgan Smart Retirement Blend 2055 | 14.72% | | JP Morgan Smart Retirement Blend 2060 | 14.69% | | JP Morgan Smart Retirement Blend Income Fund | 8.45% | | Fidelity Short Term Bond | 4.71% | | PGIM Total Return Bond Fund - Class R6 | 3.03% | | Vanguard Total Bond Market Index Fund Institutional Shares | 1.25% | | Vanguard Federal Money Market Fund Investor Shares | 5.23% |

  132. Nonqualified Deferred Compensation in 2024

    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.

  133. Nonqualified Deferred Compensation in 2024

    | | 59 | 2025 Proxy Statement |

  134. Nonqualified Deferred Compensation in 2024

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  135. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of Item 402(u) of Regulation S-K, we have calculated a CEO Pay Ratio for 2024. This ratio is a reasonable estimate, calculated as described below.

  136. Pay versus Performance Table

    Pay versus Performance Table

  137. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table ("SCT") Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table for Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(2) | ManpowerGroup Total Shareholder Return | S&P 1500 Human Resources and Employment Services Total Shareholder Return(3) | Net Income(4) ($000) | Adjusted EBITA Margin Percent(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $12,939,374 | $3,259,683 | $2,794,606 | $937,761 | $70.33 | $143.93 | $145,100 | 2.26% | | 2023 | $12,712,353 | $9,520,807 | $2,693,035 | $2,127,860 | $92.56 | $121.22 | $88,800 | 2.62% | | 2022 | $13,123,985 | $3,873,368 | $4,202,631 | $2,336,378 | $93.08 | $113.87 | $373,800 | 3.51% | | 2021 | $18,787,835 | $30,986,274 | $3,902,692 | $5,936,072 | $105.53 | $152.43 | $382,400 | 3.10% | | 2020 | $11,903,571 | $6,028,110 | $2,400,468 | $1,512,063 | $95.47 | $100.85 | $23,800 | 2.20% |

  138. Pay versus Performance Table

    (1) Compensation for our CEO, Jonas Prising, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-CEOs includes the following NEOs: John McGinnis, Michelle Nettles, and Richard Buchband. (2) Compensation “actually paid” for the CEO and average compensation “actually paid” for our non-CEOs in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the CEO and our other NEOs during the applicable year. For information regarding the decisions made by our people, culture and compensation committee in regard to the CEO’s and our other NEOs’ compensation for fiscal year 2024, see the "Compensation Discussion and Analysis" section of this Proxy Statement. CEO SCT Total to CAP Reconciliation:

  139. Pay versus Performance Table

    | CEO: Mr. Prising | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | $12,939,374 | $12,712,353 | $13,123,985 | $18,787,835 | $11,903,571 | | Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $(10,654,547) | $(10,400,015) | $(10,000,045) | $(14,000,045) | $(10,000,012) | | Add fair value of equity compensation granted and unvested in current year – value at year-end | $6,689,769 | $8,021,263 | $7,316,198 | $25,650,278 | $9,176,116 | | Add dividends accrued on unvested shares/share units | $834,604 | $950,508 | $356,656 | $164,080 | $131,390 | | Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $(5,331,826) | $(2,546,612) | $(4,469,463) | $212,830 | $(3,943,945) | | Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $(1,217,691) | $783,310 | $1,955,816 | $171,296 | $(621,509) | | Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | $— | $— | $(4,409,779) | $— | $(617,501) | | Compensation Actually Paid to CEO | $3,259,683 | $9,520,807 | $3,873,368 | $30,986,274 | $6,028,110 |

  140. Pay versus Performance Table

    | | 69 | 2025 Proxy Statement |

  141. Pay versus Performance Table

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  142. Pay versus Performance Table

    Average Non-CEO SCT Total to CAP Reconciliation:

  143. Pay versus Performance Table

    | Non-CEO NEOs (Average) | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | $2,794,606 | $2,693,035 | $4,202,631 | $3,902,692 | $2,400,468 | | Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $(1,844,058) | $(1,750,006) | $(3,000,006) | $(2,240,139) | $(1,600,079) | | Add fair value of equity compensation granted and unvested in current year – value at year-end | $1,157,848 | $1,349,736 | $2,229,006 | $4,104,263 | $1,468,252 | | Add dividends accrued on unvested shares/share units | $178,729 | $191,332 | $96,802 | $32,353 | $37,362 | | Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $(1,154,522) | $(471,350) | $(728,235) | $48,243 | $(614,567) | | Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $(194,842) | $115,113 | $241,767 | $88,660 | $(104,606) | | Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | $— | $— | $(705,587) | $— | $(74,767) | | Compensation Actually Paid to Non-CEO NEOs | $937,761 | $2,127,860 | $2,336,378 | $5,936,072 | $1,512,063 |

  144. Pay versus Performance Table

    (3) TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the same as for the Shareholder Return Performance Presentation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Historic stock price performance is not necessarily indicative of future stock performance. (4) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. (5) Adjusted EBITA Margin Percent is the financial measure from the tabular list of Company Performance Metrics below which in the Company’s assessment represents the most important financial measure used by the Company to link compensation and performance. Adjusted EBITA Margin Percent as used in this Proxy Statement is a non-GAAP financial measure. Refer to page 47 for further discussion on this measure, and page 33 for a reconciliation of Adjusted EBITA Margin Percent to the most directly comparable GAAP measure.

  145. Pay versus Performance Table

    | | 70 | 2025 Proxy Statement |

  146. Pay versus Performance Table

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |

  147. 1. Election of Directors

    1. Election of Directors Our articles of incorporation provide that our board of directors will consist of three to fifteen members. Following the departure of Patricia Hemingway Hall at the 2025 annual meeting of shareholders, our board of directors will consist of ten 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 governance and sustainability committee considers candidates who are recommended by its members, by other board members, by shareholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. The board of directors will appoint additional directors, in accordance with our articles of incorporation, based upon the recommendation of the governance and sustainability committee and subject to re-election by our shareholders at the next annual meeting of shareholders. The following individuals are being nominated as directors, each for a one-year term expiring at the 2026 annual meeting of shareholders:

  148. 1. Election of Directors

    | NAME | AGE | DIRECTOR SINCE | PRINCIPAL OCCUPATION | | Jean-Philippe Courtois | 64 | 2020 | Former Executive Vice President, National Transformation Partnerships, Microsoft Corporation | | John F. Ferraro | 69 | 2016 | Former Global Chief Operating Officer, Ernst & Young | | William P. Gipson | 67 | 2020 | Former President, Enterprise Packaging Transformation, Procter & Gamble | | Julie M. Howard | 62 | 2016 | Former Chief Executive Officer, Riveron Consulting, LLC. | | | | | F | | Ulice Payne, Jr. | 69 | 2007 | President and Managing Member, Addison-Clifton, LLC | | Muriel Pénicaud | 69 | 2022 | Former Minister of Labor for France | | Jonas Prising | 60 | 2014 | Chair and Chief Executive Officer, ManpowerGroup | | Paul Read | 58 | 2014 | Former President and Chief Operating Officer, Ingram Micro, Inc. | | Elizabeth P. Sartain | 70 | 2010 | Independent Human Resource Advisor and Consultant | | Michael J. Van Handel | 65 | 2017 | Former Senior Executive Vice President, ManpowerGroup |

  149. 1. Election of Directors

    The governance and sustainability committee reviewed the qualifications of the directors listed above who are seeking re-election and recommended to the board of directors that each be elected to serve for an additional one-year term. The board of directors has confirmed the nominations. In accordance with our articles of incorporation and bylaws, a nominee will be elected as a director if the number of votes cast in favor of the election exceeds the number of votes cast against the election of that nominee. Abstentions and 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 governance and sustainability committee. The governance and sustainability 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 governance and sustainability 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.

  150. 1. Election of Directors

    | 1: | 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. |

  151. 1. Election of Directors

    | | 79 | 2025 Proxy Statement |

  152. 1. Election of Directors

    | 1 | BOARD OF DIRECTORS | 2 | GOVERNANCE & SUSTAINABILITY | 3 | EXECUTIVE COMPENSATION | 4 | AUDIT COMMITTEE | 5 | Information About Stock Ownership | 6 | PROPOSALS TO BE VOTED ON | 7 | MEETING INFORMATION |