DEF 14A of ManpowerGroup Inc., Mar 23, 2026

DEF 14A of ManpowerGroup Inc.

Filed Mar 23, 2026 · FY20250001193125-26-119922

Open on EDGAR

  1. By Order of the Board of Directors

    | CEO Pay Ratio | 66 | | Pay versus Performance | 67 | | 4 | | | Audit Committee Matters | | | Audit Committee Report | 71 | | Fees Billed by Deloitte | 73 | | Independent Auditor Services Policy | 73 | | 5 | | | Information About Stock Ownership | | | Security Ownership of Certain Beneficial Owners | 74 | | Beneficial Ownership of Directors and Executive Officers | 75 | | 6 | | | Proposals to be Voted on During the Meeting | | | 1: Election of Directors | 77 | | 2: Ratification of Independent Auditors | 79 | | 3: Advisory Vote on Approval of the Compensation of Named Executive Officers | 80 | | 4: Amendment to the Company’s Amended and Restated Articles of Incorporation to Permit Removal of Directors With or Without Cause | 81 | | 5: Amendment and Restatement of the Equity Incentive Plan of ManpowerGroup Inc. | 82 | | 7 | | | Information About the Meeting | | | Date, Time and Place of Meeting | 94 | | Proxy Materials are Available on the Internet | 94 | | Participating in the Annual Meeting | 94 | | Soliciting Proxies | 95 | | Vote Required and Voting Standards | 96 | | Corporate Governance Documents | 97 | | Submission of Shareholder Proposals | 98 | | Other Voting Information | 98 | | Other Matters | 98 | | Appendix A | A | | Appendix B | B |

  2. Our Board Has a Diversity of Experiences and Backgrounds(1)

    Our Board Has a Diversity of Experiences and Backgrounds(1) Our Board believes that having a diverse mix of directors with a variety of skills, experience, and backgrounds is essential to meeting its oversight responsibility.

  3. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | ii | 2026 PROXY STATEMENT | |

  4. Our Board Has a Diversity of Experiences and Backgrounds(1)

    Our Working to Change the World Plan ManpowerGroup's Sustainability Strategy The three strategic pillars of our Working to Change the World plan are embedded in our business strategy: positive action for the Planet, amplifying impact on People & Prosperity, and leading with strong Principles of Governance. We have ambitious goals that guide our actions and measure our progress. Strong and lasting partnerships enable us to address global issues in sustainable and scalable ways. From skilling workers to preparing the next generation of talent, our most impactful work is scaled when we collaborate with those who share our vision and purpose.

  5. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | | | | Signatory to the United Nations Global Compact since 2006 | Strategic Partner of the World Economic Forum | Founding member of the World Employment Confederation | | | | | | Partner of JA Worldwide for more than two decades | | Member of World Business Council for Sustainable Development |

  6. Our Board Has a Diversity of Experiences and Backgrounds(1)

    We have actively engaged with the United Nations since we signed the UN Global Compact sustainability principles in 2006. In 2015, the UN established 17 Sustainable Development Goals (SDGs). We are committed to promoting all of them, yet we are hyper-focused on those that we can impact the most.

  7. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | | | | | |

  8. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | | | PROXY SUMMARY Our Board Has a Diversity of Experiences and Backgrounds | |

  9. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | 2026 PROXY STATEMENT | iii |

  10. Our Board Has a Diversity of Experiences and Backgrounds(1)

    Planet Delivering on our validated, science-based targets to reduce emissions by 2030 and reach net-zero by 2045 or sooner

  11. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | We are committed to making positive changes and a lasting impact. We encourage our people, partners and clients to join us in this effort. Our focus is to make and sustain measurable, incremental progress towards our goal to deliver an outsized impact over time. Our Climate Action Plan focuses our initiatives and metrics as we create impact at scale. In 2024, we reduced our direct emissions by 9%. We are on track to meet our 2030 goals and achieve our ambition to reach net-zero by 2045 or sooner. | |

  12. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | 2024-25 Planet Highlights |

  13. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | ManpowerGroup was recognized by TIME Magazine as one of the World's Most Sustainable Companies in 2024 and 2025. | | We reduced direct emissions by 9% in 2024, and by 32% since 2019 - driven by an increase in renewable energy and electric vehicles. |

  14. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | ManpowerGroup France's headquarters is BREEAM certified for environmental performance, and its public transit-friendly location has reduced commuting distance by 28%. Today, 68% of France HQ employees commute by public transit, biking or walking. |

  15. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | In 2025, we received a B rating in CDP Climate Change, affirming our commitment to transparent climate disclosure and our path to net zero. | We increased our renewable energy usage by 18% in 2024 and added 100 electric vehicles to our fleet. |

  16. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | | | | PROXY SUMMARY Our Board Has a Diversity of Experiences and Backgrounds |

  17. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | iv | 2026 PROXY STATEMENT | |

  18. Our Board Has a Diversity of Experiences and Backgrounds(1)

    People & Prosperity The Future of Work must be Sustainable, Digital and Inclusive.

  19. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | Our commitment to People & Prosperity is about widening access to opportunity and helping people build the skills that open doors to meaningful, in-demand work for the long term. With our extensive knowledge of skills and breadth of specializations, we are well-positioned to drive progress and help ensure people are not left behind as work becomes more digital and more green. We are clear on the connection between meaningful work and human rights – so more people experience dignity and respect, earn a fair wage, and have a safe, healthy environment in which to build their future. |

  20. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | 2024-25 People & Prosperity Highlights |

  21. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | More than 311,000+ associates have participated in our Manpower MyPath program acquiring soft and technical skills needed to fill in-demand roles. | Named one of Newsweek's America's Most Responsible Companies in 2024, 2025 & 2026. |

  22. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | Expanded Experis Academy to provide 4,500 associates with in-demand roles like Generative AI Developers, AWS & Azure Engineers, and SAP consultants. | | | ManpowerGroup Human Age Institute's comprehensive soft-skills gap analysis provided critical insights for the Junior Achievement EMPASS micro-credentials program for young workers. |

  23. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | | | PROXY SUMMARY Our Board Has a Diversity of Experiences and Backgrounds | |

  24. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | 2026 PROXY STATEMENT | v |

  25. Our Board Has a Diversity of Experiences and Backgrounds(1)

    Principles of Governance Trust, transparency and accountability are foundational

  26. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | We lead with responsibility and transparency – setting ethical benchmarks for our industry and our supply chain, while embracing corporate governance best practices. With operations in 70+ countries and partnerships with hundreds of thousands of organizations, we use our global scale to champion responsible employment and ethical business conduct everywhere we operate. We stay closely connected to our stakeholders, ensuring our actions reflect their expectations and uphold our high standards of corporate governance. | |

  27. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | 2024-25 Principles of Governance Highlights |

  28. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | Recognized as one of the world's most ethical companies for the 16th time by Ethisphere – the only company in our industry to be awarded this accolade for more than a decade. |

  29. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | Talent Solutions named a Leader in Recruitment Process Outsourcing (RPO) for the 15th consecutive year in the Everest Group 2025 PEAK Matrix® Assessment. | | | First in our industry to have our 2030 emission reduction goals validated by the Science Based Targets initiative (SBTi) | | | Earned an EcoVadis gold medal at the global level for 2025. | | |

  30. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | | | | | PROXY SUMMARY Our Board Has a Diversity of Experiences and Backgrounds |

  31. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | vi | 2026 PROXY STATEMENT | |

  32. Our Board Has a Diversity of Experiences and Backgrounds(1)

    | Age: 65 Director Since: 2020 Committees: • Audit 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 2000 to 2005 |

  33. Jean-Philippe Courtois

    Jean-Philippe Courtois

  34. Why this Director is Valuable to ManpowerGroup

    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

  35. Skills

    Skills

  36. 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 |

  37. Skills

    1

  38. Skills

    | | | | BOARD OF DIRECTORS Director Nominee Biographies | |

  39. Skills

    Board of Directors

  40. Director Nominee Biographies

    Director Nominee Biographies

  41. Director Nominee Biographies

    | | 2026 PROXY STATEMENT | 1 |

  42. Director Nominee Biographies

    | Age: 70 Director Since: 2016 Committees: • Audit (Chair) 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 |

  43. John F. Ferraro

    John F. Ferraro

  44. Why this Director is Valuable to ManpowerGroup

    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

  45. Skills

    Skills

  46. 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 |

  47. Skills

    | | | | | BOARD OF DIRECTORS Director Nominee Biographies |

  48. Skills

    | 2 | 2026 PROXY STATEMENT | |

  49. Skills

    | Age: 68 Director Since: 2020 Committees: • People, Culture and Compensation 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 to June 2019, simultaneously served |

  50. Skills

    Skills

  51. 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 |

  52. Skills

    | Age: 63 Director Since: 2016 Committees: • People, Culture and Compensation (Chair) • Governance and Sustainability Public Company Boards • Director of Sleep Number Corporation (since May 2020) • Former Director of InnerWorkings (2012 to 2019) • Former Director of Navigant Consulting (2014 to 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 |

  53. Skills

    | | | | | BOARD OF DIRECTORS Director Nominee Biographies |

  54. Skills

    | 4 | 2026 PROXY STATEMENT | |

  55. Skills

    | Age: 70 Director Since: 2007 Committees: • Audit • Governance and Sustainability Public Company Boards • Director of WEC Energy Group (formerly Wisconsin Energy Corporation) (since 2003) • Former Director of Foot Locker, Inc. (2016 to 2025) • 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 |

  56. Skills

    Ulice Payne, Jr.

  57. Why this Director is Valuable to ManpowerGroup

    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

  58. Skills

    Skills

  59. Skills

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

  60. Skills

    | | | | BOARD OF DIRECTORS Director Nominee Biographies | |

  61. Skills

    | | 2026 PROXY STATEMENT | 5 |

  62. Muriel Pénicaud

    Muriel Pénicaud • 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

  63. Skills

    Skills

  64. Skills

    | | | | | | | | | | International Business | Corporate Governance | Active/Former CEO/Chairperson or other C-Suite Officer | Government Relations | Human Resources | Technology | Accounting or Financial Oversight | Operations |

  65. Skills

    | Age: 70 Director Since: 2022 Committees: • People, Culture, and Compensation 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 • Director of ENGIE Foundation, a non-profit committed to contributing to the United Nations’ Sustainable Development Goals • 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 |

  66. Skills

    | | | | | BOARD OF DIRECTORS Director Nominee Biographies |

  67. Skills

    | 6 | 2026 PROXY STATEMENT | |

  68. Skills

    | Age: 61 Director Since: 2014 Committees: • None 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 |

  69. Jonas Prising

    Jonas Prising

  70. Why this Director is Valuable to ManpowerGroup

    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

  71. Skills

    Skills

  72. 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 |

  73. Skills

    | | | | BOARD OF DIRECTORS Director Nominee Biographies | |

  74. Skills

    | | 2026 PROXY STATEMENT | 7 |

  75. Skills

    | Age: 59 Director Since: 2014 Committees: • Audit 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 |

  76. Paul Read

    Paul Read

  77. Why this Director is Valuable to ManpowerGroup

    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

  78. Skills

    Skills

  79. 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 |

  80. Skills

    | | | | | BOARD OF DIRECTORS Director Nominee Biographies |

  81. Skills

    | 8 | 2026 PROXY STATEMENT | |

  82. Elizabeth P. Sartain

    Elizabeth P. Sartain • 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

  83. Skills

    Skills

  84. Skills

    | | | | | | | Previous Board | International Business | Corporate Governance | Active/Former CEO/Chairperson or other C-Suite Officer | Human Resources |

  85. Skills

    | Age: 71 Director Since: 2010 Committees: • People, Culture and Compensation 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 • Former Director of AARP; Former 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 |

  86. Skills

    | | | | BOARD OF DIRECTORS Director Nominee Biographies | |

  87. Skills

    | | 2026 PROXY STATEMENT | 9 |

  88. Skills

    | Age: 66 Director Since: 2017 Committees: • Governance and Sustainability (Chair) 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 |

  89. Director Tenure and Board Refreshment

    | | | | | BOARD OF DIRECTORS Director Compensation for 2025 |

  90. Director Compensation for 2025

    Director Compensation for 2025 The governance and sustainability committee reviews and makes recommendations to the full board with respect to the compensation of our non-employee directors annually. The full board of directors reviews these recommendations and makes a final determination. From time to time, the governance and sustainability committee will engage an outside compensation consultant to benchmark the Company’s non-employee director compensation against the same companies as used to benchmark executive compensation and the general market. The governance and sustainability committee engaged Mercer in 2025 to review our non-employee director compensation program. No changes were made for 2025 to the compensation program as described below:

  91. 2025 Non-Employee Director Compensation Structure

    2025 Non-Employee Director Compensation Structure

  92. 2025 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 |

  93. Distribution of Deferred Stock

    | | | | BOARD OF DIRECTORS Director Compensation for 2025 | |

  94. Director Compensation for 2025

    Director Compensation for 2025

  95. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Jean-Philippe Courtois | 120,000 | 191,158 | 311,158 | | John F. Ferraro | 150,000 | 203,063 | 353,063 | | William P. Gipson | — | 323,104 | 323,104 | | Patricia Hemingway Hall(1) | 40,549 | 60,895 | 101,444 | | Julie M. Howard | — | 391,874 | 391,874 | | Ulice Payne, Jr. | 120,000 | 193,440 | 313,440 | | Muriel Pénicaud | 120,000 | 191,158 | 311,158 | | Paul Read | 120,000 | 182,281 | 302,281 | | Elizabeth P. Sartain | 120,000 | 180,000 | 300,000 | | Michael J. Van Handel | 145,000 | 191,158 | 336,158 |

  96. Director Compensation for 2025

    (1) Ms. Hemingway Hall retired from the board of directors effective May 2, 2025 and received a pro-rata annual retainer and grant of restricted 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 (3,119 shares) and $11,158 attributable to deferred stock issued in lieu of dividends (269 shares) in 2025. For Mr. Ferraro, $180,000 attributable to the annual grant of restricted stock (3,119 shares) and $23,063 attributable to deferred stock issued in lieu of dividends (556 shares) in 2025. For Mr. Gipson, $180,000 attributable to the annual grant of deferred stock (3,119 shares), $120,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (1,722 shares) and $23,104 attributable to deferred stock issued in lieu of dividends (557 shares) in 2025. For Ms. Howard, $180,000 attributable to the annual grant of deferred stock (3,119 shares), $171,597 attributable to deferred stock granted in lieu of 100% of her annual retainers (2,463 shares) and $40,277 attributable to deferred stock issued in lieu of dividends (971 shares) in 2025. For Mr. Payne, $180,000 attributable to the annual grant of deferred stock (3,119 shares) and $13,440 attributable to deferred stock issued in lieu of dividends (324 shares) in 2025. For Ms. Pénicaud, $180,000 attributable to the annual grant of deferred stock (3,119 shares) and $11,158 attributable to deferred stock issued in lieu of dividends (269 shares) in 2025. For Mr. Read, $180,000 attributable to the annual grant of restricted stock (3,119 shares) and $2,281 attributable to deferred stock issued in lieu of dividends (55 shares) in 2025. For Ms. Sartain, $180,000 attributable to the annual grant of restricted stock (3,119 shares) in 2025. For Mr. Van Handel, $180,000 attributable to the annual grant of deferred stock (3,119 shares) and $11,158 attributable to deferred stock issued in lieu of dividends (269 shares) in 2025. 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 75. All such shares of deferred stock were fully vested as of December 31, 2025. All shares of restricted stock granted to the non-employee directors in 2025 were fully vested as of December 31, 2025.

  97. Director Compensation for 2025

    | | 2026 PROXY STATEMENT | 17 |

  98. Director Compensation for 2025

    | | | | | BOARD OF DIRECTORS Non-Employee Director Stock Ownership Guidelines |

  99. Compensation Discussion and Analysis

    | Background | 31 | | Executive Summary | 31 | | 2025 Results | 31 | | ManpowerGroup Compensation Principles | 32 | | Key Changes | 33 | | Short-Term and Long-Term Performance Compensation for 2025 | 33 | | Calculation of Financial Metrics | 35 | | CEO Compensation was Below Target, Aligned with Company Performance | 36 | | Key Compensation Practices | 37 | | Say on Pay Vote | 38 | | Shareholder Engagement | 38 | | Compensation Elements | 39 | | Target Total Compensation | 41 | | Market Positioning: 2025 Target Compensation in the Competitive Marketplace | 42 | | How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group | 42 | | The 2025 Peer Group | 42 | | Additional Data Sources | 42 | | Assessing Individual Factors | 42 | | The Committee’s Decision-Making Process | 43 | | Components of the 2025 Executive Compensation Program — Base Salary | 43 | | Components of the 2025 Executive Compensation Program — Annual Cash Incentives | 43 | | How Revenue and EBITA are Calculated | 44 | | Why the Company used Revenue and EBITA in 2025 | 44 |

  100. Compensation Discussion and Analysis

    | The 2025 Revenue and EBITA Goals | 44 | | Annual Incentive Award Opportunities | 45 | | 2025 Strategic KPIs and Annual Incentive Award Payouts | 45 | | Jonas Prising | 45 | | Rebecca Frankiewicz | 45 | | John T. McGinnis | 47 | | Michelle S. Nettles | 47 | | Components of the 2025 Executive Compensation Program — Long-Term Incentives | 48 | | Performance Share Units | 48 | | How the Company Sets EBITA Margin Percent Goals | 49 | | Shares Earned under the 2023 PSU Grant (2023-2025 Performance Period) | 49 | | Restricted Stock Units | 50 | | Career Shares, Retirement and Deferred Compensation Plans | 50 | | Other Benefits | 50 | | Severance Agreements | 50 | | Compensation Changes for 2026 | 51 | | Governance Features of Our Executive Compensation Programs | 51 | | We Have Stock Ownership Guidelines for Executive Officers | 51 | | We Have a Clawback Policy | 51 | | Our Insider Trading Policy Prohibits Hedging, Pledging and Short-Sale Transactions | 52 | | Equity Grant and Approval Timing Practices | 52 | | Material Tax Implications of the Executive Compensation Program | 52 |

  101. Key Change to Annual Incentive Awards for 2025

    Key Change to Annual Incentive Awards for 2025 The Committee is guided by the ManpowerGroup Compensation Principles described below, including its commitment to being market competitive in executive compensation and aligning pay with performance. For 2025, the Committee streamlined the structure of the annual incentive awards for NEOs to reduce complexity, enhance emphasis on key metrics that drive our strategic priorities, and align to market. See page 43 for further discussion.

  102. Short-Term and Long-Term Performance Compensation for 2025

    Short-Term and Long-Term Performance Compensation for 2025

  103. Annual Incentive Compensation for 2025

    Annual Incentive Compensation for 2025 The Committee set key financial performance metrics in mid-February 2025, as summarized below. • Revenue and EBITA focus our executives on top-line growth and bottom-line profitability. • For 2025, Revenue was $17.5 billion, which fell between the threshold and target levels. As a result, payouts against the Revenue metric were below target levels. • For 2025, EBITA was $285.1 million, which fell below threshold level. As a result, there was no payout for the EBITA metric. The Committee set KPIs for executives based on individual Strategic KPIs. While these varied for each of the NEOS, the payouts ranged between at target or above target for each of the NEOs. The performance measures, goals, weightings and results for 2025 annual incentive awards are shown below:

  104. Annual Incentive Plan Metrics

    Annual Incentive Plan Metrics (2025)

  105. Annual Incentive Plan Metrics

    | Performance under the financial targets in the Annual Incentive Plan was below threshold for EBITA and between the threshold and target levels for Revenue. Performance for each of the NEOs ranged between at target or above target for the individual Strategic KPIs. The resulting AIP payouts range from 47% to 72% of target for each of the NEOs. |

  106. Annual Incentive Plan Metrics

    | | 2026 PROXY STATEMENT | 33 |

  107. Annual Incentive Plan Metrics

    | | | | | Executive Compensation Compensation Discussion and Analysis |

  108. Long-Term Incentive Compensation for 2025

    Long-Term Incentive Compensation for 2025 Grants for 2025-2027 performance period. The Committee has continued its long practice of utilizing PSUs to be the predominant component of compensation for our NEOs for 2025. We use EBITA Margin Percent, averaged over a three-year performance period, as the key performance metric for PSU grants. EBITA Margin Percent aligns with how the Company and its largest competitors measure performance as it measures operating efficiency without the impact of amortization. In addition, EBITA Margin Percent focuses executive officers on the long-term profitability of the Company. Awards are subject to a relative Total Shareholder Return ("rTSR") that can increase or decrease the final PSU payout by 25% based on the Company's total shareholder return relative to a peer group of 15 companies over the three-year performance period. Amounts earned for 2023-2025 performance period. We used EBITA Margin Percent over a three-year period as the key performance metric. As was the case for grants made prior to 2024, the PSU awards were subject to a KPI modifier that could increase or decrease the final PSU payout by up to 30%, as determined by the Committee, based on pre-established strategic KPIs. The performance measures, goals, weightings and results for the PSUs for the 2023-2025 performance period are shown below:

  109. PSU Performance Metric - EBITA Margin Percent

    PSU Performance Metric - EBITA Margin Percent

  110. 2023 Annual PSU Grant (2023-2025 performance cycle)

    2023 Annual PSU Grant (2023-2025 performance cycle)

  111. 2023 Annual PSU Grant (2023-2025 performance cycle)

    | The average EBITA Margin Percent for the 2023-2025 performance cycle was 2.25%. The Committee elected not to apply the KPI modifier to the shares earned under the 2023 PSU Grant. This resulted in a payout percent of 45% of target. |

  112. 2023 Annual PSU Grant (2023-2025 performance cycle)

    | 34 | 2026 PROXY STATEMENT | |

  113. 2023 Annual PSU Grant (2023-2025 performance cycle)

    | | | | Executive Compensation Compensation Discussion and Analysis | |

  114. Calculation of ANNUAL AND LONG-TERM Financial Metrics

    Calculation of ANNUAL AND LONG-TERM Financial Metrics One of our principles is that NEO compensation should reward for the underlying performance of our business. As is our practice, the Committee, in adopting financial targets at the beginning of the 2025 performance year, determined that certain items should be excluded from our performance metrics. • Constant Currency. We eliminate the impact of changes in exchange rates for Revenue and EBITA. This allows us to better capture year-over-year changes in underlying performance. • Restructuring Costs. We exclude gross restructuring costs from our EBITA calculation, and we exclude restructuring from our EBITA Margin Percent calculations, net of the savings related to these costs. This allows us to better reflect the Company’s performance for the year. • Goodwill Impairment. We exclude goodwill impairment charges from our EBITA and EBITA Margin Percent calculations, which is included in our 'As Reported' column. This, too, better reflects the Company’s performance for the year. • Other Non-Recurring Adjustments. We exclude from Revenue, EBITA and EBITA Margin Percent any non-recurring accrual adjustments including tax or regulatory law changes, acquisitions or dispositions, changes in accounting principles, and other non-recurring adjustments greater than $10 million. As explained above, excluding these costs better reflects the Company’s performance during the year. The following table shows the impact of each of these items on our performance metrics for 2025:

  115. Calculation of ANNUAL AND LONG-TERM Financial Metrics

    | | As Reported | Impact of Constant Currency | Impact of Share Repurchases | Restructuring Costs | Other Non-Recurring Adjustments(1) | As Calculated Under Compensation Plans | | Revenue (in billions) | $18.0 | $(0.5) | n/a | n/a | — | $17.5 | | EBITA (in millions) | $270.1 | $(12.5) | n/a | $24.8 | $2.7 | $285.1 | | EBITA Margin | 1.50% | n/a | n/a | 0.36% | 0.02% | 1.88% |

  116. Calculation of ANNUAL AND LONG-TERM Financial Metrics

    EBITA and EBITA Margin excludes the Austria, South Africa, and New Caledonia loss on sales. The impact resulted in an increase to EBITA and EBITA Margin of $2.7 and 0.02%, respectively.

  117. Calculation of ANNUAL AND LONG-TERM Financial Metrics

    | | 2026 PROXY STATEMENT | 35 |

  118. Calculation of ANNUAL AND LONG-TERM Financial Metrics

    | | | | | Executive Compensation Compensation Discussion and Analysis |

  119. CEO Compensation was Below Target, Aligned with Company Performance

    CEO Compensation was Below Target, Aligned with Company Performance We remain committed to performance-based compensation. Approximately 60% of Mr. Prising’s 2025 target compensation was tied to Company performance and 90% of his total pay was variable. The discussion below highlights each component of Mr. Prising’s compensation in 2025. Base Salary: The Committee determined to keep Mr. Prising's base salary for 2025 at $1,300,000. Annual Cash Incentive: Payout was Approximately 47% of Target. The EBITA and Revenue financial metrics set by the Committee for the 2025 annual incentive were below the threshold level, and Revenue was between the threshold and target levels, as shown below. In light of this, and the Committee’s assessment of Mr. Prising’s achievement of his individual Strategic KPIs as CEO, his annual cash incentive payout was approximately 47% of target.

  120. CEO Compensation was Below Target, Aligned with Company Performance

    | | 2025 Actual Payout $ | % Compared to Target | | EBITA Goal | — | 0.0% | | Revenue Goal | 551,909 | 76.0% | | Strategic KPIs | 416,000 | 100.0% | | Total | 967,909 | 46.5% |

  121. CEO Compensation was Below Target, Aligned with Company Performance

    Long-Term Equity Awards. In 2025, Mr. Prising received two types of long-term equity grants as part of his regular compensation: • Approximately 60% comprised an annual grant of PSUs that will vest over three years based on EBITA Margin Percent goals. Approximately 40% were restricted stock units (“RSUs”) that cliff vest in full after three years.

  122. Key Compensation Practices

    | • Tie executive pay to performance and subject incentives to clawback. • Set challenging performance objectives that align with company performance. • Balance short-term and long-term incentives. • Include caps on the potential payouts under the PSU grants and our annual incentive program. • Use double triggers in our severance agreements and our equity awards. • Maintain significant stock ownership guidelines. • Retain an independent compensation consultant. • Establish appropriate compensation peer groups which the Committee re-evaluates annually. • Reach out to leading shareholders and their advisory firms to discuss our executive compensation. | • No tax gross up payments for any amounts considered excess parachute payments. • No dividend equivalents on equity awards prior to vesting. • No repricing of outstanding stock options. The Company has not granted stock options since 2021. • No hedging or pledging of ManpowerGroup stock. • No excessive perquisites or tax gross up payments. |

  123. Compensation Elements

    | | Base Salary | Annual Incentive award | Long-term Incentive award | | | Percent of Target Compensation | CEO Other NEOs (Average) | CEO Other NEOs (Average) | CEO | Other NEOs (Average) | | | | | 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 2025: • EBITA (45%) • Revenue (35%) • Individual Strategic KPIs (20%) | 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 2025, 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 43 | Page 43 | Page 48 | Page 50 |

  124. 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 50 | | Nonqualified Savings Plan (“NQSP”) | Used to provide NEOs with reasonably competitive benefits to those in the competitive market. NEOs are eligible to participate after the first year of employment. | Page 50 | | Career Shares | Used selectively by the Committee as an incentive in the form of long-dated RSUs, typically with a five-year 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 50 | | Other Benefits | The Committee confers limited additional benefits to NEOs. These include financial planning reimbursement, broad-based automobile benefits, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by market practice. | Page 50 |

  125. 2025 NEO Target Compensation

    | | Base Salary | Annual Incentive | Performance Share Units | Restricted Stock Units | Total 2025 Target Comp | % Total 2025 Target Comp | % Total 2025 Target Comp Performance- | | NEO | | | | | | Variable(1) | Based (2) | | Jonas Prising | 1,300,000 | 2,080,000 | 6,733,605 | 4,160,014 | 14,273,619 | 91% | 62% | | Rebecca Frankiewicz | 750,000 | 750,000 | 1,294,968 | 799,986 | 3,594,954 | 79% | 57% | | John T. McGinnis | 808,000 | 888,800 | 1,942,392 | 1,199,979 | 4,839,171 | 83% | 59% | | Michelle S. Nettles | 650,000 | 650,000 | 1,035,962 | 640,011 | 2,975,973 | 78% | 57% |

  126. 2025 NEO Target Compensation

    | (1) Includes annual incentive, PSUs and RSUs. (2) Includes annual incentive and PSUs. The Committee also considers how much incentive compensation is short-term in nature, and how much is long-term, with the intention that a significant portion of incentive compensation be based on the long-term performance of the Company. This reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term success of the Company. |

  127. Market Positioning: 2025 Target Compensation in the Competitive Marketplace

    Market Positioning: 2025 Target Compensation in the Competitive Marketplace

  128. 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 $5.5 billion in 2025 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.

  129. How we Determine the Competitive Market: The 2025 Peer Group

    How we Determine the Competitive Market: The 2025 Peer Group For 2025, Mercer continued to use the same peer group that was used in 2024. Peers were identified based on 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. The resulting group of 21 companies aligns with these priorities on a composite basis.

  130. How we Determine the Competitive Market: The 2025 Peer Group

    | 2025 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. | |

  131. 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, CFO and President & Chief Strategy Officer positions were only compared to companies within the peer group for 2025. 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 2025.

  132. 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, 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, President, 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, and for Ms. Frankiewicz following her appointment as President and Chief Strategy Officer.

  133. Components of the 2025 Executive Compensation Program — Base Salary

    Components of the 2025 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. In connection with the assumption of additional duties by each of Mr. McGinnis and Ms. Nettles, the Committee approved increases to their base salary for 2025. For Mr. McGinnis, his salary increased from $769,153 to $808,000. For Ms. Nettles, her salary increased from $600,000 to $650,000. In connection with her change in roles and to align with the market, Ms. Frankiewicz’s base salary was increased to $750,000.

  134. Components of the 2025 Executive Compensation Program — Annual Cash Incentives

    Components of the 2025 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. For 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 drive our 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 consisted of two financial metrics, Revenue and EBITA, and the third metric continued to be the use of individual Strategic KPIs for each NEO. Additionally, the weighting of the Strategic KPIs was reduced to 20% from 30%, with the remaining 80% 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 was to further incentivize top-line growth in support of the Company's strategy. In addition, for the five months prior to her promotion, Ms. Frankiewicz financial metrics were based on North American Region financial performance with respect to Operating Unit Profit ("OUP"), Day Sales Outstanding ("DSO"), and Revenue Growth.

  135. Components of the 2025 Executive Compensation Program — Annual Cash Incentives

    | | 2026 PROXY STATEMENT | 43 |

  136. Components of the 2025 Executive Compensation Program — Annual Cash Incentives

    | | | | | Executive Compensation Compensation Discussion and Analysis |

  137. The 2025 Revenue and EBITA Goals

    The 2025 Revenue and EBITA Goals For 2025, the Committee set threshold, target and outstanding goals for Revenue that were based on its view of appropriate Revenue growth. Similarly, the Committee set threshold, target and outstanding goals for EBITA. The Committee believed the threshold levels 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 2025. 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 2025 where the Committee assumed continued deterioration in global economic conditions during 2025. The following table shows the EBITA and Revenue goals established by the Committee for 2025:

  138. The 2025 Revenue and EBITA Goals

    | Metric | Threshold | Target | Outstanding | | Payout As A % of Target | All NEOs: 33% | All NEOs: 100% | All NEOs: 200% | | EBITA (in millions) (weighted 45%) | $336.8 | $443.2 | $531.8 | | Revenue (in billions) (weighted 35%) | $16.9 | $17.8 | $18.7 |

  139. Annual Incentive Award Opportunities

    Annual Incentive Award Opportunities The following table shows the total 2025 annual incentive award opportunities by NEO shown as a percentage of base salary. As previously disclosed, Ms. Nettles’ target opportunity was increased from 85% to 100% of her base salary in connection with her assumption of additional duties. Ms. Frankiewicz's target opportunity did not change in 2025 in connection with her promotion. Executives can earn approximately 33% of target at threshold levels of performance and 200% of target at outstanding levels of performance.

  140. 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% | | Rebecca Frankiewicz | 33.0% | 100.0% | 200.0% | | John T. McGinnis | 37.0% | 110.0% | 220.0% | | Michelle S. Nettles | 33.0% | 100.0% | 200.0% |

  141. 2025 Strategic KPIs and Annual Incentive Award Payouts

    2025 Strategic KPIs and Annual Incentive Award Payouts

  142. Jonas Prising

    Jonas Prising The Strategic KPIs comprise 20% of the total annual incentive for Mr. Prising and were as follows for 2025: • Progress diversification with increased focused on changing the portfolio mix of the brands to increase GP margins and overall revenues. • Progress digitalization by transforming how the business works through optimizing resources and delivering efficiencies to reinvest in B2B2C initiatives that improve quality of services and offerings to clients. • Strengthen leadership and succession, particularly amongst NEOs, to ensure the organization is positioned to win in the market in the near to mid-term and the sustainable future. The Committee determined that Mr. Prising did not earn a cash incentive award for 2025 for the EBITA performance goals but he did earn an award for the Revenue performance goal between the threshold and target levels. Finally, the Committee determined that he achieved his Strategic KPIs at target. Based on these results, the Committee determined the amount of the 2025 award to be paid to Mr. Prising to be $967,909. The following table illustrates Mr. Prising’s 2025 achievement of the performance targets in relation to the payment of his 2025 award:

  143. Rebecca Frankiewicz

    (1) North America OUP excludes the impact of currency exchange rates, which was $0.3 million, and restructuring amounts net of savings, which was ($1 million). (2) North America Revenue Growth excludes the impact of currency exchange rates, which was $5.6 million. Ms. Frankiewicz’s cash incentive was determined based on her role as ManpowerGroup’s Regional President for North America and Chief Commercial Officer for the first five months of 2025 based on goals set for the North American Region’s performance and the remainder of the year on the Company’s EBITA and Revenue goals. The Committee determined that Ms. Frankiewicz earned an award for North American Region performance between target and outstanding for DSO, between threshold and target for Revenue Growth and she did not earn an award for OUP. The Committee determined she did not earn a cash incentive award for the EBITA performance goals after her promotion but she did earn an award for the Revenue performance goal between the threshold and target levels. Finally, the Committee determined that she achieved her Strategic KPIs above target. Based on these results, the Committee determined the amount of the 2025 award to be paid to Ms. Frankiewicz to be $539,200. The following table illustrates Ms. Frankiewicz 2025 achievement of the performance targets in relation to the payment of her 2025 award:

  144. Rebecca Frankiewicz

    | | Performance Level | Percentage of 2025 Salary | Amount Earned | | First five months: | | | | | North America, OUP | Below Threshold | 0.0% | $— | | North America, DSO | Above Target | 9.2% | $69,100 | | North America, Revenue Growth | Below Target | 13.6% | $100,300 | | Last seven months: | | | | | EBITA Goal | Below Threshold | 0.0% | $— | | Revenue Goal | Below Target | 15.3% | $114,800 | | Strategic KPIs | Above Target | 34.0% | $255,000 | | Total Incentive | | 72.1% | $539,200 |

  145. John T. McGinnis

    John T. McGinnis The Strategic KPIs comprise 20% of the total annual incentive for Mr. McGinnis and were as follows for 2025: • Continue to progress the technology and transformation roadmaps across the global organization. • Develop a robust and diverse talent pipeline within the global finance function. • Progress our Global Procurement function and related opportunities to reduce structural costs. The Committee determined that Mr. McGinnis did not earn a cash incentive award for 2025 for the EBITA performance goals but he did earn an award for the Revenue performance goal between the threshold and target levels. Finally, the Committee determined that he achieved his Strategic KPIs slightly above target. Based on these results, the Committee determined the amount of the 2025 award to be paid to Mr. McGinnis to be $441,400. The following table illustrates Mr. McGinnis's 2025 achievement of the performance targets in relation to the payment of his 2025 award:

  146. Michelle S. Nettles

    Michelle S. Nettles The Strategic KPIs comprise 20% of the total annual incentive for Ms. Nettles and were as follows for 2025: • Progress the Company’s talent strategy by ensuring diverse skills to progress operational strategies. • Progress change management efforts to accelerate digitization strategy and transformation initiatives. • Advance organizational design and organizational effectiveness to enable agility and improve productivity. The Committee determined that Ms. Nettles did not earn a cash incentive award for 2025 for EBITA performance goals but did earn an award for the Revenue performance goal between the threshold and target levels. Finally, the Committee determined that she achieved her Strategic KPIs slightly above target. Based on these results, the Committee determined the amount of the 2025 award to be paid to Ms. Nettles to be $315,400. The following table illustrates Ms. Nettles' 2025 achievement of the performance targets in relation to the payment of her 2025 award:

  147. Components of the 2025 Executive Compensation Program — Long-Term Incentives

    Components of the 2025 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 2025 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, Mr. McGinnis and, following her appointment as President and Chief Strategy Officer, Ms. Frankiewicz. The equity awards and related vesting schedules for Mr. McGinnis and Ms. Nettles and, prior to her appointment as Chief Strategy Officer, Ms. Frankiewicz 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 2025 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 56.

  148. Performance Share Units

    Performance Share Units For the performance share units (PSUs) granted in 2025, vesting is based on achievement of a pre-established goal for average annual EBITA Margin Percent, over a three-year period ending December 31, 2027. 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. The PSUs include a modifier based on relative Total Shareholder Return ("rTSR") whereby 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 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.

  149. Performance Share Units

    | 48 | 2026 PROXY STATEMENT | |

  150. Performance Share Units

    | | | | Executive Compensation Compensation Discussion and Analysis | |

  151. Performance Share Units

    | 2025 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. |

  152. How the Company Sets EBITA Margin Percent Goals

    | | Threshold | Target | Outstanding | | EBITA Margin | 1.00% | 3.00% | 3.50% | | Payout Percentage | 0.0% | 100.0% | 200.0% |

  153. Shares Earned under the 2023 PSU Grant (2023-2025 Performance Period)

    Shares Earned under the 2023 PSU Grant (2023-2025 Performance Period) Based on the Company's average EBITA Margin Percent for the 3-year performance period of 2023-2025 of 2.80%, the Committee determined the 2023 PSU awards vested at 45% of the target level. The EBITA gate for these awards was not met but there was no impact because, the PSUs vested below the target level. The 2023 PSU grant also included the KPI modifier, however, the Committee elected not to apply the KPI modifier to the shares earned under the 2023 PSU Grant. These shares were vested and were settled in common stock in February 2026, after the Committee determined the achievement of the performance goals. The 2023 PSU grants to Mr. Prising, Mr. McGinnis, and Ms. Nettles 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 shares earned under the 2023 PSU grant for each of the NEOs, including dividend equivalents, is as follows:

  154. Shares Earned under the 2023 PSU Grant (2023-2025 Performance Period)

    | | 2026 PROXY STATEMENT | 49 |

  155. Shares Earned under the 2023 PSU Grant (2023-2025 Performance Period)

    | | | | | Executive Compensation Compensation Discussion and Analysis |

  156. Shares Earned under the 2023 PSU Grant (2023-2025 Performance Period)

    | NEO | PSUs Granted at Target(#) | PSUs Earned(#) | | Jonas Prising | 70,748 | 35,495 | | Rebecca Frankiewicz(1) | 4,535 | 2,032 | | John T. McGinnis | 20,408 | 10,248 | | Michelle S. Nettles | 8,503 | 4,270 |

  157. Shares Earned under the 2023 PSU Grant (2023-2025 Performance Period)

    (1) Ms. Frankwiewicz 2023 award was granted in a prior role.

  158. Restricted Stock Units

    Restricted Stock Units The Committee uses RSUs to align the interests of the RSUs 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 granted to our NEOs in 2025 have a three year-cliff and include the right to dividend equivalents.

  159. Career Shares

    Career Shares 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.

  160. Severance Agreements

    Severance Agreements ManpowerGroup is a party to severance agreements (which include change of control benefits) with all of the NEOs. These severance agreements are more fully described on pages 61-63. The Committee believes that severance and change of control

  161. Severance Agreements

    | 50 | 2026 PROXY STATEMENT | |

  162. Severance Agreements

    | | | | Executive Compensation Compensation Discussion and Analysis | |

  163. Severance Agreements

    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.

  164. 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.

  165. 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.

  166. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.

  167. 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 | 2025 | 1,300,000 | — | 10,893,619 | — | 967,909 | — | 106,937 | 13,268,466 | | CEO | 2024 | 1,300,000 | — | 10,654,547 | — | 844,244 | — | 140,583 | 12,939,374 | | | 2023 | 1,300,000 | — | 10,400,015 | — | 727,047 | — | 285,291 | 12,712,353 | | Rebecca Frankiewicz | 2025 | 750,000 | — | 2,094,953 | — | 539,200 | — | 48,098 | 3,432,252 | | President and Chief Strategy Officer | | | | | | | | | | | John T. McGinnis | 2025 | 808,000 | — | 3,142,370 | — | 441,400 | — | 81,625 | 4,473,395 | | CFO | 2024 | 769,153 | — | 3,073,437 | — | 349,700 | — | 79,056 | 4,271,346 | | | 2023 | 769,153 | — | 3,000,035 | — | 296,354 | — | 132,293 | 4,197,835 | | Michelle S. Nettles | 2025 | 650,000 | — | 1,675,973 | — | 315,400 | — | 55,174 | 2,696,547 | | Chief People | 2024 | 600,000 | — | 1,434,233 | — | 207,000 | — | 63,748 | 2,304,981 | | and Legal Officer | 2023 | 600,000 | | 1,249,970 | — | 160,020 | — | 80,354 | 2,090,344 |

  168. 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 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” See page 56 for the breakout in the grant date fair value of PSUs and RSUs. The grant date fair value of the 2025 PSU awards at the outstanding (maximum) level for each executive officer was:

  169. Summary Compensation Table

    | Name | 2025 ($) | | Jonas Prising | 13,467,210 | | Rebecca Frankiewicz | 2,589,935 | | John T. McGinnis | 3,884,784 | | Michelle S. Nettles | 2,071,924 |

  170. Summary Compensation Table

    (2) Details about the amounts in the “All Other Compensation” column for fiscal year 2025 are set forth in the table below.

  171. Summary Compensation Table

    | Name | Perquisites & Other Personal Benefits ($)(A) | Company Contributions to Defined Contribution Plans ($)(B) | Total Other Compensation ($) | | Jonas Prising | 35,758 | 71,180 | 106,937 | | Rebecca Frankiewicz | 19,510 | 28,588 | 48,098 | | John T. McGinnis | 31,090 | 50,535 | 81,625 | | Michelle S. Nettles | 28,531 | 26,643 | 55,174 |

  172. 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. 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.

  173. Summary Compensation Table

    | | 2026 PROXY STATEMENT | 55 |

  174. Summary Compensation Table

    | | | | | Executive Compensation Compensation Tables |

  175. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  176. Grants of Plan-Based Awards in 2025

    | | | 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 | 2/14/2025 | 689,000 | 2,080,000 | 4,160,000 | — | — | — | — | — | — | — | | CEO | 2/14/2025 | — | — | — | 0 | 112,961 | 225,922 | — | — | — | 6,733,605 | | | 2/14/2025 | — | — | — | — | — | — | 75,308 | — | — | 4,160,014 | | Rebecca Frankiewicz | 2/14/2025 | 247,500 | 750,000 | 1,500,000 | — | — | — | — | — | — | — | | President and | 2/14/2025 | — | — | — | 0 | 21,724 | 43,448 | — | — | — | 1,294,968 | | Chief Strategy Officer | 2/14/2025 | — | — | — | — | — | — | 14,482 | — | — | 799,986 | | John T. McGinnis | 2/14/2025 | 298,960 | 888,800 | 1,777,600 | — | — | — | — | — | — | — | | CFO | 2/14/2025 | — | — | — | 0 | 32,585 | 65,170 | — | — | — | 1,942,392 | | | 2/14/2025 | — | — | — | — | — | — | 21,723 | — | — | 1,199,979 | | Michelle S. Nettles | 2/14/2025 | 214,500 | 650,000 | 1,300,000 | — | — | — | — | — | — | — | | Chief People | 2/14/2025 | — | — | — | 0 | 17,379 | 34,758 | — | — | — | 1,035,962 | | and Legal Officer | 2/14/2025 | — | — | — | — | — | — | 11,586 | — | — | 640,011 |

  177. Grants of Plan-Based Awards in 2025

    (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 2025 under the 2011 Equity Incentive Plan. (3) Amounts represent the number of RSUs granted in 2025 under the 2011 Equity Incentive Plan. (4) The grant date fair value of stock awards granted in 2025 that are reported in this column have been computed in accordance with FASB ASC Topic 718.

  178. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025

  179. Outstanding Equity Awards at December 31, 2025

    | | 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 | 76,220 | — | — | $75.07 | 2/16/2026 | — | — | — | — | | CEO | 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 | — | — | — | — | | | 87,605 | — | — | $92.49 | 2/12/2031 | — | — | — | — | | | — | — | — | — | — | 52,865(4) | $1,571,676 | — | — | | | — | — | — | — | — | 63,891(5) | $1,899,479 | — | — | | | — | — | — | — | — | 77,923(6) | $2,316,651 | — | — | | | — | — | — | — | — | 79,298(8) | $2,357,530 | — | — | | | — | — | — | — | — | — | — | 92,620(9) | $2,753,593 | | | — | — | — | — | — | — | — | 112,961(10) | $3,358,331 | | Rebecca | — | — | — | — | — | 4,535(4) | $134,826 | — | — | | Frankiewicz | — | — | — | — | — | 11,370(5) | $338,030 | — | — | | President and | — | — | — | — | — | 14,985(6) | $445,504 | — | — | | Chief Strategy Officer | — | — | — | — | — | 4,535(8) | $134,826 | 17,060(9) | $507,194 | | | — | — | — | — | — | — | — | 21,724(10) | $645,855 | | 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 | — | — | — | — | | | 26,282 | — | — | $92.49 | 2/12/2031 | — | — | — | — | | | — | — | — | — | — | 15,250(4) | $453,383 | — | — | | | — | — | — | — | — | 18,430(5) | $547,924 | — | — | | | — | — | — | — | — | 26,431(7) | $785,794 | — | — | | | — | — | — | — | — | 22,477(6) | $668,241 | — | — | | | — | — | — | — | — | 22,875(8) | $680,074 | — | — | | | — | — | — | — | — | — | — | 26,717(9) | $794,296 | | | — | — | — | — | — | — | — | 32,585(10) | $968,752 | | Michelle S. | 11,254 | — | — | $83.84 | 8/14/2029 | — | — | — | — | | Nettles | 10,555 | — | — | $92.70 | 2/14/2030 | — | — | — | — | | Chief People | 8,761 | — | — | $92.49 | 2/12/2031 | — | — | — | — | | and Legal | — | — | — | — | — | 6,354(4) | $188,904 | — | — | | Officer | — | — | — | — | — | 8,601(5) | $255,708 | — | — | | | — | — | — | — | — | 13,216(7) | $392,912 | — | — | | | — | — | — | — | — | 11,988(6) | $356,403 | — | — | | | — | — | — | — | — | 9,531(8) | $283,357 | — | — | | | — | — | — | — | — | — | — | 12,468(9) | $370,674 | | | — | — | — | — | — | — | — | 17,379(10) | $516,678 |

  180. Outstanding Equity Awards at December 31, 2025

    (1) Represents outstanding grants of restricted stock, RSUs, career shares or earned but unvested PSUs. (2) Value based on the closing price of $29.73 on December 31, 2025. (3) Represents outstanding grants of PSUs. (4) These RSUs vested on February 17, 2026. (5) RSUs scheduled to vest on February 16, 2027. (6) RSUs scheduled to vest on February 14, 2028. (7) Career Shares scheduled to vest on February 11, 2027. (8) These shares represent the actual shares issued upon settlement of PSUs based on performance achieved during the 2023 - 2025 performance period. These shares were earned on February 17, 2026 after the Committee certified the performance achieved as of December 31, 2025. (9) 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 discretionary application of the KPI modifier by the Committee. The current expected payout is below target. PSUs, reported at the target level, scheduled to vest in February 2028 if the Committee certifies that the performance targets are achieved as of December 31, 2027, subject to the application of the rTSR modifier. The current expected payout is below target.

  181. Outstanding Equity Awards at December 31, 2025

    | | 2026 PROXY STATEMENT | 57 |

  182. Outstanding Equity Awards at December 31, 2025

    | | | | | Executive Compensation Compensation Tables |

  183. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  184. Option Exercises and Stock Vested in 2025

    | | 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 | — | — | 78,880 | 4,375,723 | | Rebecca Frankiewicz | | | | | | President and Chief Strategy Officer | — | — | 20,611 | 1,138,889 | | John T. McGinnis | | | | | | CFO | — | — | 23,663 | 1,312,662 | | Michelle S. Nettles | | | | | | Chief People and Legal Officer | — | — | 9,859 | 546,672 |

  185. Option Exercises and Stock Vested in 2025

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

  186. Option Exercises and Stock Vested in 2025

    | Name | Number Of RSUs | Number of PSUs | | Jonas Prising | 40,870 | 38,010 | | Rebecca Frankiewicz | 18,915 | 1,696 | | John T. McGinnis | 12,261 | 11,402 | | Michelle S. Nettles | 5,108 | 4,751 |

  187. Option Exercises and Stock Vested in 2025

    | 58 | 2026 PROXY STATEMENT | |

  188. Option Exercises and Stock Vested in 2025

    | | | | Executive Compensation Compensation Tables | |

  189. Nonqualified Deferred Compensation in 2025

    Nonqualified Deferred Compensation in 2025

  190. Nonqualified Deferred Compensation in 2025

    | Name & Principal Position | Plan | Executive Contributions in 2025 ($)(1) | Registrant Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($)(2) | | Jonas Prising | | | | | | | | CEO | NQSP | 50,000 | 71,180 | 659,095 | — | 5,658,109 | | Rebecca Frankiewicz | | | | | | | | President and | | | | | | | | Chief Strategy Officer | NQSP | 137,700 | 28,588 | 157,156 | — | 1,237,815 | | John T. McGinnis | | | | | | | | CFO | NQSP | 69,914 | 50,535 | 189,124 | — | 1,435,517 | | Michelle S. Nettles | | | | | | | | Chief People | | | | | | | | and Legal Officer | NQSP | 59,642 | 26,643 | 65,756 | — | 572,879 |

  191. Nonqualified Deferred Compensation in 2025

    (1) These amounts reflect contributions made by the executive officers from their 2025 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 2024 annual incentive, which was disclosed in the 2024 Summary Compensation Table for the applicable NEOs: Mr. Prising — $18,208; Mr. McGinnis — $20,982. (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 2025 or prior to 2025: Mr. Prising — $2,592,930; Mr. McGinnis — $1,002,202; Ms. Nettles — $460,408; and Ms. Frankiewicz — $86,285. 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 2025, ManpowerGroup did not make an EMC match to the NEOs who participated in the plan in 2024. 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 2025, ManpowerGroup made a 0.36% DPSC to the NEOs who participated in the plan in 2024. 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, 2025.

  192. Nonqualified Deferred Compensation in 2025

    | | 2026 PROXY STATEMENT | 59 |

  193. Nonqualified Deferred Compensation in 2025

    | | | | | Executive Compensation Compensation Tables |

  194. Nonqualified Deferred Compensation in 2025

    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, 2025.

  195. Nonqualified Deferred Compensation in 2025

    | Name of Fund | Annual Return | | JP Morgan U.S. Equity Fund R6 | 14.74% | | Vanguard Total Stock Market Index Fund Institutional Plus Shares | 17.15% | | Hartford Internal Opportunities Fund R6 | 30.32% | | Eaton Vance Atlanta Capital SMID-Cap R6 Fund | (5.58)% | | Vanguard Total International Stock Market Index Fund Institutional Shares | 32.23% | | JP Morgan Smart Retirement Blend 2025 | 13.55% | | JP Morgan Smart Retirement Blend 2030 | 15.63% | | JP Morgan Smart Retirement Blend 2035 | 17.39% | | JP Morgan Smart Retirement Blend 2040 | 18.77% | | JP Morgan Smart Retirement Blend 2045 | 19.70% | | JP Morgan Smart Retirement Blend 2050 | 20.41% | | JP Morgan Smart Retirement Blend 2055 | 20.37% | | JP Morgan Smart Retirement Blend 2060 | 20.45% | | JP Morgan Smart Retirement Blend 2065 | 20.04% | | JP Morgan Smart Retirement Blend Income Fund | 13.19% | | Fidelity Short Term Bond | 5.47% | | PGIM Total Return Bond Fund - Class R6 | 7.79% | | Vanguard Total Bond Market Index Fund Institutional Shares | 7.17% | | Vanguard Federal Money Market Fund Investor Shares | 4.22% |

  196. Nonqualified Deferred Compensation in 2025

    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.

  197. Nonqualified Deferred Compensation in 2025

    | 60 | 2026 PROXY STATEMENT | |

  198. Nonqualified Deferred Compensation in 2025

    | | | | Executive Compensation Compensation Tables | |

  199. Compensation Policies and Practices as They Relate to Risk Management

    | | | | | Executive Compensation CEO Pay Ratio |

  200. 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 2025. This ratio is a reasonable estimate, calculated as described below.

  201. Calculation Excluding Associates

    | | | | Executive Compensation Pay versus Performance | |

  202. Pay versus Performance

    Pay versus Performance The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other named executive officers ("NEOs"), both as reported in the Summary Compensation Table ("SCT") and with certain adjustments to reflect the “compensation actually paid” ("CAP") to such individuals, as defined under SEC rules, for each of 2025, 2024, 2023, 2022 and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Adjusted EBITA Margin Percent over such years in accordance with SEC rules.

  203. Pay versus Performance Table

    Pay versus Performance Table

  204. 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) | | 2025 | $13,268,466 | $1,189,338 | $3,534,065 | $826,300 | $39.60 | $121.68 | $(13,300) | 1.88% | | 2024 | $12,939,374 | $3,259,683 | $2,794,606 | $937,761 | $73.67 | $142.72 | $145,100 | 2.26% | | 2023 | $12,712,353 | $9,520,807 | $2,693,035 | $2,127,860 | $96.96 | $120.20 | $88,800 | 2.62% | | 2022 | $13,123,985 | $3,873,368 | $4,202,631 | $2,336,378 | $97.50 | $112.90 | $373,800 | 3.51% | | 2021 | $18,787,835 | $30,986,274 | $3,902,692 | $5,936,072 | $110.54 | $151.14 | $382,400 | 3.10% |

  205. 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 for 2025: Rebecca Frankiewicz, John T. McGinnis, and Michelle S. Nettles. For 2024, 2023, 2022 and 2021, average compensation for non-CEOs includes the following NEOs: John T. McGinnis, Michelle S. Nettles, and Richard Buchband. (2) Compensation “actually paid” for the CEO and average compensation “actually paid” for our non-CEOs in each of 2025, 2024, 2023, 2022 and 2021 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 2025, see the "Compensation Discussion and Analysis" section of this Proxy Statement. CEO SCT Total to CAP Reconciliation:

  206. Pay versus Performance Table

    | CEO: Mr. Prising | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported in SCT | $13,268,466 | $12,939,374 | $12,712,353 | $13,123,985 | $18,787,835 | | Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $(10,893,619) | $(10,654,547) | $(10,400,015) | $(10,000,045) | $(14,000,045) | | Add fair value of equity compensation granted and unvested in current year – value at year-end | $4,589,738 | $6,689,769 | $8,021,263 | $7,316,198 | $25,650,278 | | Add dividends accrued on unvested shares/share units | $486,364 | $834,604 | $950,508 | $356,656 | $164,080 | | 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 | $(6,124,833) | $(5,331,826) | $(2,546,612) | $(4,469,463) | $212,830 | | 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 | $(136,778) | $(1,217,691) | $783,310 | $1,955,816 | $171,296 | | 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) | $— | | Compensation Actually Paid to CEO | $1,189,338 | $3,259,683 | $9,520,807 | $3,873,368 | $30,986,274 |

  207. Pay versus Performance Table

    | | 2026 PROXY STATEMENT | 67 |

  208. Pay versus Performance Table

    | | | | | Executive Compensation Pay versus Performance |

  209. Pay versus Performance Table

    Average Non-CEO SCT Total to CAP Reconciliation:

  210. Pay versus Performance Table

    | Non-CEO NEOs (Average) | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported in SCT | $3,534,065 | $2,794,606 | $2,693,035 | $4,202,631 | $3,902,692 | | Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $(2,304,432) | $(1,844,058) | $(1,750,006) | $(3,000,006) | $(2,240,139) | | Add fair value of equity compensation granted and unvested in current year – value at year-end | $970,908 | $1,157,848 | $1,349,736 | $2,229,006 | $4,104,263 | | Add dividends accrued on unvested shares/share units | $112,926 | $178,729 | $191,332 | $96,802 | $32,353 | | 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 | $(1,468,932) | $(1,154,522) | $(471,350) | $(728,235) | $48,243 | | 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 | $(18,235) | $(194,842) | $115,113 | $241,767 | $88,660 | | 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) | $— | | Compensation Actually Paid to Non-CEO NEOs | $826,300 | $937,761 | $2,127,860 | $2,336,378 | $5,936,072 |

  211. Pay versus Performance Table

    (3) TSR is cumulative (assuming $100 was invested on December 31, 2020) for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, 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, 2025. 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, 2025, 2024, 2023, 2022 and 2021. (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 pages 49 and 50 for further discussion on this measure and how it is calculated.

  212. Relationship between CAP and Company Performance

    | | | | Executive Compensation Pay versus Performance | |

  213. CAP vs. Net Income

    | | | | | Executive Compensation Pay versus Performance |

  214. 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. Our board of directors currently consists 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 2027 annual meeting of shareholders:

  215. 1. Election of Directors

    | Name | Age | Director Since | Principal Occupation | | Jean-Philippe Courtois | 65 | 2020 | Former Executive Vice President, National Transformation Partnerships, Microsoft Corporation | | John F. Ferraro | 70 | 2016 | Former Global Chief Operating Officer, Ernst & Young | | William P. Gipson | 68 | 2020 | Former President, Enterprise Packaging Transformation, Procter & Gamble | | Julie M. Howard | 63 | 2016 | Former Chief Executive Officer, Riveron Consulting, LLC. | | Ulice Payne, Jr. | 70 | 2007 | President and Managing Member, Addison-Clifton, LLC | | Muriel Pénicaud | 70 | 2022 | Former Minister of Labor for France | | Jonas Prising | 61 | 2014 | Chair and Chief Executive Officer, ManpowerGroup | | Paul Read | 59 | 2014 | Former President and Chief Operating Officer, Ingram Micro, Inc. | | Elizabeth P. Sartain | 71 | 2010 | Independent Human Resource Advisor and Consultant | | Michael J. Van Handel | 66 | 2017 | Former Senior Executive Vice President, ManpowerGroup |

  216. 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.

  217. 1. Election of Directors

    | | 2026 PROXY STATEMENT | 77 |

  218. 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. |

  219. 1. Election of Directors

    | | | | | Proposals to be Voted on During the Meeting 1. Election of Directors |

  220. 1. Election of Directors

    In accordance with our articles of incorporation and bylaws, a nominee will be elected as a director if the number of votes cast in favor of the election exceeds the number of votes cast against the election of that nominee. Abstentions and broker non-votes will not be counted as votes cast. If the number of votes cast in favor of the election of a director is less than the number of votes cast against the election of the director, the director is required to tender his or her resignation from the board of directors to the 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.

  221. 1. Election of Directors

    | 78 | 2026 PROXY STATEMENT | |

  222. 1. Election of Directors

    | 2: | The board of directors recommends you vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2026, and your proxy will be so voted unless you specify otherwise. |

  223. 1. Election of Directors

    6

  224. 1. Election of Directors

    | | | | Proposals to be Voted on During the Meeting 2. Ratification of Independent Auditors | |