Date

Friday

May 5, 2023

Time

9:00 a.m. CDT

Virtual Meeting

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

Record Date

The close of business

February 24, 2023

By Internet:

Prior to the 2023 Annual Meeting, vote your shares online at
www.envisionreports.com/MAN

During the 2023 Annual Meeting, vote your shares online at www.meetnow.global/MYXC6R4

By Phone:

1-800-652-VOTE (8683)

within the USA, US

territories and Canada

By Mail:

Complete, sign and

return proxy card in the postage-paid

envelope provided

By QR Code:

Scan this QR code

24/7 to vote with

your mobile device

PROPOSAL

DESCRIPTION

BOARD VOTE

RECOMMENDATION

1

To elect twelve individuals nominated by the Board of Directors of ManpowerGroup to serve until 2024 as directors;

2

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

3

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

4

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

5

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

Proxy
Summary

1

Composition and Qualifications of Board Members

8

Board Diversity and Tenure

9

Director Compensation for 2022

11

Non-Employee Director Stock Ownership Guidelines

13

2

Board Oversight

15

Independent Compensation Consultant

17

Board Independence and Related Party Transactions

19

Communicating With Our Board

19

Meetings and Committees of the Board

20

Board Effectiveness and Evaluation

23

3

Report of the People, Culture and Compensation Committee of the Board of Directors

48

People, Culture and Compensation Committee Interlocks and Insider Participation

48

Compensation Tables

49

Summary Compensation Table

49

Grants of Plan-Based Awards in 2022

50

Compensation Agreements and Arrangements

51

Grants Under the 2011 Equity Incentive Plan

51

Outstanding Equity Awards at December 31, 2022

52

Option Exercises and Stock Vested in 2022

54

Nonqualified Deferred Compensation in 2022

55

Termination of Employment and Change of Control Arrangements

57

Post-Termination and Change of Control Benefits

60

Compensation Policies and Practices as They Relate to Risk Management

64

CEO Pay Ratio

65

Pay versus Performance

66

4

Audit

Committee

Matters

Fees Billed by Deloitte & Touche

72

Independent Auditor Services Policy

72

5

Beneficial Ownership of Directors and Executive Officers

74

6

2: Ratification of Independent Auditors

78

3: Advisory Vote on Approval of the Compensation of Named Executive Officers

79

81

7

Proxy Materials are Available on the Internet

82

Participating in the Annual Meeting

82

Soliciting Proxies

83

Vote Required and Voting Standards

83

Corporate Governance Documents

85

Submission of Shareholder Proposals

86

Other Voting Information

86

Other Matters

86

•  Audit

•  People, Culture and Compensation

•  Audit

•  People, Culture and Compensation

•  Audit

•  Governance and Sustainability (CHAIR)

•  People, Culture and Compensation

•  Governance and Sustainability

•  Audit

•  Governance and Sustainability

•  People, Culture and Compensation(1)

Jonas Prising

Chief Executive Officer

•  None

•  Audit (CHAIR)

•  People, Culture and Compensation (CHAIR)

•  Governance and Sustainability

Ms. Pénicaud’s committee appointment was effective in February 2023.

Jean-Philippe Courtois

Joined the board 2020

Age 62

Committees: Audit

Career Highlights

•  Executive Vice President, National Transformation Partnerships, at Microsoft, a global technology provider, since July 2021

•  Executive Vice President, President Global Sales, Marketing and Operations at Microsoft from 2016 to July 2021

•  President, Microsoft International from 2005 to 2016

•  CEO, Microsoft EMEA from 2003 to 2005

•  Former Director of AstraZeneca plc (2008 to 2016)

Qualifications

•  Significant managerial, strategic and marketing expertise in international business

•  Extensive experience in the technology industry developed over his more than three decades career with Microsoft, including global enterprise sales

•  Global operational expertise and branding insight from multiple senior leadership roles

•  Brings an important perspective from his prior service as a director on another public company board

William Downe

Lead Director 2017-2023

Joined the board 2011

Age 70

Committees: People, Culture and Compensation

Career Highlights

•  Non-Executive Chairman of Trans Mountain Corporation, an oil pipeline operator, since November 2018

•  Chief Executive Officer of BMO Financial Group (“BMO”), a highly diversified financial services provider based in North America, from 2007 to 2017

•  Chief Operating Officer of BMO from 2006 to 2007

•  Deputy Chair of BMO and Chief Executive Officer, BMO Nesbitt Burns and Head of Investment Banking Group from 2001 to 2006

•  Director of Loblaw Companies Limited (since 2018)

•  Former Director of BMO (2007 to 2017)

Qualifications

•  Deep knowledge of the financial services industry and investment community based on his long tenure at BMO

•  Benefits the board through the significant managerial, operational and global experience he gained during his career at BMO and serving on its Board

•  Extensive expertise in compliance and risk oversight leading a company in a regulated industry

•  Provides a unique perspective to the boardroom as a long-serving CEO and board member

John F. Ferraro

Joined the board 2016

Age 67

Committees: Audit

Career Highlights

•  Global Chief Operating Officer of Ernst & Young (“EY”), a global professional services organization, from 2007 to 2015

•  Held several senior leadership positions at EY, including Global Vice Chair Audit

•  Served as a member of EY’s Global Executive board for more than 10 years

•  Executive Vice President, Strategy and Sales of Aquilon Energy Services, a software and services company for the energy industry, from February 2019 to July 2019

•  Director of Advance Auto Parts (since 2015)

•  Director of International Flavor and Fragrances, Inc. (since 2015)

Qualifications

•  Significant depth in both finance and global operations management through his experience at EY

•  Background includes many years as a manager and executive in the professional services industry

•  Experience in accounting, financial oversight, compliance and risk management

•  Brings an important perspective from his service as a director on other public company boards

William P. Gipson

Joined the board 2020

Age 65

Committees: People, Culture and Compensation

Career Highlights

•  President, Enterprise Packaging Transformation of Procter & Gamble (“P&G”), a leading global provider of branded consumer packaged goods, from 2017 to June 2019

•  Senior Vice President, Research & Development for Asia at P&G from 2015 to 2017

•  Senior Vice President, Research & Development for the Global Hair Care/Color & Overall Beauty Sector at P&G from 2011 to 2015

•  Senior Vice President, Corporate Chief Diversity Officer for P&G from 2011- June 2019, simultaneously served

•  A director of Rockwell Automation, Inc. (since November 2020)

Qualifications

•  Significant international, managerial and operational experience from his tenure as President, Enterprise Packaging and Transformation of P&G

•  Experience with research and business development at a leading international company, including multiple international postings

•  Brings a unique perspective to the board from his tenure as Chief Diversity Officer for Procter & Gamble

Patricia Hemingway Hall

Joined the board 2011

Age 70

Committees: Audit; Governance and Sustainability (Chair)

Career Highlights

•  President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), a mutual health insurer, from 2008 to 2015

•  President and Chief Operating Officer of HCSC from 2007 to 2008

•  Executive Vice President of Internal Operations of HCSC from 2006 to 2007

•  Director of Cardinal Health (since 2013)

•  Former Director of Halliburton (2019-2022)

•  Former Director of Celgene Corporation (2018-2019)

Qualifications

•  Significant managerial, operational, sales, marketing and government relations experience as a result of the various senior positions she held during her tenure with HCSC, including as its Chief Executive Officer

•  Strong background in corporate governance and corporate administration

•  Brings an important perspective gained from her service as a director on other public company boards

Julie M. Howard

Incoming Lead Director effective May 2023

Joined the board 2016

Age 60

Committees: People, Culture and Compensation; Governance and Sustainability

Career Highlights

•  Chief Executive Officer of Riveron Consulting, LLC (“Riveron”), a business advisory firm specializing in accounting, finance, technology, and operations, since March 2021

•  Chief Executive Officer of Navigant Consulting, Inc. (“Navigant”), a specialized global professional services firm, from 2012 to October 2019

•  Chairman of the Board of Navigant from 2014 to October 2019

•  Prior thereto, Ms. Howard held several leadership positions at Navigant including Chief Operating Officer

•  Director of Sleep Number Corporation (since May 2020)

•  Former Director of InnerWorkings, Inc. (2012-2019)

Qualifications

•  Deep knowledge in the global professional services industry

•  Significant managerial, transactional and operational experience

•  Experience with technology and innovation, including with private enterprises and public-sector clients

•  Brings an important perspective from her service as a director of other public company boards

Ulice Payne, Jr.

Joined the board 2007

Age 67

Committees: Audit;
Governance and Sustainability

Career Highlights

•  President and Managing Member of Addison-Clifton, LLC, a provider of global trade compliance advisory services, since 2004

•  Chief Executive Officer of the Milwaukee Brewers Baseball Club from 2002 to 2003

•  Partner with the law firm Foley & Lardner LLP from 1998 to 2002

•  Director of WEC Energy Group, Inc. (formerly Wisconsin Energy Corporation) (since 2003)

•  Director of Foot Locker, Inc. (since 2016)

•  Former Trustee of The Northwestern Mutual Life Insurance Company (2005-2018)

Qualifications

•  Significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton, LLC

•  Deep understanding of global business trends and international business

•  Brings an important perspective from his service as a director of other public company boards

Muriel Pénicaud

Joined the board 2022

Age 67

Committees: People, Culture, and Compensation

Career Highlights

•  Senior Advisor to Bain Capital, a private investment firm, since February 2023

•  Ambassador, Permanent Representative of France to the OECD, from 2020 to March 2022

•  Minister of Labor, Republic of France, from 2017 to July 2020

•  French Ambassador for International Investment and CEO of Business France, the national agency supporting the international development of the French economy, from 2014 to 2017

•  Senior Executive Vice-President, Human Resources at Danone Group and a member of its Executive Committee from 2008 to 2014.

•  Senior Executive Vice President, Human Resources, Organization and Sustainable Development at Dassault Systems from 2002 to 2008

Qualifications

•  Extensive and significant experience in government relations and human resources as a result of the senior positions she has held, including her tenure as the French Minister of Labor

•  Experience in international business and human capital management

Jonas Prising

Joined the board 2014

Age 58

Committees: None

Career Highlights

•  Chief Executive Officer of ManpowerGroup since 2014

•  Chairman of ManpowerGroup since 2015

•  ManpowerGroup President from 2012 to 2014

•  Executive Vice President, President of ManpowerGroup - The Americas from 2009 to 2012

•  Executive Vice President, President of ManpowerGroup - United States and Canadian Operations from 2006 to 2008

•  Prior thereto, held other positions with increasing responsibility at ManpowerGroup since 1999

•  Director of Kohl’s Corporation (since 2015)

Qualifications

•  Extensive and specific knowledge of ManpowerGroup and its operations, including playing a significant role in shaping the Company’s long-term business strategy

•  Brings a deep understanding of our industry and the competitive environment

•  Provides a global perspective and strong knowledge of the relevant marketplaces in Europe and Asia, as well as the Americas

Paul Read

Joined the board 2014

Age 56

Committees: Audit (Chair)

Career Highlights

•  President and Chief Operating Officer of Ingram Micro, Inc., a technology distributor and supply-chain services provider, from 2013 to 2016

•  Chief Financial Officer of Flextronics International, Ltd., an electronics manufacturing services provider, from 2008 to 2013

Qualifications

•  Significant managerial, operational and global experience as a result of many senior positions he has held, including his tenure as President and Chief Operating Officer of Ingram Micro, Inc.

•  Extensive background in finance and accounting matters

•  Extensive information security and technology industry knowledge

Elizabeth P. Sartain

Joined the board 2010

Age 68

Committees: People, Culture and Compensation (Chair)

Career Highlights

•  Independent Human Resource Advisor and Consultant since 2008

•  Executive Vice President and Chief People Officer at Yahoo! Inc. from 2001 to 2008

•  An executive with Southwest Airlines serving in various positions from 1988 to 2001

•  Former Director of Shutterfly Inc. (2016 to 2019)

Qualifications

•  Experience in executive compensation, organizational design and human capital management

•  Significant human resources experience as a result of senior management positions she held at several prominent companies

•  Brings an important perspective gained from her service as a director on other public company boards

Michael J. Van Handel

Joined the board 2017

Age 63

Committees: Governance and Sustainability

Career Highlights

•  Senior Executive Vice President of ManpowerGroup from 2016 to 2017

•  Chief Financial Officer of ManpowerGroup from 1998 to 2016

•  Several other senior finance and accounting positions within ManpowerGroup since 1989

•  Director of BMO Financial Corporation, a subsidiary of BMO Financial Group (since 2006)

•  Director of ICF International (since 2017)

Qualifications

•  Deep knowledge of ManpowerGroup developed over many years of experience at the Company, including nearly two decades as CFO

•  Significant managerial, operational, transactional and financial markets experience relevant to our business

•  Brings an important perspective gained from his service as a director on other public company boards

SKILLS, ATTRIBUTES & EXPERIENCE

Previous Board - Experience serving as a director of another public company

International Business - Experience in diverse geographic, political and regulatory environments

Corporate Governance - Supports our goals of strong Board and management accountability

Active or Former CEO/Chairperson or other C-Suite Officer - Served in a senior leadership role at a large organization

Sales - Experience developing strategies to grow sales and market share

Government Relations - Understanding of government regulations affecting our business

Human Resources - Experience building knowledge, skills and abilities of employees

Marketing and Branding - Experience in a senior management position managing marketing/ branding

Technology - Experience with technology, cybersecurity, information systems/data management or privacy

Accounting or Financial Oversight - Experience to provide valuable insight in overseeing finances

Operations - Experience with our business, strategy and marketplace dynamics

TENURE AND INDEPENDENCE

Years

Independent

DEMOGRAPHICS

Gender Identity

Asian

Black/African American

Hispanic/Latinx

White

Born Outside U.S.

2022 NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE

Annual Base Retainer (TOTAL)

Cash

Equity

Annual Governance and Sustainability Committee Chair Retainer

Annual People, Culture and Compensation Committee Chair Retainer

Annual Audit Committee Chair Retainer

Annual Retainer for lead director

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

NAME

FEES EARNED OR
PAID IN CASH

($)

STOCK AWARDS

($)(3)

Gina R. Boswell(1)

Jean-Philippe Courtois

William Downe

John F. Ferraro

William P. Gipson

Patricia Hemingway Hall

Julie M. Howard

Ulice Payne, Jr.

Muriel Pénicaud(2)

Paul Read

Elizabeth P. Sartain

Michael J. Van Handel

Ms. Boswell resigned from the board of directors effective December 31, 2022.

Ms. Pénicaud was elected to the Board effective December 12, 2022 and received a pro-rata annual retainer and grant of deferred stock.

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 Ms. Boswell, $175,000 attributable to the annual grant of restricted stock (1,798 shares) in 2022.

For Mr. Courtois, $175,000 attributable to the annual grant of deferred stock (1,798 shares) and $10,502 attributable to deferred stock issued in lieu of dividends (132 shares) in 2022.

For Mr. Downe, $175,000 attributable to the annual grant of restricted stock (1,798 shares), $150,000 attributable to deferred stock granted in lieu of 100% of his annual retainers (1,885 shares) and $79,480 attributable to deferred stock issued in lieu of dividends (999 shares) in 2022.

For Mr. Ferraro, $175,000 attributable to the annual grant of deferred stock (1,798 shares) and $46,940 attributable to deferred stock issued in lieu of dividends (590 shares) in 2022.

For Mr. Gipson, $175,000 attributable to the annual grant of deferred stock (1,798 shares), $115,000 attributable to deferred stock granted in lieu of 100% of his annual retainer (1,445 shares) and $13,446 attributable to deferred stock issued in lieu of dividends (169 shares) in 2022.

For Ms. Hemingway Hall, $175,000 attributable to the annual grant of deferred stock (1,798 shares) and $17,503 attributable to deferred stock issued in lieu of dividends (220 shares) in 2022.

For Ms. Howard, $175,000 attributable to the annual grant of deferred stock (1,798 shares), $115,000 attributable to deferred stock granted in lieu of 100% of her annual retainer (1,445 shares) and $34,768 attributable to deferred stock issued in lieu of dividends (437 shares) in 2022.

For Mr. Payne, $175,000 attributable to the annual grant of deferred stock (1,798 shares) and $19,254 attributable to deferred stock issued in lieu of dividends (242 shares) in 2022.

For Ms. Pénicaud, $9,589 attributable to the prorated annual grant of deferred stock (112 shares) in 2022.

For Mr. Read, $175,000 attributable to the annual grant of restricted stock (1,798 shares) and $14,400 attributable to deferred stock issued in lieu of dividends (181 shares) in 2022.

For Ms. Sartain, $175,000 attributable to the annual grant of restricted stock (1,798 shares) in 2022.

For Mr. Van Handel, $175,000 attributable to the annual grant of deferred stock (1,798 shares) and $15,435 attributable to deferred stock issued in lieu of dividends (194 shares) in 2022.

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 74. All such shares of deferred stock were fully vested as of December 31, 2022. All shares of restricted stock granted to the non-employee directors in 2022 were fully vested as of December 31, 2022.

DIRECTOR

TARGET
NUMBER OF SHARES

(#)(1)

Jean-Philippe Courtois

William Downe

John F. Ferraro

William P. Gipson

Patricia Hemingway Hall

Julie M. Howard

Ulice Payne, Jr.

Muriel Pénicaud

Paul Read

Elizabeth P. Sartain

Michael J. Van Handel

Target shares are based on target value divided by the closing stock price on December 31, 2014 of $68.17 for non-employee directors in office as of January 1, 2015. For non-employee directors appointed between January 1, 2015 and November 12, 2021 target shares are based on target value ($450,000) divided by the closing price of the Company’s common stock on the last business day of the month during which the director was first appointed to the Board of Directors. For non-employee directors appointed after November 12, 2021 the share ownership guideline is five times the annual cash retainer in effect when the director joined the board of directors divided by the closing price of the Company’s common stock on the day the director joined.

Represents the number of shares held as of the record date, February 24, 2023 as follows:

For Mr. Courtois, 4,015 shares of vested deferred stock.

For Mr. Downe, 28,103 shares of common stock and 32,169 shares of vested deferred stock.

For Mr. Ferraro, 17,871 shares of vested deferred stock.

For Mr. Gipson, 6,583 shares of vested deferred stock.

For Ms. Hemingway Hall, 12,130 shares of common stock and 6,676 shares of vested deferred stock.

For Ms. Howard, 4,085 shares of common stock and 14,684 shares of vested deferred stock.

For Mr. Payne, 9,720 shares of common stock and 5,366 shares of vested deferred stock.

For Ms. Pénicaud, 112 shares of vested deferred stock.

For Mr. Read, 13,893 shares of common stock and 3,507 shares of vested deferred stock.

For Ms. Sartain, 28,072 shares of common stock.

For Mr. Van Handel, 14,363 shares of common stock and 3,914 shares of vested deferred stock.

Based on price per share of ManpowerGroup common stock on February 24, 2023 of $84.16.

Under the current policy, non-employee directors in office prior to November 21, 2021 have four years from the date of his or her appointment to attain targeted ownership levels. Any non-employee directors joining the board after November 12, 2021, including Ms. Pénicaud, will have five years from the date of his or her appointment to attain targeted ownership levels.

Chairman of the Board – Jonas Prising

Under ManpowerGroup’s bylaws and in accordance with the Company’s corporate governance guidelines, the board of directors can choose whether the roles of chairman and chief executive officer should be combined or separated, based on what it believes is best for the Company and its shareholders at a given point in time. Jonas Prising has been chairman of the board of directors since December 31, 2015. The board of directors has evaluated the Company’s leadership structure and determined that the presence of our independent lead director who, as described below, has meaningful oversight responsibilities, together with a strong leader in the combined role of chairman and chief executive officer, serves the best interests of ManpowerGroup and its shareholders. The board of directors believes that in light of Mr. Prising’s extensive knowledge of ManpowerGroup and its industry, gained through his tenure with the Company, he is well positioned to serve as both chairman and chief executive officer of the Company.

Lead Director Until

May 5, 2023

Lead Director Effective May 5, 2023

Lead Director Transition – Julie Howard to become Lead Director on May 5, 2023

Our corporate governance guidelines provide that if the same person holds the chief executive officer and chairman roles or if the chairman is not independent, the board of directors will designate one of the independent directors to serve as the lead director. The lead director helps ensure that there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important.

Our corporate governance guidelines contemplate that the lead director will be appointed annually and that he or she should be willing to serve for at least three years in such capacity. The board of directors believes having a lead director serving consecutive terms provides greater continuity to the role, enhances board leadership and performance and facilitates effective oversight of the performance of senior management.

The board of directors has selected Julie Howard as the new lead director, effective May 5, 2023. Our incumbent lead director, William Downe, has served as lead director since May 2017, and will have completed six years in the role.

The independent directors believe that Ms. Howard is well suited to serve as the Company’s next lead director given her significant managerial, transactional and operational experience as CEO of Riveron Consulting, LLC and as the former CEO of Navigant Consulting, Inc., a publicly traded professional services firm. As a result of her broad-based and relevant background and her deep knowledge of the services industry, Ms. Howard is well positioned to serve as the next lead director to provide constructive, independent and informed guidance and oversight to management.

The lead director’s duties include the following:

•  Preside at executive sessions of the non-employee directors;

•  Preside at all other meetings of directors where the chairman of the board is not present;

•  Serve as liaison between the chairman of the board and the non-employee directors;

•  Approve what information is sent to the board;

•  Approve the meeting agendas for the board;

•  Approve meeting schedules to assure that there is sufficient time for discussion on all agenda items;

•  Provide feedback from executive sessions of the independent directors to the Chairman and CEO and other senior management;

•  Serve in a key role in the board evaluation processes and in evaluation of the CEO;

•  Recommend to the board and the board committees the retention of advisers and consultants who report directly to the board;

•  Have the authority to call meetings of the non-employee directors;

•  If requested by major shareholders, ensure that he or she is available for consultation and direct communication; and

•  Perform such other duties as the board may delegate from time to time.

Reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management;

Receiving, reviewing and discussing with management reports on cybersecurity and data privacy risk;

Receiving, reviewing and discussing with management reports on other risk topics as the committee or management deems appropriate from time to time; and

Reporting to the board of directors on its activities in this oversight role.

Review and recommend the companies used in our peer group;

Review guiding principles for executive compensation and recommend areas for modernization;

Evaluate the competitiveness of our total executive compensation and benefits program for the senior executives, including base salary, annual incentive, total cash compensation, long-term incentive awards, total direct compensation, perquisites, retirement benefits and total remuneration against the market;

Assess how well the compensation and benefits programs are aligned with the committee’s stated philosophy to align pay with performance, including analyzing our performance against comparator companies;

Provide advice and assistance to the committee on the levels of total compensation and the principal elements of compensation for our senior executives;

Advise the committee on salary, target incentive opportunities and equity grants as well as on the design and features of our short-term and long-term incentive programs for our senior executives;

Brief the committee on trends in executive compensation and benefits among large public companies and on regulatory, legislative and other developments; and

Assist in reviewing the Compensation Discussion and Analysis and other executive compensation disclosures to be included in this proxy statement.

Other services provided to the Company by the consultant;

What percentage of the consultant’s total revenue is made up of fees from the Company;

Policies or procedures of the consultant that are designed to prevent a conflict of interest;

Any business or personal relationships between individual consultants involved in the engagement and committee members;

Any shares of the Company’s stock owned by individual consultants involved in the engagement; and

Any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement.

The consultants receive no incentive or other compensation based on the fees charged to us for other services provided by Mercer or any of its affiliates;

The consultants are not responsible for selling other Mercer or affiliate services to us;

Mercer’s professional standards prohibit an individual consultant from considering any other relationships Mercer or any of its affiliates may have with us in rendering his or her advice and recommendations; and

The committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants.

AUDIT COMMITTEE

Paul Read

Chair

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

The functions of this committee are to:

•  appoint the independent auditors for the annual audit and approve the fee arrangements with the independent auditors;

•  monitor the independence, qualifications and performance of the independent auditors;

•  review the planned scope of the annual audit;

•  review the financial statements to be included in our quarterly reports on Form 10-Q and our annual report on Form 10-K, and our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of those reports;

•  review our financial reporting processes and internal controls and any significant audit adjustments proposed by the independent auditors;

•  make a recommendation to the board of directors regarding inclusion of the audited financial statements in our annual report on Form 10-K;

•  review recommendations, if any, by the independent auditors resulting from the audit to ensure that appropriate actions are taken by management;

•  review and discuss with the independent auditors any critical audit matter (“CAM”) addressed in the audit and disclosures that relate to each CAM;

•  oversee compliance with our Independent Auditor Services Policy;

•  meet privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls and other finance related matters;

•  meet privately with management to review the competence, performance and independence of the independent auditors;

•  monitor our internal audit department, including our internal audit plan;

•  review guidelines and policies regarding compliance by our employees with our code of business conduct and ethics, including the anti-corruption policy;

•  review procedures for receipt, retention and treatment of, and the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters;

•  assist the board of directors with its oversight of the performance of the Company’s risk management function, including meeting periodically with the chief information officer and chief information security officer regarding the Company’s information technology and receiving periodic updates on the Company’s cybersecurity program;

•  review current tax matters affecting us;

•  periodically discuss with management our risk management framework;

•  periodically discuss with the Company’s general counsel and chief compliance officer any significant legal, compliance or regulatory matters that may have a material impact on the Company’s business, financial statements or compliance policies;

•  monitor any litigation involving ManpowerGroup that may have a material financial impact on ManpowerGroup or that relates to matters entrusted to the audit committee; and

•  approve the retention, compensation and termination of outside legal, accounting and other such advisors to the committee.

Members:

Jean-Philippe Courtois

John F. Ferraro

Patricia Hemingway Hall

Ulice Payne, Jr.

PEOPLE, CULTURE AND COMPENSATION COMMITTEE

Elizabeth P. Sartain

Chair

Each member of the people, culture and compensation committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange.

The functions of this committee are to:

•  review and approve the Company’s general compensation philosophies and principles;

•  establish the compensation of the chief executive officer of ManpowerGroup, subject to ratification by the independent members of the board of directors;

•  approve the compensation, based on the recommendations of the chief executive officer of ManpowerGroup, of any president and the chief financial officer, and certain other senior executives of ManpowerGroup;

•  establish officer stock ownership guidelines and monitor compliance with such guidelines;

•  determine the terms of any agreements concerning employment, compensation or employment termination, as well as monitor the application of ManpowerGroup’s retirement and other fringe benefit plans, with respect to the individuals listed above;

•  monitor the professional development of ManpowerGroup’s key executive officers;

•  review succession plans for the chief executive officer of ManpowerGroup, of any president and the chief financial officer and certain other senior executives of ManpowerGroup;

•  administer ManpowerGroup’s equity incentive plans and employee stock purchase plans and oversee ManpowerGroup’s employee retirement and welfare plans;

•  administer ManpowerGroup’s annual incentive plan;

•  oversee the administration of the Company’s clawback policy;

•  review and recommend the “Compensation Discussion and Analysis” to be included in our annual proxy statement;

•  discuss with management reports regarding the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function;

•  approve the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and have oversight of their work;

•  consider the independence of any outside compensation consultant, independent legal advisor or other advisor to the committee;

•  monitor the Company’s policies, objectives and programs related to diversity and inclusion and review the Company’s performance in light of appropriate measures; and

•  review the results of any advisory shareholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes.

Members:

William Downe

William P. Gipson

Julie M. Howard

Muriel Pénicaud⁽¹⁾