DEF 14A 1 manproxy2016-def14a.htm DEF 14A MANPOWERGROUP 2016 DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Soliciting Material under § 240.14a-12
 
MANPOWERGROUP INC.
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(Name of person(s) filing proxy statement, if other than the registrant)

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MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WISCONSIN 53212
 
 
 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 3, 2016

To the Shareholders of ManpowerGroup Inc.:

The 2016 Annual Meeting of Shareholders of ManpowerGroup Inc. will be held at the International Headquarters of ManpowerGroup, 100 Manpower Place, Milwaukee, Wisconsin, on May 3, 2016, at 10:00 a.m., local time, for the following purposes:
(1)
To elect twelve individuals nominated by the Board of Directors of ManpowerGroup to serve until 2017 as directors;
(2)
To re-approve the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan;
(3)
To re-approve the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc.;
(4)
To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2016;
(5)
To hold an advisory vote on approval of the compensation of our named executive officers; and
(6)
To transact such other business as may properly come before the meeting.

Shareholders of record at the close of business on February 23, 2016 are entitled to notice of and to vote at the annual meeting and at all adjournments of the annual meeting.

Holders of a majority of the outstanding shares must be present in person or by proxy in order for the annual meeting to be held. As allowed under the Securities and Exchange Commission’s rules, we have elected to furnish our proxy materials over the internet. Accordingly, we have mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the attached proxy statement and our Annual Report on Form 10-K via the Internet and how to vote online.

Whether or not you expect to attend the annual meeting in person, you are urged to vote by a telephone vote, by voting electronically via the Internet or, as applicable, by completing and mailing the proxy card. Instructions for telephonic voting and electronic voting via the Internet are contained in the Notice or, as applicable, on the accompanying proxy card. If you attend the meeting and wish to vote your shares personally, you may do so by revoking your proxy at any time prior to the voting thereof. In addition, you may revoke your proxy at any time before it is voted by advising the Secretary of ManpowerGroup in writing (including executing a later-dated proxy or voting via the Internet) or by telephone of such revocation.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 2016: The annual report and proxy statement of ManpowerGroup are available for review on the Internet. Instructions on how to access and review the materials on the Internet can be found on the Notice and the accompanying proxy card.
 
Richard Buchband, Secretary
 
March 4, 2016



Table of Contents



MANPOWERGROUP INC.
100 Manpower Place
Milwaukee, Wisconsin 53212

March 4, 2016

PROXY STATEMENT

This proxy statement relates to the solicitation of proxies by the board of directors of ManpowerGroup Inc. for use at the annual meeting of shareholders to be held at 10:00 a.m., local time, on May 3, 2016 or at any postponement or adjournment of the annual meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of shareholders. The annual meeting will be held at ManpowerGroup’s International Headquarters, 100 Manpower Place, Milwaukee, Wisconsin.

Under rules adopted by the Securities and Exchange Commission, ManpowerGroup is making this proxy statement and other annual meeting materials available on the Internet instead of mailing a printed copy of these materials to each shareholder. Shareholders who received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail will not receive a printed copy of these materials other than as described below. Instead, the Notice contains instructions as to how shareholders may access and review all of the important information contained in the materials on the Internet, including how shareholders may submit proxies by telephone or over the Internet.

If you received the Notice by mail and would prefer to receive a printed copy of ManpowerGroup’s proxy materials, please follow the instructions for requesting printed copies included in the Notice.

The expense of this solicitation will be paid by us. No solicitation other than by mail and via the Internet is contemplated, except that our officers or employees may solicit the return of proxies from certain shareholders by telephone. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $15,000 plus expenses.

Only shareholders of record at the close of business on February 23, 2016 are entitled to notice of and to vote the shares of our common stock, $.01 par value, registered in their name at the annual meeting. As of the record date, we had outstanding 72,188,282 shares of common stock. The presence, in person or by proxy, of a majority of the shares of the common stock outstanding on the record date will constitute a quorum at the annual meeting. Abstentions and broker non-votes, which are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares, will be treated as present for purposes of determining the quorum. Each share of common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. With respect to the proposals to elect the individuals nominated by our Board of Directors to serve as directors for one year, to re-approve the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan, to re-approve the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc., to ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2016 and the advisory vote on approval of the compensation of our named executive officers, abstentions and broker non-votes will not be counted as voting on the proposals.

The Notice is being mailed to shareholders commencing on or about March 17, 2016.

If a proxy is properly submitted to us and not revoked, it will be voted in accordance with the instructions contained in the proxy. Each shareholder may revoke a previously granted proxy at any time before it is exercised by advising the secretary of ManpowerGroup in writing (either by submitting a duly executed proxy bearing a later date or voting by telephone or via the Internet) of such revocation. Attendance at the annual meeting will not, in itself, constitute revocation of a proxy. Unless otherwise directed, all proxies will be voted for the election of each of the individuals nominated by our board of directors to serve as directors for one year, will be voted for the re-approval of the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan, will be voted for the re-approval of the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc., will be voted for the appointment of Deloitte & Touche LLP as our independent auditors for 2016 and will be voted for approval of the compensation of our named executive officers.



CORPORATE GOVERNANCE DOCUMENTS
Certain documents relating to corporate governance matters are available in print by writing to Richard Buchband, Secretary, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212 and on ManpowerGroup’s website at www.manpowergroup.com/about/corporategovernance.cfm. These documents include the following:
 
Amended and Restated Articles of Incorporation;

Amended and Restated Bylaws;

Corporate governance guidelines;

Code of business conduct and ethics;

Charter of the nominating and governance committee, including the guidelines for selecting board candidates;

Categorical standards for relationships deemed not to impair independence of non-employee directors;

Charter of the audit committee;

Policy on services provided by independent auditors;

Charter of the executive compensation and human resources committee;

Executive officer stock ownership guidelines;

Outside director stock ownership guidelines; and

Anti-corruption policy.
Information contained on ManpowerGroup’s website is not deemed to be a part of this proxy statement.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists as of the record date (except as noted below) information as to the persons believed by us to be beneficial owners of more than 5% of our outstanding common stock:
Name and Address of
Beneficial Owners     
 
Amount and Nature of
   Beneficial Ownership   
 
Percent of
   Class(1)   
BlackRock, Inc. .............................................................
55 East 52nd Street
New York, New York 10022
 
6,781,702(2)
 
9.4%
Vanguard Group, Inc. ....................................................
100 Vanguard Boulevard
Malvern, PA 19355
 
5,196,959(3)
 
7.2%
Glenview Capital Management, LLC ............................
767 Fifth Avenue
New York, New York 10153
 
4,799,409(4)
 
6.6%
T. Rowe Price Associates, Inc. ......................................
100 East Pratt Street
Baltimore, Maryland 21202
 
4,034,823(5)
 
5.6%
              
(1)
Based on 72,188,282 shares of common stock outstanding as of the record date.
(2)
This information is based on a Schedule 13G filed on January 26, 2016, by BlackRock, Inc. on its behalf and on behalf of its following affiliates: BlackRock Advisors LLC, BlackRock Advisors (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Japan Co. Ltd., BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Life Limited, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock International Limited, BlackRock Investment Management UK Ltd, BlackRock Fund Managers Limited, BlackRock (Singapore) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Channel Islands) Ltd. and BlackRock Asset Management Schweiz AG. According to this Schedule 13G, these securities are owned of record by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 5,992,379 shares held and sole dispositive power with respect to 6,781,702 shares held.
(3)
This information is based on a Schedule 13G filed on February 10, 2016. According to this Schedule 13G, these securities are owned by various individual and institutional investors for which Vanguard Group, Inc. (“Vanguard”) serves as investment advisor. Vanguard has sole voting power with respect to 72,547 shares held, shared voting power with respect to 7,600 shares held, sole dispositive power with respect to 5,119,367 shares held and shared dispositive power with respect to 77,592 shares held.
(4)
This information is based on a Schedule 13G filed on February 16, 2016, by Glenview Capital Management, LLC and Larry Robbins, Chief Executive Officer of Glenview Capital Mangement, LLC, on their behalf and on the behalf of the following affiliates of Glenview Capital Management: Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd, Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Glenview Capital Management has shared voting power and shared dispositive power with respect to 4,799,409 shares held,
(5)
This information is based on a Schedule 13G filed on February 10, 2016. According to this Schedule 13G, these securities are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser. Price Associates has sole voting power with respect to 1,133,966 shares held and sole dispositive power with respect to 4,034,823 shares held. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.

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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 twelve 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 board of directors may appoint additional directors, in accordance with our Articles of Incorporation, based upon the recommendation of the nominating and governance committee and subject to re-election by our shareholders at the next annual meeting of shareholders.
Mr. Ferraro was appointed to the board of directors effective January 1, 2016, after being recommended for appointment to the board of directors by an independent director search firm, and subsequently by the nominating and governance committee.
The following individuals are being nominated as directors, each for a one-year term expiring at the 2017 annual meeting of shareholders:
Gina R. Boswell
Cari M. Dominguez
William Downe
John F. Ferraro
Patricia Hemingway Hall
Roberto Mendoza
Ulice Payne, Jr.
Jonas Prising
Paul Read
Elizabeth P. Sartain
John R. Walter
Edward J. Zore
The nominating and governance committee reviewed the qualifications of the directors listed above who are seeking election or re-election and recommended to the board of directors that each be elected or re-elected to serve for an additional one-year term. The board of directors has confirmed the nominations.
In accordance with our articles of incorporation and bylaws, a nominee will be elected as a director if the number of votes cast in favor of the election exceeds the number of votes cast against the election of that nominee. Abstentions and broker non-votes will not be counted as votes cast. If the number of votes cast in favor of the election of a director is less than the number of votes cast against the election of the director, the director is required to tender his or her resignation from the board of directors to the nominating and governance committee. Any such resignation will be effective only upon its acceptance by the board of directors. The nominating and governance committee will recommend to the board of directors whether to accept or reject the tendered resignation or whether other action should be taken. The board of directors will act on the recommendation of the nominating and governance 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.
The board of directors recommends you vote FOR the election of each of the nominees listed above.

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Director Biographies
Name
Age
 
Principal Occupation
and Directorships
 
 
 
 
 
Nominees for Directors
Gina R. Boswell
Director since 2007
53
 
Executive Vice President, General Manager U.K. & Ireland at Unilever, a global food, personal care and household products company, since September 2015. Executive Vice President, Personal Care, at Unilever from 2011 to September 2015. President, Global Brands, of Alberto-Culver Company, a consumer goods company, from 2008 to July 2011. Prior thereto, Ms. Boswell held several leadership positions, including Senior Vice President and Chief Operating Officer - North America of Avon Products, Inc. from 2005 to 2007 and as an executive with Ford Motor Company from 1999 to 2003. A director of Wolverine Inc. since 2013.
 
 
 
 
Cari M. Dominguez
Director since 2007
66
 
President, Dominguez & Associates, a management consulting firm, since January 2007. Prior thereto, Ms. Dominguez held several leadership positions within the United States government as well as in the public and private sectors, including Chair of the U.S. Equal Employment Opportunity Commission from 2001 to 2006, Partner, Heidrick & Struggles, a consulting firm, from 1995 to 1998, Director, Spencer Stuart, a consulting firm, from 1993 to 1995, Assistant Secretary for Employment Standards Administration, and Director of the Office of Federal Contract Compliance Programs, U.S. Department of Labor, from 1989 to 1993. A trustee of Calvert SAGE Funds since 2008, director of Triple-S Management Corporation since 2012 and a director with the National Association of Corporate Directors since 2013.
 
 
 
 
William Downe
Director since 2011
63
 
Chief Executive Officer of BMO Financial Group, a highly diversified financial services provider based in North America, since March 2007. Prior thereto, Mr. Downe held several leadership positions with BMO Financial Group and its subsidiaries, including Chief Operating Officer of BMO Financial Group from 2006 to 2007, and Deputy Chair of BMO Financial Group and Chief Executive Officer, BMO Nesbitt Burns and Head of Investment Banking Group from 2001 to 2006. A director of Bank of Montreal since 2007.
 
 
 
 
John F. Ferraro
Director since 2016
60
 
Global Chief Operating Officer of Ernst & Young ("EY"), a global professional services organization, from 2007 to January 2015. Prior thereto, Mr. Ferraro held several senior leadership positions at EY, including Global Vice Chair Audit. In addition, Mr. Ferraro served as a member of EY’s Global Executive board for more than 10 years. A director of Advance Auto Parts since 2015 and International Flavor and Fragrances, Inc. since 2015.
 
 
 
 

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Name
Age
 
Principal Occupation
and Directorships
Patricia Hemingway Hall
Director since 2011
63
 
President and Chief Executive Officer of Health Care Service Corporation, a mutual health insurer, from 2008 to December 2015. Prior thereto, Ms. Hemingway Hall held several leadership positions at Health Care Service Corporation, including President and Chief Operating Officer from 2007 to 2008 and Executive Vice President of Internal Operations from 2006 to 2007. A director of Cardinal Health since 2013.
 
 
 
 
Roberto Mendoza
Director since 2009
70
 
Senior Managing Director of Atlas Advisors LLC, an independent global investment banking firm, since March 2010. Mr. Mendoza co-founded Deming Mendoza & Co. LLC, a corporate finance advisory firm and served as a Partner from 2009 to March 2010. Prior thereto, Mr. Mendoza held several leadership positions in the investment banking and financial services industry, including Non-executive Chairman of Trinsum Group, Inc. from 2007 to 2008, Chairman of Integrated Finance Limited from 2001 to 2007, Managing Director of Goldman Sachs & Co. from 2000 to 2001, and Director and Vice Chairman of J.P. Morgan & Co. Inc., from 1990 to 2000. A director of The Western Union Company since 2006 and PartnerRe Limited since 2009.
 
 
 
 
Ulice Payne, Jr.
Director since 2007
60
 
President of Addison-Clifton, LLC, a provider of global trade compliance advisory services, since May 2004. Prior thereto, Mr. Payne held several leadership positions, including President and Chief Executive Officer, of the Milwaukee Brewers Baseball Club from 2002 to 2003 and Partner with the law firm Foley & Lardner LLP from 1998 to 2002. A trustee of The Northwestern Mutual Life Insurance Company since 2005 and director of WEC Energy Group, Inc. (formerly Wisconsin Energy Corporation) since 2003.
 
 
 
 
Jonas Prising
Director since 2014
51
 
Chairman and Chief Executive Officer of ManpowerGroup since December 2015. Chief Executive Officer of ManpowerGroup from 2014 to December 2015. ManpowerGroup President from 2012 to April 2014. Executive Vice President, President of ManpowerGroup - The Americas from 2009 to October 2012. Prior thereto, Mr. Prising was the Executive Vice President, President of ManpowerGroup - United States and Canadian Operations from 2006 to 2008 and held other positions at ManpowerGroup since 1999. A director of Kohl’s Corporation since 2015.
 
 
 
 
Paul Read
Director since 2014
49
 
President and Chief Operating Officer of Ingram Micro, Inc., a technology distributor and supply-chain services provider, from September 2013 to February 2016. Chief Financial Officer of Flextronics International, Ltd., an electronics manufacturing services provider, from 2008 to June 2013. Formerly, a director of Ingram Micro, Inc. from 2012 to 2013.
 
 
 
 
Elizabeth P. Sartain
Director since 2010
61
 
Independent Human Resource Advisor and Consultant since April 2008. Prior thereto, Ms. Sartain held several leadership positions, including Executive Vice President and Chief People Officer at Yahoo! Inc. from 2001 to 2008 and an executive with Southwest Airlines serving in various positions from 1988 to 2001. Formerly, a director of Peets Tea and Coffee, Inc. from 2007 to 2012.
 
 
 
 

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Name
Age
 
Principal Occupation
and Directorships
John R. Walter
Director since 1998
69
 
Former Non-Executive Chairman of the Board of InnerWorkings, Inc., a global marketing execution firm, from 2004 to June 2010. Prior thereto, he held several leadership positions, including President and Chief Operating Officer of AT&T Corp. from 1996 to 1997 and Chairman, President and Chief Executive Officer of R.R. Donnelley & Sons Company from 1989 through 1996. Formerly, a director of InnerWorkings, Inc. from 2004 to 2012, Vasco Data Securities, Inc. from 2003 to 2013 and Echo Global Logistics from 2006 to 2014.
 
 
 
 
Edward J. Zore
Director since 2000
70
 
Chairman and Chief Executive Officer of The Northwestern Mutual Life Insurance Company ("Northwestern Mutual") from 2009 to July 2010. President and Chief Executive Officer of Northwestern Mutual from 2001 to 2009. Prior thereto, Mr. Zore held several leadership positions at Northwestern Mutual, including President from 2000 to 2001. A trustee of Northwestern Mutual since 2000 and a director of RenaissanceRe Holdings Ltd. since 2010.
 
 
 
 
Each director attended at least 75% of the board meetings and meetings of committees on which he or she served in 2015. The board of directors held six regular meetings during 2015. The board of directors did not take action by written consent during 2015.

In 2015, ManpowerGroup amended its corporate governance guidelines to streamline the retirement age mechanics for the board of directors. Under the guidelines, an individual cannot be nominated for election to the board of directors after his or her 72nd birthday. Any director who turns 72 during his or her normal term will continue in office until the expiration of that term.

Under ManpowerGroup’s bylaws, nominations, other than those made by the board of directors or the nominating and governance committee, must be made pursuant to timely notice in proper written form to the secretary of ManpowerGroup. To be timely, a shareholder’s request to nominate a person for election to the board of directors at an annual meeting of shareholders, together with the written consent of such person to serve as a director, must be received by the secretary of ManpowerGroup not less than 90 days nor more than 150 days prior to the anniversary of the annual meeting of shareholders held in the prior year. To be in proper written form, the notice must contain certain information concerning the nominee and the shareholder submitting the nomination, including the disclosure of any hedging, derivative or other complex transactions involving the Company’s common stock to which a shareholder proposing a director nomination is a party.

Board Independence and Related Party Transactions

The board of directors has adopted categorical standards for relationships deemed not to impair independence of non-employee directors to assist it in making determinations of independence. The categorical standards are included in our Corporate Governance Guidelines and are available on ManpowerGroup’s website at http://www.manpowergroup.com/about/corporategovernance.cfm. As required under the Corporate Governance Guidelines, our board of directors reviews and determines the independence of all directors on an annual basis.

In making its independence determinations, the nominating and governance committee evaluates the various commercial and employment transactions and relationships known to the committee that exist between ManpowerGroup and the entities with which certain of our directors or members of their immediate families are, or have been affiliated. The nominating and governance committee also reviews any other relevant facts and circumstances regarding the nature of these relationships to determine whether other factors, regardless of the categorical standards, might compromise a director’s independence.

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The board of directors has determined that eleven of twelve of the current directors of ManpowerGroup are independent under the listing standards of the New York Stock Exchange after taking into account the categorical standards and the following:

Ms. Boswell is Executive Vice President, General Manager U.K. & Ireland at Unilever, which has engaged ManpowerGroup to provide services to the company.
Mr. Downe is the President and Chief Executive Officer of BMO Financial Group, and one of its subsidiaries, BMO Harris Bank, is a party to the syndicate of banks in ManpowerGroup’s $600 million revolving credit facility, which was entered into in the ordinary course of business. In addition, BMO Financial Group has engaged ManpowerGroup to provide services to the company.
Ms. Hemingway Hall is the former President and Chief Executive Officer of Health Care Service Corporation, which has engaged ManpowerGroup to provide services to the company.
Mr. Mendoza is a director of the Western Union Company, a public company, which has engaged ManpowerGroup to provide services to the company.
Mr. Read is the former President and Chief Operating Officer of Ingram Micro Inc. which has engaged ManpowerGroup to provide services to the company.
Mr. Zore and Mr. Payne are trustees of Northwestern Mutual. Northwestern Mutual and certain of its affiliates have engaged ManpowerGroup to provide services to the company.
The independent directors are Ms. Boswell, Ms. Dominguez, Mr. Downe, Mr. Ferraro, Ms. Hemingway Hall, Mr. Mendoza, Mr. Payne, Mr. Read, Ms. Sartain, Mr. Walter and Mr. Zore. Marc Bolland, who resigned from the board of directors effective February 11, 2015, was also independent under the listing standards of the New York Stock Exchange.

Jeffrey A. Joerres, who retired from the board of directors effective December 30, 2015, was an employee of ManpowerGroup and therefore was not independent under the listing standards of the New York Stock Exchange.

The nominating and governance committee will evaluate eligible shareholder-nominated candidates for election to the board of directors in accordance with the procedures described in ManpowerGroup’s bylaws and in accordance with the guidelines and considerations relating to the selection of candidates for membership on the board of directors described under “Board Composition and Qualifications of Board Members” below.

ManpowerGroup does not have a policy regarding board members’ attendance at the annual meeting of shareholders. All of the directors attended the 2015 annual meeting of shareholders, except Mr. Ferraro who was not a director at the time.

Any interested party who wishes to communicate directly with the lead director or with the non-management directors as a group may do so by calling 1-800-210-3458. The third-party service provider that monitors this telephone number will forward a summary of all communications directed to the non-management directors to the lead director.

Meetings and Committees of the Board

The board of directors has standing audit, executive compensation and human resources, and nominating and governance committees. The board of directors has adopted written charters for these committees, which are available on ManpowerGroup’s web site at http://www.manpowergroup.com/about/corporategovernance.cfm.


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Audit Committee

The audit committee consists of Ms. Boswell (Chair), Mr. Ferraro, Ms. Hemingway Hall, Mr. Mendoza, Mr. Payne and Mr. Read. Mr. Ferraro was appointed to the committee at the February 2016 board meeting. Each member of the audit committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange. The board of directors has determined that each member of the Audit Committee meets the financial literacy and independence requirements of the SEC and that Ms. Boswell, Mr. Ferraro, Mr. Mendoza and Mr. Read are each an “audit committee financial expert” and “independent” as defined under the applicable rules of the Securities and Exchange Commission. 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. No member of the audit committee currently serves on the audit committee of more than three public companies, including ManpowerGroup.

The functions of the audit committee include:
appointing the independent auditors for the annual audit and approving the fee arrangements with the independent auditors;
monitoring the independence, qualifications and performance of the independent auditors;
reviewing the planned scope of the annual audit;
reviewing 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”;
reviewing compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
reviewing our financial reporting processes and internal controls and any significant audit adjustments proposed by the independent auditors;
making a recommendation to the board of directors regarding inclusion of the audited financial statements in our annual report on Form 10-K;
reviewing recommendations, if any, by the independent auditors resulting from the audit to ensure that appropriate actions are taken by management;
reviewing matters of disagreement, if any, between management and the independent auditors;
periodically reviewing our Policy Regarding the Retention of Former Employees of Independent Auditors;
overseeing compliance with our Policy on Services Provided by Independent Auditors;
meeting privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls;
monitoring our internal audit department, including our internal audit plan;
monitoring our policies and procedures regarding compliance with the Foreign Corrupt Practices Act and compliance by our employees with our code of business conduct and ethics;
assisting the board of directors with its oversight of the performance of the Company’s risk management function;
reviewing current tax matters affecting us;
periodically discussing with management our risk management framework;
monitoring any litigation involving ManpowerGroup, which may have a material financial impact on ManpowerGroup or relate to matters entrusted to the audit committee; and

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approving the retention, compensation and termination of outside legal, accounting and other such advisors to the committee.
In addition, the charter of the audit committee provides that the audit committee shall review and approve all related party transactions that are material to ManpowerGroup’s financial statements or that otherwise require disclosure to ManpowerGroup’s shareholders, provided that the audit committee shall not be responsible for reviewing and approving related party transactions that are reviewed and approved by the board of directors or another committee of the board of directors. The audit committee held five meetings during 2015. The audit committee did not take action by written consent during 2015.

Executive Compensation and Human Resources Committee

The executive compensation and human resources committee consists of Mr. Zore (Chair), Ms. Dominguez, Mr. Downe, Ms. Sartain and Mr. Walter. Each member of the executive compensation and human resources committee is "independent" within the meaning of the applicable listing standards of the New York Stock Exchange and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code.

The functions of the executive compensation and human resources committee include:
establishing the compensation of the chief executive officer of ManpowerGroup, subject to ratification by the board of directors;
approving 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;
determining the terms of any agreements concerning employment, compensation or employment termination, as well as monitoring the application of ManpowerGroup’s retirement and other fringe benefit plans, with respect to the individuals listed above;
monitoring the development of ManpowerGroup’s key executive officers;
administering ManpowerGroup’s equity incentive plans and employee stock purchase plans and overseeing ManpowerGroup’s employee retirement and welfare plans;
administering ManpowerGroup’s corporate senior management annual incentive pool plan;
reviewing and recommending the compensation discussion and analysis to be included in our annual proxy statement;
developing and implementing policies regarding the recoupment or "clawback" of excess compensation paid to executive officers of the Company;
acting as the compensation committee of outside directors under Section 162(m) of the Internal Revenue Code;
approving the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and having oversight of their work; and
considering the independence of any outside compensation consultant, independent legal advisor or other advisor to the committee.
In accordance with the terms of its charter, the executive compensation and human resources committee may from time to time delegate authority and assign responsibility with respect to such of its functions to officers of the Company, or to a subcommittee of the committee. The executive compensation and human resources committee held seven meetings during 2015. The executive compensation and human resources committee did not take action by written consent during 2015.


10


Nominating and Governance Committee

The nominating and governance committee consists of Mr. Payne (Chair), Ms. Boswell, Mr. Walter, and Mr. Zore. Each member of the nominating and governance committee is “independent” within the meaning of the applicable listing standards of the New York Stock Exchange.

The functions of this committee are to:
recommend nominees to stand for election at annual meetings of shareholders, to fill vacancies on the board of directors and to serve on committees of the board of directors;
establish procedures and assist in identifying candidates for board membership;
review the qualifications of candidates for board membership, including any candidates nominated by shareholders in accordance with our bylaws;
periodically review the compensation arrangements in effect for the non-management members of the board of directors and recommend any changes deemed appropriate;
coordinate the annual self-evaluation of the performance of the board of directors and each of its committees and oversee, or ensure another committee oversees, the annual evaluation of the performance of management;
establish and review, for recommendation to the board of directors, guidelines and policies on the size and composition of the board, the structure, composition and functions of the board committees, and other significant corporate governance principles and procedures;
oversee the content and format of our code of business conduct and ethics;
monitor compliance by the non-management directors with our code of business conduct and ethics;
develop and periodically review succession plans for the directors;
periodically review the corporate governance guidelines and recommend any changes as deemed appropriate;
review and recommend categorical standards for determining non-management director independence consistent with the rules of the New York Stock Exchange and other requirements; and
approve the retention, compensation and termination of any outside independent advisors to the committee.
The nominating and governance committee has from time to time engaged director search firms to assist it in identifying and evaluating potential board candidates. The nominating and governance committee met four times during 2015. The nominating and governance committee did not take action by written consent during 2015.

Board Composition and Qualifications of Board Members
The nominating and governance committee has adopted, and the board of directors has approved, guidelines for selecting board candidates that the committee considers when evaluating candidates for nomination as directors. The guidelines call for the following with respect to the composition of the board:
a variety of experience and backgrounds
a core of business executives having substantial senior management and financial experience
individuals who will represent the best interests of the shareholders as a whole rather than special interest constituencies
the independence of at least a majority of the directors

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individuals who represent a diversity of gender, race and age
In connection with its consideration of possible candidates for board membership, the committee also has identified areas of experience that members of the board should as a goal collectively possess. These areas include: 
previous board experience
active or former CEO/COO/Chairperson
human resources experience
accounting or financial oversight experience
international business experience
sales experience
marketing and branding experience
operations experience
corporate governance experience
government relations experience
technology experience
The Company believes that the present composition of the board of directors satisfies the guidelines for selecting board candidates set out above; specifically, the board is composed of individuals who have a variety of experience and backgrounds, the board has a core of business executives having substantial experience in management as well as one member having government experience, board members represent the best interests of all of the shareholders rather than special interests, and eleven of twelve directors are independent under the rules of the New York Stock Exchange. The composition of the board also reflects diversity of gender, race and age, an objective that the nominating and governance committee continually strives to enhance when searching for and considering new directors. Based on the composition of our board of directors, we believe this objective has been achieved.

The board of directors and the nominating and governance committee evaluated each of the directors’ contributions to the board of directors and role in the operation of the board of directors as a whole. In addition to the background and experience of each director and nominee outlined in the biographies on pages 5 to 7 of this proxy statement, the board of directors and the nominating and governance committee considered, in particular, the following:

Gina R. Boswell — Ms. Boswell has significant managerial, strategic, operational, global and financial management expertise as a result of the various senior positions she has held at several companies with global operations.
Cari M. Dominguez — Ms. Dominguez has expertise in government relations and labor markets from her position as Chair of the U.S. Equal Employment Opportunity Commission and other various governmental positions she held. Ms. Dominguez also has managerial, international and operational experience in the human resources industry as a result of the various senior positions she held at various human resource consulting groups.
William Downe — Mr. Downe brings to the board significant managerial, operational and global experience he has gained during his tenure as Chief Executive Officer of BMO Financial Group.
John F. Ferraro — Mr. Ferraro brings to the board significant managerial, operational, financial and global experience he gained during his tenure as Global Chief Operating Officer of Ernst & Young ("EY") and the other various positions he held at EY.

12


Patricia Hemingway Hall — Ms. Hemingway Hall brings to the board significant managerial, operational, sales, marketing and government relations experience from her tenure as President and Chief Executive Officer of Health Care Service Corporation (“HCSC”) and the other various positions she held at HCSC.
Roberto Mendoza — Mr. Mendoza brings to the board significant global financial, strategic and banking activities gained as a result of the various positions he held at various global investment banking and financial advisory firms. Mr. Mendoza also brings an important perspective from his service as a director of other public company boards.
Ulice Payne, Jr. — Mr. Payne brings to the board significant managerial, operational, financial and global experience as a result of many senior positions he has held including as President of Addison-Clifton, LLC, a provider of global trade compliance advisory services. The board of directors also benefits from his broad experience in and knowledge of international business.
Jonas Prising — Mr. Prising brings to the board a deep knowledge of ManpowerGroup and its operations from his many years of experience with the Company, including as President with responsibility for the Americas and Southern Europe and currently as Chairman and Chief Executive Officer. He also brings a deep understanding of the industry, a global perspective, having lived and worked in multiple countries around the world, and a strong knowledge of the relevant marketplaces in Europe and Asia.
Paul Read — Mr. Read brings to the board significant managerial, operational, financial 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. and Chief Financial Officer of Flextronics International, Ltd.
Elizabeth P. Sartain — Ms. Sartain brings to the board significant human resources experience as a result of the various senior management positions she held at various multi-national companies as well as being an independent human resource advisor for many years. Ms. Sartain also brings an important perspective gained from her service as a director on other public company boards.
John R. Walter — Mr. Walter brings to the board significant managerial, operational and global experience from his tenure as President and Chief Operating Officer of AT&T and President and Chief Executive Officer of R.R. Donnelley & Sons Company and from other senior executive positions he has held at several other companies as well as his service as a director on other public company boards.
Edward J. Zore — Mr. Zore brings to the board significant managerial, operational and financial experience as a result of the various senior positions he held with The Northwestern Mutual Life Insurance Company, including as Chairman and Chief Executive Officer and Chief Financial Officer. The board also benefits from his service as a director on other public company boards.

Other Information

In August 2008, the SEC approved a negotiated settlement with EY and two of its partners, including Mr. Ferraro, relating to auditor independence issues arising out of business relationships between EY and an individual who was also a member of the board of directors of three of its audit clients. The matter arose out of actions taken by Mr. Ferraro in 2002 in his role as Vice Chairman of EY.  As part of the settlement, the respondents neither admitted nor denied the underlying allegations and accepted an administrative cease and desist order. Mr. Ferraro did not receive any suspension, fines or other sanctions and remained a partner in good standing at EY through January 2015. Our Board of Directors took into consideration all factors regarding Mr. Ferraro’s character and experience when considering his appointment.


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Board Leadership Structure

Chairman of the Board

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. Following the retirement of Jeffrey A. Joerres, who served as Executive Chairman from 2014 until December 30, 2015, the board of directors appointed Jonas Prising chairman of the board of directors effective December 31, 2015. The board of directors 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, will serve 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.

Duties of Lead Director

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 continuous terms provides greater continuity to the role, enhances board leadership and performance and facilitates effective oversight of the performance of senior management. Mr. Zore has served as lead director since February 2013 and was again re-appointed lead director in February 2016. The lead director’s duties as specified in the Company’s corporate governance guidelines are as follows:

Preside at executive sessions of the non-employee directors and 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;
Have the authority to call meetings of the non-employee directors; and
If requested by major shareholders, ensure that he or she is available for consultation and direct communication.

Board Oversight of Risk

The board of directors is responsible for overseeing management in the execution of management’s Company-wide risk management responsibilities. The board of directors fulfills this responsibility both directly and through its standing committees (as discussed further below), each of which assists the board of directors in overseeing a part of the Company’s overall risk management.


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The committees of the board oversee specific areas of the Company’s risk management as described below:

Audit Committee
The audit committee is responsible for assisting the board of directors with its oversight of the performance of the Company’s risk management functions including:
Periodically reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management;
Periodically receiving, reviewing and discussing with management reports on selected risk topics as the committee or management deems appropriate from time to time; and
Periodically reporting to the board of directors on its activities in this oversight role.
Executive Compensation and Human Resources Committee
The executive compensation and human resources committee reviews and discusses with management the Company’s compensation policies and practices and management’s assessment of whether any risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company.
Nominating and Governance Committee
The nominating and governance committee evaluates the overall effectiveness of the board of directors, including its focus on the most critical issues and risks.
As part of this oversight, the committees engage in reviews and discussions with management (and others if considered appropriate) as necessary to be reasonably assured that the Company’s risk management processes (1) are adequate to identify the material risks that we face in a timely manner, (2) include strategies for the management of risk that are responsive to our risk profile and specific material risk exposure, (3) serve to integrate risk management considerations into business decision-making throughout the Company, and (4) include policies and procedures that are reasonably effective in facilitating the transmission of information with respect to material risks to the senior executives of the Company and each committee.

Compensation Consultant

The executive compensation and human resources committee directly retains Mercer (US) Inc. to advise it on executive compensation matters. Mercer reports to the chair of the committee. On an annual basis, the Company and Mercer enter into an engagement letter, which sets out the services to be performed by Mercer for the committee during the ensuing year. Mercer’s primary role is to provide objective analysis, advice and information and otherwise to support the committee in the performance of its duties. Mercer’s fees for executive compensation consulting to the committee in 2015 were $267,106.

The committee requests information and recommendations from Mercer as it deems appropriate in order to assist it in structuring and evaluating ManpowerGroup’s executive compensation programs and practices. The committee’s decisions about executive compensation, including the specific amounts paid to executive officers, are its own and may reflect factors and considerations other than the information and recommendations provided by Mercer.

Mercer was engaged by the committee to perform the following services in 2015:
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, retirement benefits and total remuneration against the market;

15


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;
Review and recommend the companies used in our comparator group and our industry peer group;
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 executive compensation and human resources committee on salary, target incentive opportunities and equity grants;
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.
In connection with the engagement, the committee and Mercer have agreed on written guidelines for minimizing potential conflicts of interest. These guidelines are as follows:
 
The committee has the authority to retain and dismiss Mercer at any time;
Mercer reports directly to the committee and has direct access to the committee through the chair;
Mercer does not consult with or otherwise interact with our executives except to discuss our business and compensation strategies and culture, obtain compensation and benefits data along with financial projections and operational data, consult about the nature and scope of the various executive jobs for benchmarking purposes, confirm factual and data analysis to ensure accuracy, and consult with the chief executive officer about the compensation of the other executives of ManpowerGroup;
Mercer’s main contacts with management are the chief financial officer and executive vice president, global strategy and talent;
Mercer’s written reports may be distributed to committee members as part of the committee meeting mailings, except any findings and recommendation regarding the chief executive officer and during 2015, the executive chairman, are sent in a separate document directly to committee members;
Each engagement of Mercer by the committee is documented in an engagement letter that includes a description of the agreed upon services, fees and other matters considered appropriate; and
Prior to a Mercer consultant performing any services, whether related to compensation or other consulting services, for ManpowerGroup in addition to those performed for the committee, the consultant must inform the committee chair and obtain approval.
Ultimately, the consultant provides recommendations and advice to the committee in an executive session where management is not present, which is when critical pay decisions are made. This approach protects the committee’s ability to receive objective advice from the consultant so that the committee may make independent decisions about executive pay at our company.

Besides Mercer’s involvement with the committee, it and its affiliates also provide other non-executive compensation services to us. These services are approved by management who oversee the specific areas of business for which the services are provided. The total amount paid for these other services provided in 2015 was $347,226. These services include actuarial and pension reporting services, workers compensation reporting and insurance services. The majority of these services are provided not by Mercer itself, but by other companies owned by Marsh & McLennan, the parent company of Mercer, which therefore, are considered affiliates even though they operate independently of Mercer. The committee considered the independence of Mercer under the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.

16


The committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer), did not raise any conflicts of interest.

The committee believes the advice it receives from the individual executive compensation consultant is objective and not influenced by Mercer’s or its affiliates’ other relationships with us because of the procedures Mercer and the committee have in place, including the following:
 
The consultant receives no incentive or other compensation based on the fees charged to us for other services provided by Mercer or any of its affiliates;
The consultant is not responsible for selling other Mercer or affiliate services to us;
Mercer’s professional standards prohibit the 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 consultant each year and determines whether to continue to retain the consultant.

17


BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Set forth in the table below, as of February 23, 2016, are the shares of ManpowerGroup common stock beneficially owned by each director and nominee, each of the executive officers named in the table under the heading “Executive and Director Compensation — Summary Compensation Table,” and all directors and executive officers of ManpowerGroup as a group and the shares of ManpowerGroup common stock that could be acquired within 60 days of February 23, 2016 by such persons.
 
Name of Beneficial Owner
 
Common Stock
Beneficially
   Owned(1)   
 
Right to
Acquire
Common
 Stock(1)(2) 
 
Percent of
Class
Jonas Prising
 
202,843

  
124,894

 
*
Gina R. Boswell
 
12,694

(3)
0

 
*
Ram Chandrashekar
 
18,729

  
14,472

 
*
Cari M. Dominguez
 
14,506

(3)
0

 
*
William Downe
 
18,261

 
0

 
*
John F. Ferraro
 
0

 
0

 
*
Darryl Green
 
100,070

  
80,420

 
*
Patricia Hemingway Hall
 
5,669

  
0

 
*
Jeffrey A. Joerres
 
418,501

(4)
304,416

 
*
Roberto Mendoza
 
0

  
0

 
*
Ulice Payne, Jr
 
15,604

(3)
0

 
*
Paul Read
 
3,641

(3)
0

 
*
Elizabeth P. Sartain
 
15,058

(3)
0

 
*
Mara E. Swan
 
93,128

  
62,366

 
*
Michael J. Van Handel
 
175,183

  
111,950

 
*
John R. Walter
 
6,075

  
0

 
*
Edward J. Zore
 
38,244

(3)
0

 
*
All directors and executive officers as a group (19 persons)
 
1,148,458

  
704,306

 
1.6%
    
*
Less than 1% of outstanding shares.
(1)
Except as indicated below, all shares shown in this column are owned with sole voting and dispositive power. Amounts shown in the Right to Acquire Common Stock column are also included in the Common Stock Beneficially Owned column.
The table does not include vested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on a one-for-one basis, held by the following directors that were issued under the 2003 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2003 Equity Incentive Plan and the 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan:
                        
Vested Deferred Stock
Director
2003 Plan
 
2011 Plan
 
Total
Cari M. Dominguez
0

 
3,339

 
3,339

William Downe
0

 
13,290

 
13,290

Patricia Hemingway Hall
0

 
3,339

 
3,339

Roberto Mendoza
8,273

 
9,066

 
17,339

Paul Read
0

 
77

 
77

John R. Walter
7,740

 
6,685

 
14,425

Edward J. Zore
620

 
0

 
620


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The table does not include 1,661 unvested shares of deferred stock, which will be settled in shares of ManpowerGroup common stock on a one-for-one basis, held by each of Mr. Downe, Mr. Ferraro, Ms. Hemingway Hall, Mr. Mendoza and Mr. Walter that were issued under the 2011 Plan and the Terms and Conditions on January 1, 2016. These shares of deferred stock vest in equal quarterly installments during 2016.
(2)
Common stock that may be acquired within 60 days of the record date through the exercise of stock options and the settlement of restricted stock units.
(3)
Includes the following number of shares of unvested restricted stock as of the record date:
Director
Unvested Restricted
Stock
Gina R. Boswell
1,661
Cari Dominguez
1,661
Ulice Payne, Jr.
1,661
Paul Read
1,661
Elizabeth P. Sartain
1,661
Edward J. Zore
1,661
The holders of the restricted stock have sole voting power with respect to all shares held and no dispositive power with respect to all shares held.
(4)
Includes 300 shares held by Mr. Joerres’s spouse.


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2.  RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE MANPOWERGROUP INC. CORPORATE SENIOR MANAGEMENT ANNUAL INCENTIVE POOL PLAN

Our board of directors is recommending that the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan (the “Pool Plan”) be re-approved by our shareholders in order to allow the executive compensation and human resources committee (the "committee") to make grants of awards under the Pool Plan that will qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). Specifically, the board of directors is seeking shareholder re-approval of the following material terms of performance goals under the Pool Plan (together, the “Material Terms of the Pool Plan Performance Goals”), which are described in further detail below under the heading “Summary of Material Terms of the Pool Plan Performance Goals:”
The employees eligible to be a participant under the Pool Plan;
The eligible performance measures under the Pool Plan and descriptions of each found in the Pool Plan; and
The maximum bonus amount payable to any participant under the Pool Plan for any performance period of $5,000,000.

In 2011, shareholders first approved the Pool Plan, including the Material Terms of the Pool Plan Performance Goals. In February 2016, upon the recommendation of the committee, the board of directors determined to submit the Material Terms of the Pool Plan Performance Goals, which remain unchanged since their first approval by shareholders in 2011, for re-approval by the shareholders.
In recommending re-approval of the Material Terms of the Pool Plan Performance Goals, the board of directors and the committee believe this re-approval would be in the best interests of ManpowerGroup because the committee will have the ability to continue granting awards under the Pool Plan that qualify as performance-based compensation under Section 162(m).
At the same time the committee recommended re-approval of the Material Terms of the Pool Plan Performance Goals to the Board, it amended and restated the Pool Plan to provide that any participant who retires during the year would be entitled to a pro-rata portion of their annual incentive for that year, based on actual performance, and to make certain changes that do not require shareholder approval. The complete text of the Pool Plan, reflecting all administrative changes made by the board of directors in February 2016 for which shareholder approval was not required, and which includes the Material Terms of the Pool Plan Performance Goals for which shareholder re-approval is being requested, is attached as Appendix A-1 to this proxy statement.
Benefits of Re-Approving the Material Terms of the Pool Plan Performance Goals
Section 162(m) generally disallows a tax deduction to public companies for compensation over $1,000,000 for any fiscal year paid to the corporation’s CEO and the three most highly compensated NEOs (other than the CEO and CFO) in service as of the end of any fiscal year. However, Section 162(m) also provides that qualifying “performance-based compensation” will not be subject to the deduction limit if certain requirements are met. The Pool Plan is designed such that awards under the Pool Plan may constitute qualified performance-based compensation and, as such, be exempt from the $1,000,000 limitation on deductible compensation provided the Section 162(m) requirements are met.
In order to qualify for the performance-based compensation exception under Section 162(m) and thereby avoid potential nondeductibility of compensation paid under the Pool Plan, the material terms of the performance goals under which the compensation is to be paid must be disclosed and subsequently approved by shareholders. For purposes of Section 162(m), these material terms include: (i) the individuals eligible to receive compensation; (ii) a description of the business criteria on which the performance goal is based; and

20


(iii) the maximum amount of compensation that can be paid to an individual under the performance goal. Section 162(m) also requires re-approval of the performance goals every five years. The Material Terms of the Pool Plan Performance Goals, as described below, were last approved by shareholders in 2011 at the time the Pool Plan was first adopted and have remained unchanged since that approval.
Our ability to deduct the performance-based equity compensation granted to our executives enables us to reduce the expense of compensating them. Accordingly, our board of directors believes re-approval of the Material Terms of the Pool Plan Performance Goals benefits shareholders and requests that shareholders re-approve the Material Terms of the Pool Plan Performance Goals.
Summary of Material Terms of the Pool Plan Performance Goals

The following is a summary of the Material Terms of the Pool Plan Performance Goals that are proposed to be re-approved by shareholders in order to qualify awards under the Pool Plan as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code.
Eligibility. The committee may designate any ManpowerGroup or affiliate (that is, a subsidiary or other entity controlled by ManpowerGroup) employee who is a corporate senior executive officer of ManpowerGroup to participate in the Pool Plan. As of the date of this proxy, we have approximately seven senior executives who would be eligible to participate in the Pool Plan.
Performance Goals and Measures. The committee may use one or more of the following performance measures to establish goals for the year, which, where applicable, (i) may be applied on an absolute or relative basis, (ii) may be valued on a growth or fixed basis, and (iii) may be applied on a company-wide, business segment, or individual basis. The performance measures are as follows:
Net Income
Revenue
Earnings per share diluted
Return on investment
Return on invested capital
Return on equity
Return on net assets
Shareholder returns (either including or excluding dividends) over a specified period of time
Financial return ratios
Cash flow
Amount of expense
Economic profit
Gross profit
Gross profit margin percentage
Amount of indebtedness
Debt ratios
Earnings before interest, taxes, depreciation or amortization (or any combination thereof)
Attainment by a share of a specified market price for a specified period of time
Customer satisfaction survey results
Employee satisfaction survey results
Strategic business criteria, consisting of one or more objectives based on achieving specified revenue, market penetration, or geographic expansion goals, or cost targets, or goals relating to acquisitions or divestitures, or any combination of the foregoing

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The committee may specify any reasonable definition of the performance measures it uses at the time the performance goal is set. These definitions may provide for reasonable adjustments and may include or exclude items, including but not limited to: unusual gains or non-recurring gains; gains or losses on the sale of assets; changes in accounting principles or the application thereof; currency fluctuations, acquisitions, divestitures, or necessary financing activities; recapitalizations, including stock splits and dividends; expenses for restructuring activities; and other non-operating items.
Maximum Bonus Amount Payable. The maximum award any participant is entitled to receive for any performance period is limited to $5,000,000.
Other Material Terms of the Pool Plan

Administration of the Pool Plan. The committee administers the Pool Plan and is authorized to interpret and construe it as it deems necessary for the effective operation of the Pool Plan. Any determination, interpretation, construction or other action made by the committee with respect to the Pool Plan is final and binding. Any payment or distribution under the Pool Plan is subject to the prior certification by the committee that the relevant performance goals have been achieved.
Awards. Bonus awards can be expressed as an individual award amount for each participant of the Pool Plan or as a percentage of one or more bonus pools. At the time the performance goals are established, the committee will establish an objective formula or standard for computing the amount of the bonus payable to each participant.
Following the completion of each performance period, the committee must certify in writing as to whether the performance goal(s) has been attained. Based on the attainment of the performance goal, a maximum amount (either a pool or individual maximum amounts) will be established. Under the Pool Plan, the committee has the discretion to reduce each participant’s award to an amount lower than their respective share of the bonus pool (or lower than their individual amounts, if a pool is not used). The committee intends to exercise such discretion based on company-wide performance goals, division or business unit performance goals and participants’ individual performance. While the committee has the ability to exercise such negative discretion in any manner it deems appropriate, it is anticipated that the committee will continue to use the goals of EPS, Return on Invested Capital, Adjusted Operating Unit Profit, and various operational objectives to determine the amount payable to each participant (where such amount shall be equal to or less than the amount of award determined under the performance goal(s) under the Pool Plan). Similar to the attainment of the performance goal, the committee will need to certify at the end of each performance period the amount of the award payable to each participant under the Pool Plan. The maximum award any participant is entitled to receive for any performance period is limited to $5,000,000.
Awards earned will be paid in cash on or before March 15 of the year following the year with respect to which it was earned. Participants may elect to defer a portion of any award in accordance with the terms of the Company’s Nonqualified Savings Plan.
Termination of Employment. Unless otherwise agreed upon, if a participant terminates employment for any reason during a performance period, he or she will not receive any bonus award for the performance period. In the event of death or disability or retirement, unless otherwise agreed upon, the participant will receive a prorated award, based on actual performance, for the actual number of days the participant was employed by the Company during the performance period.
Forfeiture of Amounts Paid. The Company has the right to require a participant to forfeit and return to the Company any amounts paid to the participant consistent with any clawback policy maintained by the Company.
Amendment or Termination of the Pool Plan. The committee may terminate or amend the Pool Plan at any time.

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Plan Benefits
The following table sets forth the dollar value of the awards paid under the Pool Plan based on 2015 performance to (i) each of our named executive officers, (ii) all executive officers as a group, (iii) all non-employee directors as a group and (iv) all employees other than executive officers as a group.
Name and Position
Dollar Value
Jonas Prising
$
2,300,000

CEO
 
Michael J. Van Handel
$
920,000

CFO
 
Darryl Green
$
1,105,000

President & COO
 
Ram Chandrashekar
$
460,108

EVP, Operational Excellence & IT and President, Asia Pacific Middle East
 
Mara E. Swan
$
580,000

EVP, Global Strategy &Talent
 
Jeffrey Joerres
$
1,563,750

Former Executive Chairman
 
All executive officers as a group
$
5,705,108

All non-employee directors as a group
$

All employees other than executive officers as a group
$
170,000

Vote Required
The affirmative vote of a majority of the votes cast on the proposal is required to approve the proposal. Abstentions and broker non-votes will not be counted as votes cast and, therefore, will have no impact on the approval of the proposal.
The board of directors recommends that you vote FOR the re-approval of the Material Terms of the Pool Plan Performance Goals, and your proxy will be so voted unless you specify otherwise.

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3.  RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE 2011 EQUITY INCENTIVE PLAN OF MANPOWERGROUP INC.

Our board of directors is recommending that the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc. (the “2011 Equity Incentive Plan”) be re-approved by our shareholders in order to allow the executive compensation and human resources committee (the “committee”) to make grants of awards under the 2011 Equity Incentive Plan that will qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"). Specifically, the board of directors is seeking shareholder re-approval of the following material terms of performance goals under the 2011 Equity Incentive Plan (together, the “Material Terms of the 2011 Equity Incentive Plan Performance Goals”), which are described in further detail below under the heading “Summary of Material Terms of the 2011 Equity Incentive Plan:”
The employees eligible to receive certain awards under the 2011 Equity Incentive Plan;
The eligible “performance goals” under the 2011 Equity Incentive Plan and the descriptions of each found in the 2011 Equity Incentive Plan; and
The individual award limits applicable to participants under the 2011 Equity Incentive Plan.

In 2011, shareholders first approved the 2011 Equity Incentive Plan, including the Material Terms of the 2011 Equity Incentive Plan Performance Goals. In 2014, shareholders approved an amendment to the 2011 Equity Incentive Plan to increase the number of shares available for grant under the 2011 Equity Incentive Plan. In February 2016, upon the recommendation of the committee, the board of directors determined to submit the Material Terms of the 2011 Equity Incentive Plan Performance Goals, which remain unchanged since their first approval by shareholders in 2011, for re-approval by shareholders.
In recommending the re-approval of the Material Terms of the 2011 Equity Incentive Plan Performance Goals, the board of directors and the committee believe this re-approval would be in the best interests of ManpowerGroup because the committee will have the ability to continue granting certain awards under the 2011 Equity Incentive Plan that qualify as performance-based compensation under Section 162(m). The complete text of the 2011 Plan, which includes the Material Terms of the 2011 Equity Incentive Plan Performance Goals, is attached as Appendix B-1 to this proxy statement.
This proposal is not requesting any additional shares of common stock under the 2011 Equity Incentive Plan.
Benefits of Re-Approving the Material Terms of the 2011 Equity Incentive Plan Performance Goals
Section 162(m) generally disallows a tax deduction to public companies for compensation over $1,000,000 for any fiscal year paid to the corporation’s CEO and the three most highly compensated NEOs (other than the CEO and CFO) in service as of the end of any fiscal year. However, Section 162(m) also provides that qualifying “performance-based compensation” will not be subject to the deduction limit if certain requirements are met. The 2011 Equity Incentive Plan is designed such that the committee may grant certain awards that constitute qualified performance-based compensation and, as such, be exempt from the $1,000,000 limitation on deductible compensation provided the Section 162(m) requirements are met.
In order to qualify for the performance-based compensation exception under Section 162(m) and thereby avoid potential nondeductibility of certain awards granted under the 2011 Equity Incentive Plan, the material terms of the performance goals under which the compensation is to be paid must be disclosed and subsequently approved by shareholders. For purposes of Section 162(m), these material terms include: (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on which the performance goal is based, and (iii) the maximum amount of compensation that can be paid to an individual under the performance goal. Section 162(m) also requires re-approval of the performance goals every five years. The Material Terms of the 2011 Equity Incentive Plan Performance Goals, as described below, were last approved by shareholders in 2011 and have remained unchanged since that approval.

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Our ability to deduct certain performance-based equity compensation granted to our executives enables us to reduce the expense of compensating them. Accordingly, the board of directors, believes re-approval of the Material Terms of the 2011 Equity Incentive Plan Performance Goals benefits shareholders and requests that shareholders re-approve the Material Terms of the 2011 Equity Incentive Plan Performance Goals.
Summary of Material Terms of the 2011 Equity Incentive Plan Performance Goals
The following is a summary of the Material Terms of the Pool Plan Performance Goals that are proposed to be re-approved by shareholders in order to qualify certain awards under the 2011 Equity Incentive Plan as performance-based compensation for purposes of Section 162(m).
Eligibility. Participants under the 2011 Equity Incentive Plan are limited to our non-employee directors and employees. Any employee of ManpowerGroup or its subsidiaries is eligible to receive awards under the 2011 Equity Incentive Plan. In determining the employees to whom awards will be granted and the number of shares to be covered by each award, the committee, as administrator, may take into account the nature of the services rendered by the employees, their present and potential contributions to our success and such other factors as the administrator may deem relevant. We estimate that approximately 27,000 persons are eligible to participate in the 2011 Equity Incentive Plan, which includes eleven non-employee directors and seven executive officers.
Performance Measures and Goals. The committee may use one or more of the following performance goals when granting awards under the 2011 Equity Incentive Plan which, where applicable: (i) may be set on a pre-tax or after-tax basis; (ii) may include or exclude the impact of changes in currency exchange rates; and (iii) may be applied on an absolute or relative basis; (iv) may be valued on a growth of fixed basis; and (v) may be applied on a company-wide, business segment, or individual basis.
Net income
Revenue
Earnings per share diluted
Return on investment
Return on invested capital
Return on equity
Return on net assets
Shareholder returns (either including or excluding dividends) over a specified period of time
Financial return ratios
Cash flow
Amount of expense
Economic profit
Gross profit
Gross profit margin percentage
Operating profit
Operating profit margin percentage
Amount of indebtedness
Debt ratios
Earnings before interest, taxes, depreciation or amortization (or any combination thereof)
Attainment by a share of common stock of a specified market price for a specified period of time
Customer satisfaction survey results
Employee satisfaction survey results
Strategic business criteria, consisting of one or more objectives based on achieving specified revenue, market penetration, or geographic business expansion goals, or cost targets, or goals relating to acquisitions or divestitures, or any combination of the foregoing.

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The performance goals may be determined with or without regard to changes in accounting principles or the application thereof; extraordinary, unusual or non-recurring gains; gains or losses on the sale of assets; acquisitions, divestitures, or necessary financing activities; recapitalizations, including stock splits and dividends; expenses for restructuring activities; and other non-operating items, as specified at the time of grant.
Individual Award Limitations. No employee will be eligible to receive grants of options and stock appreciation rights for more than an aggregate of 750,000 shares during any three-year period (subject to adjustments under Paragraph 13 of the 2011 Equity Incentive Plan). Further, the aggregate number of shares of restricted stock and deferred stock, plus the number of restricted share units and performance share units granted to any one employee during any fiscal year of ManpowerGroup will be limited to 150,000 shares (subject to adjustments as provided under Paragraph 13 of the 2011 Equity Incentive Plan and excluding any such awards that may vest based on continued performance of services only (e.g., time-based vested restricted stock, restricted stock units or deferred stock)).
Other Material Terms of the 2011 Equity Incentive Plan
Common Stock Subject to the 2011 Equity Incentive Plan. The 2011 Equity Incentive Plan currently provides for the grant of nonstatutory stock options, incentive stock options, restricted stock, restricted stock units, performance share units, share appreciation rights (SARs), and deferred stock to employees designated by the committee or the board of directors. The 2011 Equity Incentive Plan also provides for the grant of nonstatutory stock options, restricted stock, restricted stock units, performance share units, SARs and deferred stock to non-employee directors designated by the board of directors.
Administration.    The 2011 Equity Incentive Plan is administered by the board of directors with respect to grants to non-employee directors under the 2011 Equity Incentive Plan. The 2011 Equity Incentive Plan is administered by the committee or the board of directors with respect to grants to employees. The committee will be designated from time to time by the board of directors, and it will be so constituted as to permit grants to be exempt from Section 16(b) of the Securities Exchange Act of 1934 and to permit grants of performance-based compensation under the 2011 Equity Incentive Plan to comply with Section 162(m), or any other statutory rule or regulatory requirements, unless otherwise determined by the board of directors. We refer to the board of directors and the committee as the administrator.
The administrator has sole discretion to determine the employees or directors to whom awards will be granted, the terms and provisions of each such award and to make all other determinations and interpretations which it deems necessary or advisable for the administration of the 2011 Equity Incentive Plan. A decision of the administrator with regard to any of these matters is conclusive and binding.
Duration and Amendment of the 2011 Equity Incentive Plan.    No awards may be granted pursuant to the 2011 Equity Incentive Plan after February 16, 2021. Except to the extent shareholder approval is required under tax, securities or any other applicable law or the listing standards of the New York Stock Exchange, the board of directors may amend, modify or terminate the 2011 Equity Incentive Plan (except in certain cases where participant consent is required).
Except as described below, the administrator may amend, modify or terminate an outstanding award. The administrator may not, without the participant’s consent, amend, modify or terminate an outstanding award unless it determines that the action would not materially and adversely affect the participant or where such amendment or modification is necessary in order for a participant to avoid becoming subject to penalties and/or interest under Section 409A of the Internal Revenue Code. Except in connection with a corporate transaction involving ManpowerGroup (including, without limitation, any stock dividend, stock split, recapitalization, merger, consolidation, combination, or exchange of shares), the administrator may not adjust or amend the exercise price of any outstanding option or SAR whether through amendment, cancellation or replacement grants or any other means.

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Plan Benefits
The following table sets forth the awards and the dollar value of the awards granted under the 2011 Equity Incentive Plan during 2015 to (i) each of our named executive officers, (ii) all executive officers as a group, (iii) all non-employee directors as a group and (iv) all employees other than executive officers as a group.
Name and Position
 
Restricted Stock/RSUs
 
Value of Restricted Stock/RSUs
$(1)
 
Options
 
Value of Options
$(1)
 
Performance Share Units (2)
 
Value of Performance Share
Units
$(1)
 
Deferred Stock
 
Value of Deferred Stock $ (1)
Jonas Prising
 
14,656

 
1,128,072

 
52,078

 
1,128,009

 
43,966

 
3,384,063

 

 

CEO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael J. Van Handel
 
6,756

 
520,009

 
24,008

 
520,013

 
20,268

 
1,560,028

 

 

CFO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Darryl Green
 
9,095

 
700,042

 
32,318

 
700,008

 
27,284

 
2,100,049

 

 

President & COO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ram Chandrashekar
 
3,638

 
280,017

 
12,928

 
280,020

 
10,914

 
840,051

 

 

EVP, Operational Excellence & IT and President, Asia Pacific Middle East
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mara E. Swan
 
3,119

 
240,069

 
11,081

 
240,014

 
9,355

 
720,054

 

 

EVP, Global Strategy & Talent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jeffrey A. Joerres
 
17,286

 
1,330,503

 

 

 
40,334

 
3,104,508

 

 

Former Executive Chairman
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All executive officers as a group
 
38,824

 
2,988,283

 
137,954

 
2,988,084

 
116,465

 
8,964,311

 

 

All non-employee directors as a group
 
12,108

 
825,402

 

 

 

 

 
11,201

 
820,194

All employees other than executive officers as a group
 
107,351

 
8,262,806

 
9,234

 
200,008

 
7,796

 
600,058

 

 

______
(1)
The grant date fair value of awards that are reported in this column have been computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, "Stock Compensation".
(2)
These amounts represent the number of performance share units if target performance is achieved.

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Equity Compensation Plan Information
The following table sets forth information as of December 31, 2015 about shares of our common stock outstanding and available for issuance under our existing equity compensation plans.
 Plan category
 
Number of
securities
to be issued
 upon exercise of outstanding
options, warrants
 and rights as of
December 31, 2015
 
Weighted-average exercise price of outstanding options, warrants and rights as of December 31, 2015
($)
 
Weighted-average contractual term of outstanding options, warrants and rights as of December 31, 2015(years)
 
Number of securities remaining available for future issuance under  equity compensation plans as of December 31, 2015(excluding securities reflected in the first column)(1)
Equity compensation plans approved by security holders
 
2,505,301

 

$69.91

 
3.4

 
4,442,210

Equity compensation plans not approved by security holders
 

 

 

 

Total
 
2,505,301

 

$69.91

 
3.4

 
4,442,210


Vote Required

The affirmative vote of a majority of the votes cast on the proposal is required to approve the proposal. Abstentions and broker non-votes will not be counted as votes cast and, therefore, will have no impact on the approval of the proposal.
The board of directors recommends that you vote FOR the re-approval of the Material Terms of the 2011 Equity Incentive Plan Performance Goals and your proxy will be so voted unless you specify otherwise.

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EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
Table of Contents

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Background

This compensation discussion and analysis describes ManpowerGroup’s executive compensation program for our executive officers for whom disclosure is required under the rules of the Securities and Exchange Commission ("SEC"). We refer to this group of executives as our named executive officers (“NEOs”). ManpowerGroup's NEOs for the year ended December 31, 2015 are the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the three most highly compensated executive officers (other than the CEO and CFO), who were serving as executive officers as of December 31, 2015. Our NEOs also include our former executive chairman, who retired from the Company effective December 30, 2015, and who is required under SEC rules to be included in our compensation disclosures. Our NEOs are listed below with their titles:
 
Jonas Prising —Chief Executive Officer. Mr. Prising additionally became Chairman of the Company on December 31, 2015.
Michael J. Van Handel — Executive Vice President and CFO (1)
Darryl Green — President and Chief Operating Officer
Ram Chandrashekar — Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East
Mara E. Swan — Executive Vice President, Global Strategy and Talent
Jeffrey A. Joerres — Executive Chairman until his retirement from the Company on December 30, 2015
(1)
Effective February 15, 2016, Mr. Van Handel retired as Executive Vice President and CFO and was appointed Senior Executive Vice President.  On that same day, John T. McGinnis became the new Executive Vice President and CFO.  The information in this proxy statement reflects that Mr. Van Handel held the title of CFO during 2015.



Executive Summary
2015 Compensation Reflected Strong 2015 Financial Results
Our executive compensation programs are designed to reward performance, and 2015 was a strong year, with revenue growth in constant currency in most of our markets. Management continued to focus on improving our operating leverage and operational efficiency. These efforts were effective and resulted in meaningful increases in the three key performance metrics we use to incent and reward our NEOs:
Diluted Earnings Per Share (“EPS”) (1) in constant currency was $6.21, an increase from $5.30 in 2014
Return on Invested Capital (“ROIC”) (1) in constant currency was 15.7%, an increase from 14.6% in 2014
Operating Profit Margin Percent (“OPMP”) (1) was 3.65%, an increase from 3.46% in 2014
(1)
EPS, ROIC and OPMP have been calculated for 2015 and 2014 in accordance with our compensation plans. See page 48 for an explanation of the calculations of each of these metrics. For 2015, the Committee exercised negative discretion, and utilized a lower EPS figure of $6.08, rather than $6.21, in calculating annual incentive compensation. This adjustment excluded from the EPS calculation the benefit of significant share repurchases the company completed in 2015, except to the extent necessary to offset dilution resulting from shares issued under equity plans. As reported, EPS and ROIC were $5.40 and 13.6%, respectively.


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Beginning in 2015, our Executive Compensation and Human Resources Committee (the "Committee") determined that our key performance metrics of EPS and ROIC should be calculated and measured on a constant currency basis to ensure that payments under our annual incentives reflect the underlying performance of our businesses. By eliminating the impact of changes in foreign currency exchange rates (for example, the US Dollar appreciated 12% against the Euro in 2015), we are better able to capture year-over-year changes in underlying performance. As such, the EPS and ROIC figures used for compensation purposes and disclosed above are based on constant currency.

We Manage Our Business in Light of Global Macroeconomic Forces, Business Cycles and Complexity

ManpowerGroup derives over 84% of its revenues from outside the United States, with the largest portions coming from the Company’s operating segments in Southern Europe (36%), Northern Europe (28%) and Asia Pacific Middle East (12%). Our business is truly global in nature and complexity, with over 27,000 employees and over 600,000 associates connected with clients worldwide on any given day. Our worldwide network serves global, multinational and local companies in 80 countries and territories. We placed approximately 3.4 million people in jobs in 2015, and provided a broad range of workforce solutions including recruitment and assessment, training and development, career management, outsourcing and workforce consulting.

Our results are highly dependent on labor market conditions, business cycles and other macroeconomic forces. During periods of recovery, we typically expect to see improvements in revenue, operating profit margin, and ROIC. During declines in the economic cycle, or periods of economic uncertainty, our revenue will often decline as our clients scale back use of our services due to reduced demand for their products and services. We have used periods of economic weakness and uncertainty to streamline our cost structure, such as the simplification and cost recalibration plan we began in 2012 and 2013. Despite an uneven global economic recovery, our strong operating discipline contributed to an increase in earnings of 12.8% in constant currency, or -2.0% as reported, for ManpowerGroup in 2015.

Our Executive Pay is Designed to be Variable and Affordable

We believe the interests of our shareholders are served when strong operating performance drives enhanced financial performance. Therefore, the pay for our CEO and our other senior executives is closely aligned with our results, and their compensation varies year-over-year based on whether they have achieved collective and individual performance goals set by our Committee. This also reflects our philosophy of affordability — compensation is higher when our executives have delivered financial results that make it affordable for the Company and lower when financial results decline and make it less affordable for the Company.










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We Focus on Three Key Performance Metrics
In 2015, we continued to focus on three performance metrics that we believe reflect whether we are running our businesses successfully for our shareholders.
Earnings Per Share.    Focuses our NEOs on producing financial results that align with the interests of our shareholders. We believe this metric is a critical measure of executive performance.
Return on Invested Capital.    Even though we operate in the services industry, our business is capital intensive. We must pay our associates and consultants before we typically bill and collect from our clients. Our “ROIC” metric measures how efficiently and quickly we are converting our services into cash.
Operating Profit Margin Percent.    Measures how efficiently our NEOs have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits.
In addition to these three metrics, the Committee also sets individual operating objectives for each executive officer.

We Utilize a Broad Group of Comparators for Compensation

It is difficult to find an industry-specific group of peer companies for benchmarking our executive compensation. We are significantly larger than other U.S.-listed companies in our industry (with $19.3 billion in revenue in 2015, compared to $5.5 billion of our nearest U.S.-listed competitor). Our two largest competitors, Adecco and Randstad, are based in Europe, and although the Committee reviews available compensation data for these two companies, their pay practices are different, and full compensation information is not disclosed. To ensure that we are utilizing meaningful data, the Committee’s independent compensation consultant, Mercer, has customized a peer group, which consists of 85 companies within the S&P 500 and is designed to properly benchmark our NEOs' compensation against the relevant talent marketplace. The Committee believes that using this group provides a robust basis for comparing us to companies of similar scale and also represents the universe of top-tier companies we consider when looking for executive talent. The median revenue of the peers approximates that of ManpowerGroup, with a range of 70% to approximately 200% of our revenue.

Key Compensation and Governance Policies

We were pleased that our shareholders overwhelmingly approved the non-binding advisory vote on our executive compensation in 2015 with approximately 96% of votes cast in favor of the proposal. The Committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our shareholders. Some of our key policies are summarized below:

What We Do:
 
We tie pay to performance, including the use of performance share units. The majority of executive pay is variable.
We use double triggers in our severance agreements and our equity awards.
We maintain significant stock ownership guidelines for our NEOs.
The Committee engages an independent compensation consultant that works solely in support of the Committee.


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We listen to our shareholders. In addition to an annual “say-on-pay” advisory vote, we regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation. In 2015, we met with many of our largest shareholders to review these topics and ensure our programs are well-understood and consistent with their expectations.
We adjust our programs based on shareholder input. For example, in the past, we received comments that the performance period we utilized in our performance share unit program was too short. Based on that feedback, beginning in 2014, the Committee moved the performance period for our performance share units to a 3-year, rather than a 1-year, measurement period.

What We Don’t Do:
We do not reward our NEOs on Total Shareholder Return (“TSR”) as a performance metric. In our experience, our stock price can rise or fall quickly, often in advance of perceived changes in the global business climate. These fluctuations are often de-coupled from the fundamentals of our business. We believe other performance metrics are more effective at incenting executive performance, and we do not make use of TSR. Instead, our Committee sets meaningful targets each year for our three key metrics.
We do not provide tax gross up payments for any amounts considered excess parachute payments.
We do not pay dividends on performance share units.
We do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction.
We do not permit executives to engage in short-selling of ManpowerGroup securities or trading in puts and calls on ManpowerGroup securities.
We do not permit our NEOs to pledge shares of our common stock.
We do not provide excessive perquisites to our NEOs.

We Maintain Strong Compensation and Corporate Governance Practices:

Over the years we have continued to enhance our compensation and corporate governance practices:
Use ROIC as a key performance metric:   We replaced Economic Profit with ROIC to more clearly measure how effectively we are using our capital.
Return to 3-year performance period for performance share units:    We returned to a 3-year performance period for performance share units to better align the interests of executive officers with long-term shareholder value.
Further Expanded Use of Performance-Based Equity:    We modified our long-term incentive program to increase our use of performance share units to represent over 60% of long-term equity grants to all of our NEOs.
Elimination of classified board:    We eliminated our classified board structure and hold annual elections of directors.
Strengthened role of lead director:    We eliminated a practice in which we rotated our lead director annually. Today, our board appoints a lead director with the intent that the individual will serve for at least three years. The roles and responsibilities of the lead director have been clarified, and the lead director receives additional compensation for serving in this role.


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Adoption of clawback policy:    Even though the SEC has not adopted final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding clawback requirements, we believe it is an important feature of an executive compensation program. Under our clawback policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, it may revoke any outstanding awards, including cash incentives or equity awards, that were received as a result of the misconduct.
Tightened Stock Ownership Guidelines:    Senior executives who have not met their individual ownership requirement must hold 50% of any of the shares they receive from an exercise or vesting of awards until the requirement is satisfied.

CEO Compensation Continues to Follow our Guiding Principle of Pay-For-Performance

We remain committed to performance-based compensation. Approximately 73% of Mr. Prising’s 2015 target compensation was tied to Company performance and 87% of his total pay was variable. As a result of our strong financial performance in 2015, Mr. Prising’s total compensation in 2015 was 108% of target. The discussion below highlights each component of Mr. Prising’s compensation in 2015.

Annual Cash Incentive: Payout Was 139% of Target.    In light of the financial performance of the Company and the Committee’s assessment of Mr. Prising’s achievement of his operating objectives as CEO, Mr. Prising’s annual cash incentive payout was 139% of target.

The following table shows the actual cash incentive payout to Mr. Prising for 2015:
 
 
2015 Actual
Payout $
 
% Compared to
Target
EPS Goal
 
811,800

 
123
%
ROIC Goal
 
891,000

 
135
%
Operating Objectives
 
597,200

 
181
%
Total ($)
 
2,300,000

 
139
%
Long-Term Equity Awards: Approximately 60% are Based on Performance.    Mr. Prising’s 2015 compensation package included three long-term equity components:
Approximately 60% of long-term awards were performance share units. Similar to 2014, these performance share units use a three-year performance period. They are calibrated to Operating Profit Margin Percent, which the Committee believes correctly focuses executive officers on long-term profitability. Following completion of the 2015-2017 performance period, the Committee will compare Operating Profit Margin Percent performance against target levels.
Approximately 20% of long-term awards were stock options that vest over a four year period.
Approximately 20% of long-term awards were restricted stock units that cliff vest in full after three years.









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Realizable Pay Reflected Stock Price Fluctuations.    Although we do not utilize TSR as a performance metric, we calculated realizable pay for Mr. Prising to show the impact of Company performance and stock price on his compensation granted or awarded during the year. The Company enjoyed strong operating performance in 2015 and stock price appreciation from $68.17 on January 1, 2015 to $84.29 as of December 31, 2015. However, the year-end price of $84.29 as of December 31, 2015 resulted in Mr. Prising’s calculated realizable pay being $8.7 million for 2015. This is slightly less than his total compensation of $9.1 million shown in the Summary Compensation Table using SEC reporting methodology because the intrinsic value of his stock options at the end of the year was less than the fair value of the options at the date of grant as reported in the Summary Compensation Table. In 2014, Mr. Prising's realizable pay was substantially less than his reported compensation, despite strong operating performance, due to the decline in the Company's stock price in 2014. See page 58 for further details.
Other Compensation Was Limited.    The level of perquisites provided to Mr. Prising is limited. In 2015, we provided a car lease to him under our broad-based auto program, in which Mr. Prising was responsible for 25% of the lease payments. Effective February 2016, Mr. Prising is no longer participating in that program. We also reimburse him for financial planning expenses which are capped at $12,000 per year. Besides these two items, Other Compensation in 2015 also included a company match and profit sharing contribution under our Nonqualified Savings Plan, in which Mr. Prising has elected to participate. Mr. Prising does not have a current pension plan, and does not participate in the Company’s 401(k) plan.


Objectives of Compensation Program
In making decisions regarding compensation elements, program features and compensation award levels, ManpowerGroup is guided by a series of principles, listed below. Within the framework of these principles, ManpowerGroup considers governance trends, the competitive market, corporate, business unit and individual results, and various individual factors.
ManpowerGroup’s executive compensation guiding principles are to:
 
Pay for results:    We tie a significant portion of compensation to the achievement of Company and business unit goals as well as to recognize individual accomplishments that contribute to ManpowerGroup’s success. For example, in 2015, approximately 60% of the CEO’s and 57% of the CFO’s target compensation, respectively, (and approximately 57% for the other NEOs) was tied to short- and long-term financial performance goals.
Not pay for failure:    We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure. In 2015, all of the executives met at least the threshold level for each performance-based incentive element.
Align with shareholder interests:    The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, performance share units, which make up approximately 40% of target compensation for both the CEO and CFO, respectively, are tied to operating profit margin, an incentive correlated with shareholder value because the higher the profit margin, the more valuable the Company becomes. Stock options and restricted stock units are directly aligned with shareholders’ economic interests as the ultimate value the NEOs realize is dependent upon the value of our stock. In addition, a substantial portion of the annual cash incentive awards paid to our CEO and CFO are based on achievement of EPS and ROIC goals for the year.
Pay competitively:    In order for ManpowerGroup to be successful, we need senior executives who have the capability and experience to operate in a global and complex environment. The Committee

35


believes it must provide pay opportunities to the NEOs that are competitive in order to attract and retain executives of this caliber.
Balance cash and equity:    We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company.
Use internal and external performance reference points:    We evaluate the elements of our compensation program against appropriate comparator company practices as well as other executives within the Company with the same responsibilities and experience. However, identifying our competitive market is a challenge. See page 43 for further information regarding our competitive market.
Recognize the cyclical nature of our business:    Our business is highly cyclical and our financial results are impacted by global economic cycles, which are difficult to predict. In determining executive compensation, the Committee tries to strike an appropriate balance between fixed and variable pay, and to create meaningful incentives at all points in an economic cycle.
Attract and retain executives:    The Company structures its compensation program for the NEOs so that the overall target outcome generally falls within the median of the competitive market. The Committee believes this is the appropriate level to provide in order to attract and retain executives with the experience and capabilities we need.
Assure total compensation is affordable:    Our NEOs’ compensation is variable year-over-year, which means compensation is higher when financial objectives are achieved and incremental compensation is more affordable for the Company and compensation is lower when financial results decline and it is less affordable for the Company. In addition, payouts under the annual cash incentive plan and the performance share units are capped at the outstanding performance levels, which make the maximum cost predictable and ensures affordability.
Clearly communicate plans so that they are understood:    We clearly communicate to each NEO their specific goals, targets and objectives under the various elements of the compensation program to ensure our executives are focused on achieving the financial and operational results that the Committee believes will best promote shareholder value.

Say on Pay and Say on Frequency Votes
ManpowerGroup held a non-binding shareholder advisory vote at its 2015 Annual Meeting of Shareholders to approve the compensation of ManpowerGroup’s NEOs, also known as “Say on Pay.” This shareholder resolution was approved by approximately 96% of the votes cast, similar to 2014. We believe our annual “say on pay” vote represents an important opportunity for our shareholders to respond to our executive compensation programs. Because of the high shareholder approval ratings in both 2014 and 2015, which we believe demonstrates our shareholders' satisfaction with the alignment of our NEOs' compensation with the Company's performance, we did not make significant changes to the compensation program for 2016.
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that shareholder votes on the frequency of Say on Pay be held at least once every 6 years. The next shareholder vote on frequency will occur at the Company's 2017 Annual Meeting of Shareholders.

Shareholder Engagement
The Board of Directors believes shareholder engagement is an important part of its governance practices. In 2015, members of executive management engaged with many of the Company's largest shareholders to provide perspective on the Company's governance structure and compensation philosophies and to ensure that the Board of Directors and management understand and address the issues that are important to our shareholders.

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Compensation Elements
The following are the main elements used by ManpowerGroup in its compensation program in 2015 along with key decisions by the Committee related to those elements:
2015 Compensation Program Elements
Compensation
Element
 
Key
Characteristics
 
Objective and Determination
 
2015 Decisions
 
 
 
 
 
 
Base
Salary
 
Fixed compensation for performing the core areas of responsibility in amounts that are competitive in the markets in which we operate.
 
Provide a fixed compensation for performing the core areas of responsibility of the NEO. These are reviewed annually and adjusted when appropriate.
 
Factors used to determine base salaries:
 
•  NEO’s experience, skill, and performance.
 
•  The breadth of the NEO’s responsibilities.
 
•  Internal equity among other NEOs.
 
•  Pay relative to market.
 
•  None of the NEOs received an increase in base salary in 2015.
 
•  Mr. Prising's and Mr. Green's 2015 salary in the Summary Compensation Table on page 61 reflects a full year as CEO and COO, respectively.
 
•  Mr. Joerres received a decrease in his base salary in connection with his continued transition to the role of Executive Chairman. Mr. Joerres retired from the Company on December 30, 2015.
 
 
 
 
Annual
Incentive
Award
 
Variable compensation payable in cash based on performance against annually established goals and assessment of individual performance.
 
Motivate and reward NEOs for achievement of key strategic, operational and financial measures over the year.
 
Measures used to determine annual incentive:
 
•  The maximum aggregate annual incentives earned by the NEOs subject to the Manpower Inc. Corporate Senior Management Annual Incentive Pool Plan (“Pool Plan”) cannot exceed a certain percentage of gross profit (the “Pool”). Each NEO in the Pool Plan cannot earn more than his or her allocated portion of the Pool. The annual incentive is further limited by the Committee’s negative discretion.

 
•  The Pool for 2015 was $24.7 million. Mr. Prising’s portion of the Pool for 2015 was $5.9 million. However, the individual limit under the Pool Plan
is $5 million, which was less than his share of the Pool.
 
•  Each participant in the Pool Plan received an incentive significantly below his or her allocated portion of the Pool.
 
•  The EPS and ROIC levels achieved were above the target levels.


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Compensation
Element
 
Key
Characteristics
 
Objective and Determination
 
2015 Decisions
 
 
 
 
 
 
 
 
 
 
•  The Committee uses performance metrics and individual operating objectives to determine the actual payout to the NEOs.
 
•  The performance metrics used to determine NEOs annual incentive were:
 
•  EPS and ROIC for all NEOs.
 
•  Adjusted Operating Unit Profit (AOUP) for Mr. Chandrashekar, who has responsibility for an operating unit (e.g. for a geographical region). See page 49 for the definition of AOUP.
 
•  The AOUP level for Mr. Chandrashekar was between the Threshold and Target level.
 
•  Each of the NEOs received a percentage of their incentive for achieving a specified level of the operating objectives.
 
•  See page 47 for more information.
 
 
 
 
 
 
 
Performance Share Units
 
Variable compensation payable in shares of stock.

The performance share units vest based on achievement of a pre-established performance metric over a period of time. If goals are not met, shares are not received.
 
Motivate and reward NEOs for performance against long-term financial objectives to align the interests of the NEOs with long-term shareholder value. Target amount awarded is determined based on job scope, market practice and individual performance.
 
Measures used to determine performance share units earned:
 
•  A threshold level of average operating profit margin percent must be achieved during the 2015-2017 performance period to receive any PSU vesting.
 
•  Payout levels for threshold, target and outstanding results are determined, and the actual payout percentage is calculated by interpolation.
 
•  However, if average operating profit does not meet a certain pre-determined dollar “gate” over the 2015-2017 performance period, NEOs will not receive more than 100% of the target level payout.
 
•    In 2015, performance share units represented approximately 60% of the total long-term equity incentive grants awarded to all of the NEOs. In the case of Mr. Joerres this figure exceeded 70%.
 
•    See page 54 for more information.

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Compensation
Element
 
Key
Characteristics
 
Objective and Determination
 
2015 Decisions
 
 
 
 
 
 
Restricted Stock Units
 
Variable compensation payable in shares of stock. 100% of the restricted stock units vest on the third anniversary date.
 
•  Restricted stock units cliff vest in full after three years and are paid in stock.
 
•  Through stock price and dividend equivalents, restricted stock units directly align NEOs with the shareholders and add balance to the compensation program as they provide both upside potential and downside risk and add an additional retention incentive.
 
•  Amount awarded is determined based on job scope, market practice and individual performance.
 
•  Approximately 20% of all of the NEOs' long-term equity incentive grants in 2015 were in the form of restricted stock units. In the case of Mr. Joerres, this figure was approximately 30%.
 
 
 
 
 
 
 
Stock Options
 
Nonqualified stock options that expire in ten years and become exercisable ratably over four years.
 
•  Align the interests of the NEOs with long-term shareholder value as well as retain executive talent. Amount awarded is determined based on job scope, market practice and individual performance.
 
•  Approximately 20% of all of the NEOs’ long-term equity incentive grants in 2015 were in the form of stock options, except for Mr. Joerres who did not receive stock options in 2015.
 
 
 
 
 
 
 
Qualified Retirement Plans
 
None.
 
•  No pension plan benefit in the United States, as we froze the qualified, noncontributory defined benefit pension plan, as well as the nonqualified, noncontributory defined benefit deferred compensation plans as of February 29, 2000.
 
•  No 401(k) plan because of limitation on participation to highly compensated employees under the rules governing such plans, except that NEOs are eligible to participate in the catch-up contributions for individuals over the age of 50. None of the NEOs participate in the catch-up contributions.
 
 

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Compensation
Element
 
Key
Characteristics
 
Objective and Determination
 
2015 Decisions
 
 
 
 
 
 
Nonqualified Savings Plan
 
Similar to a 401(k) plan, however not as flexible in regards to timing of the payouts of the retirement benefits for nonqualified plans. These benefits are unsecured and subject to risk of forfeiture in bankruptcy.
 
•  Used to provide NEOs with reasonably competitive benefits to those in the competitive market.
 
•  Mr. Prising, Mr. Van Handel, Ms. Swan and Mr. Joerres participated in the NQSP in 2015.
 
 
 
 
 
 
 
Career Shares
 
Used selectively by the Committee, taking into account what is most appropriate for an NEO in view of the retention incentive provided by the award. Restricted stock units vest completely on a single date several years into the future.
 
•  Used as a retention incentive in the form of restricted stock units and to supplement deferred compensation benefits to executives. The Committee considers each year whether to make any such grants and to whom.
 
•  None of the NEOs received a career share grant in 2015.
 
 
 
 
 
 
 
Other Benefits
 
Used to attract and retain talent needed in the business.
 
•  Additional benefits include financial planning reimbursement and broad-based automobile benefits, selected benefits for expatriate executives, participation in broad-based employee benefit plans, and certain other benefits required by local law or driven by local market practice.
 
•  Limited participation by the NEOs in these programs.

Pay for Results

Our executive compensation program is designed to motivate our NEOs to contribute to the Company’s long-term performance and success. As such, the following pay components include pay for results features:
Annual Incentive Award:    Performance goal ranges for our cash-based annual incentive award were established for Mr. Prising, Mr. Van Handel, Mr. Green, Ms. Swan and Mr. Joerres for the performance metrics EPS and ROIC. For Mr. Chandrashekar, performance ranges were established for EPS, ROIC and AOUP, since his responsibilities included an operating unit. Award opportunities are established for achievement at threshold, target and outstanding levels. Payouts are generally based on actual performance on these metrics as well as the individual operating objectives for each NEO. However, NEOs who are subject to the Pool Plan cannot receive more than their allocable

40


share of the Pool established under the Pool Plan. The maximum aggregate annual incentives that can be earned by the NEOs under the Pool Plan is determined using a percentage of gross profit. The higher the gross profit, the larger the Pool. See page 47 for further discussion regarding the use of the Pool Plan.

Long-Term Incentive Awards:
Performance Share Units — Approximately 60% of the NEOs’ long-term awards for 2015 were made in the form of performance share units, except for Mr. Joerres where performance share units represented 70% of his long-term awards. As stated earlier, the NEOs receive a certain number of shares of stock at the end of a specified period based on achievement measured against pre-established performance goals for that period, typically operating profit margin percent. Similar to 2014, the Committee used a three-year performance period (2015-2017) for performance share unit awards. Award opportunities are established for achievement at threshold, target and outstanding levels. The Committee believes using operating profit margin percent is appropriate because it is a driver of shareholder value.

Stock Options — Approximately 20% of the NEOs’ long-term awards are made in the form of stock options, except for Mr. Joerres who did not receive a stock option grant in 2015. The Committee believes stock options provide an important overall longer term incentive for the NEOs to try to maximize value of ManpowerGroup’s stock. Because stock options are granted at a specific value on the date of grant, the ultimate compensation realized will depend on the stock price at the time of exercise.

Target Total Compensation
Target total compensation is the value of the compensation package that is intended to be delivered based on performance against pre-established goals. The following chart illustrates for each of the NEOs the composition of his or her target total compensation for 2015 among the various compensation elements:
The Committee’s compensation consultant, Mercer, provides the Committee with market data that is used in setting target levels for compensation for the NEOs. Actual compensation paid out to the NEOs in a given year may vary significantly from the target levels depending on the actual performance achieved under the pre-established financial and operating goals set by the Committee. The target compensation is detailed for each

41


NEO in the following table. This table outlines the values of the various elements and the percentage of each NEO’s total target compensation package that is variable (both short- and long-term) and performance-based (both short- and long-term).
2015 NEO Target Compensation
NEO
 
Base
Salary
 
Annual
Incentive
 
Stock
Options(1)
 
Performance
Share
Units(1)
 
Restricted
Stock
Units(1)
 
Total 2015
Target
Comp
 
% Total
Variable
2015
Target
Comp(2)
 
% Total
2015 Target
Comp
Performance-
Based(3)
 
 
$
 
$
 
$
 
$
 
$
 
$
 
 
 
 
Jonas Prising
 
1,100,000

 
1,650,000

 
1,128,009

 
3,384,063

 
1,128,072

 
8,390,144

 
87
%
 
73
%
Michael J. Van Handel
 
660,000

 
660,000

 
520,013

 
1,560,028

 
520,009

 
3,920,050

 
83
%
 
70
%
Darryl Green
 
800,000

 
800,000

 
700,008

 
2,100,049

 
700,042

 
5,100,099

 
84
%
 
71
%
Ram Chandrashekar
 
568,035

 
426,026

 
280,020

 
840,051

 
280,017

 
2,394,149

 
76
%
 
65
%
Mara E. Swan
 
560,000

 
420,000

 
240,014

 
720,054

 
240,069

 
2,180,137

 
74
%
 
63
%
Jeffrey A. Joerres
 
900,000

 
1,125,000

 

 
3,104,508

 
1,330,503

 
6,460,011

 
86
%
 
65
%
    
(1)
The value of equity awards in this table represents the grant date fair value of the equity awards at the target levels granted in 2015, as computed in accordance with FASB ASC Topic 718.
(2)
Includes annual incentive, stock options, performance share units and restricted stock units.
(3)
Includes annual incentive, stock options and performance share units.
Balancing Short- and Long-Term Compensation
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.

The following chart details how incentive compensation is allocated between short-term (annual cash incentive) and long-term incentive compensation (stock options, performance share units and restricted stock units) for each of the NEOs.

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Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market

The Company’s practice is to target compensation outcomes generally to the 50th percentile of compensation paid in the competitive market for target results. Our maximum award opportunities for outstanding results are generally set to approximate the 75th percentile of the competitive market. This is not strictly formulaic and some compensation levels or award opportunities may fall above or below the reference points. When setting each component of compensation, the Company takes into consideration the allocation of awards in the competitive market between current cash compensation and non-cash compensation including stock options, performance share units and restricted stock units.

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

Our Committee has devoted considerable effort to identifying an appropriate competitive market for benchmarking our executive compensation, given that we are significantly larger and more global in scope than other U.S.-listed companies in our industry. The following outlines the analysis by the Committee, and its independent compensation consultant, Mercer, to develop meaningful peer groups.

The Committee primarily utilizes a customized peer group developed by Mercer consisting of companies within the S&P 500. For ManpowerGroup, Mercer has removed companies that are not comparable to us, to arrive at a research subset of 85 companies within the S&P 500 with minimum revenues of approximately $14 billion, maximum revenues of approximately $39 billion, and median revenues of $21 billion. The Committee believes that using this group provides a robust basis for assessing the competitive range of compensation for senior executives of companies of ManpowerGroup’s scale and that it also represents the universe of top-tier companies we consider when looking for executive talent. A list of the companies included in the peer group used by ManpowerGroup in 2015 is attached as Appendix C-1.

One reason we utilize the customized set of comparison companies is that it is difficult to find an industry-specific group of peer companies. 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 full compensation data is not disclosed. Our nearest U.S. public competitor had revenue of approximately $5.5 billion in 2015 compared to our revenue of $19.3 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 meaningful data.

The Committee secondarily utilizes 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 each NEO’s position. For the CEO and CFO, their positions were typically compared to companies within the subset group of the S&P 500. For the Executive Chairman, the Committee reviewed data regarding the relationship of the position to CEO pay for S&P 500 companies with an Executive Chairman. For NEOs with responsibility for leading a business unit, their positions were compared with U.S. compensation survey data of similar sized groups and divisions. Compensation for global functional leaders was compared against U.S. compensation survey data recommended by Mercer for executives with similar roles and responsibilities, but not against the subset of S&P 500 companies. For executives whose positions were located outside of the U.S, ManpowerGroup also took into account international (regional and local) compensation survey data in an effort to set compensation that is not only equitable among the members of a global team, but also competitive within the global markets where ManpowerGroup competes for talent.


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Market data utilized by the Committee for benchmarking included the following survey data recommended by Mercer:
NEO
  
Market Data Utilized
Mr. Prising
  
S&P 500 Data for CEOs (Chairman and non-Chairman)
  
U.S. Published Surveys for CEOs
Mr. Van Handel
  
S&P 500 Data for CFOs
  
U.S. Published Surveys of CFOs
Mr. Green
  
S&P 500 Data of Top Division Executives
  
U.S. Published Surveys of Top Division Executives
Mr. Chandrashekar
  
U.S. Published Surveys of Top Division Executives
  
S&P 500 Data of Top Division Executives
  
Asia Published Survey for Top Divisional Executives
Ms. Swan
  
U.S. Published Survey of Top HR Executives
Mr. Joerres 
  
Relationship of Executive Chairman pay to CEO pay of S&P 500 companies

Finally, the Committee does make use of the comparison data from staffing industry competitors, but only to consider the executive compensation practices of these firms. As noted above, the Committee believes the executive positions at these companies are not comparable in scope and complexity to the NEO positions at ManpowerGroup. Therefore, the Committee does not believe that the compensation levels paid to executives at these companies provide an appropriate indicator of the competitive market for ManpowerGroup NEOs. A list of the companies in the industry-specific comparator group is attached as Appendix D-1.

For our NEOs, the following table illustrates how the total opportunity at target performance for total direct compensation for 2015 compared to the median compensation of executives in similar positions taken from the composite of the peer group and U.S. survey data considered.

Total Direct Compensation
 
 
% Variance to Median of
Competitive Market
NEO
Subset of S&P 500/
U.S. Survey Data Composite
Jonas Prising
(29)%
Michael J. Van Handel
24%
Darryl Green
27%
Ram Chandrashekar(1)
103%
Mara E. Swan(2)
34%
Jeffrey A. Joerres
4%

----------------

(1)
In 2015, Mr. Chandrashekar was based in Asia, and international survey data was also used as a secondary source in setting his compensation. Such international data is not included in the composite reflected in this table.
(2)
Compensation for Ms. Swan, who is a global functional leader, was compared against U.S. compensation survey data recommended by Mercer, but not against the subset of S&P 500 companies.
 
Mr. Prising’s target compensation falls below the median total direct compensation when benchmarked against survey data for CEOs. The Committee determined this was appropriate because Mr. Prising's tenure as CEO is less than two years. For Mr. Chandrashekar, his compensation is above the median of any roles his

44


compensation was compared against because of his multiple roles and responsibilities, which the Committee determined was appropriate. For all other NEOs, the Committee determined their target compensation was within a suitable range of the median.

Assessing Individual Factors

An individual NEO’s total compensation or any element of compensation may be adjusted upwards or downwards relative to the competitive market based on a subjective consideration of the NEO’s experience, potential, tenure and results (individual and relevant organizational results), internal equity (which means that comparably positioned executives within ManpowerGroup should have comparable award opportunities), the NEO’s historical compensation, and any retention concerns. The Committee uses a historical compensation report to review the compensation and benefits provided to each NEO in connection with its compensation decisions concerning that NEO.

How the Committee Determines Compensation Levels

The Committee determines the CEO compensation levels, including base salary, establishing and determining the achievement of the financial goals and operating objectives for the annual cash incentives, and any equity-based compensation awards, subject to ratification by the board of directors. Generally, the CEO establishes and determines the achievement of the goals and objectives for the annual incentive 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. In the case of the former Executive Chairman, however, these determinations were made by the Committee without recommendation from the CEO, and were then presented to the board of directors for ratification. Mercer also provided input to the Committee regarding the final 2015 compensation for all of the NEOs. This input reflected the Company's performance results for 2015, 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, CFO and President is subject to ratification by the board of directors. Accordingly, the determinations for Mr. Prising, Mr. Van Handel, and Mr. Green, as well as Mr. Joerres, were ratified by the board of directors.

Setting Annual Incentive Goals and Equity Awards for Mr. Prising

The annual financial goals for the CEO are based on EPS and ROIC for the year. The process begins with collaboration between Mercer and the CFO. Mercer then reviews this outcome with the chair of the Committee, who makes a preliminary decision about the goals. The full Committee then reviews and determines the goals and range of award opportunities for achievement of the goals, including the weighting of each goal for the CEO, subject to ratification by the board of directors. In determining these goals, the Committee considers financial information including historical and projected earnings growth, the prior year financial results and the Company’s expected financial performance for the current year, consulting with management, including financial personnel, and Mercer.

Setting the operating objectives for the CEO begins with the CEO recommending to the Committee the objectives for himself for the year. The Committee reviews and ultimately approves these operating objectives, subject to any adjustments, in the context of ManpowerGroup’s strategic and financial plans.

At each compensation committee meeting during the year, the Committee reviews the progress the CEO is making towards the achievement of his financial goals for the year. After the close of each year, the Committee reviews and approves, subject to ratification by the board of directors, an award amount for the annual cash incentive based on whether the annual objective financial goals have been achieved, the pool allocation earned under the Pool Plan, and based on the CEO’s performance towards each of his annual operating objectives.

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The Committee will generally determine and approve equity awards to the CEO and the related vesting schedules, at its regularly scheduled meeting in February each year, subject to ratification by the board of directors. The grant date for the awards is the date the Committee approves the awards. The exercise price for any options granted is the closing price on the date of grant.

As part of the decision making process for the CEO’s compensation matters, any decisions of the Committee or ratifications by the board of directors regarding the CEO’s compensation, are done in executive session without any other management present.

Setting Annual Incentive Goals and Equity Awards for Messrs. Van Handel, Green, Chandrashekar and Ms. Swan

The process for setting the annual financial goals for the other NEOs begins with the CEO and CFO selecting the objective financial metrics and establishing proposed goals for those selected metrics for each of the NEOs. The EPS and ROIC metric is used for each NEO, with the same goals as those used for the CEO. The CEO and CFO determine the proposed goals and award opportunities for Mr. Chandrashekar’s other objective financial metric, AOUP. The Committee reviews these recommended financial goals, makes any adjustments it deems appropriate and then approves the financial goals and range of award opportunities, including the weighting of each goal.

For 2015, Mr. Prising approved the operating objectives for Messrs. Van Handel, Green, Chandrashekar and Ms. Swan.

After the close of each year, the Committee reviews and approves an award amount for the annual incentive to each NEO based on achievement of the NEO’s annual objective financial goals and the pool allocation earned under the Pool Plan. The CEO determines the amount of any award to each of the NEOs for performance towards each of their annual operating objectives. The CEO presents the recommended award for each NEO to the Committee for its review and approval, subject to ratification by the board of directors for Mr. Van Handel and Mr. Green.

The Committee generally determines and approves equity awards to the other NEOs, including vesting schedules, at its regularly scheduled meeting in February each year, subject to ratification of the board of directors in the case of Mr. Van Handel and Mr. Green. These are generally based on recommendations by the CEO (although not with regard to himself). The Committee may make grants to NEOs at other times during the year, as it deems appropriate. The grant date for the awards is the date the Committee approves the awards. The exercise price for any options granted is the closing price on the date of grant.

Setting Annual Incentive Goals and Equity Awards for Mr. Joerres

The process for the former Executive Chairman was similar to the process for the CEO. The annual financial goals for the former Executive Chairman were based on EPS and ROIC for the year. The Committee reviewed and determined the goals and range of award opportunities for achievement of the goals, including the weighting of each goal, subject to ratification by the board of directors. The former Executive Chairman recommended operating objectives for himself, and the Committee reviewed and ultimately approved these operating objectives, subject to any adjustments, in the context of ManpowerGroup's strategic and financial plans.

At each compensation committee meeting during the year, the Committee reviewed the progress the Executive Chairman made towards the achievement of his financial goals for the year. As Mr. Joerres retired on December 30, 2015, under the terms of the Pool Plan, Mr. Joerres would not have been eligible to receive any annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light

46


of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015, based on actual performance results for the objectives approved for him in February 2015. In February 2016, the Committee reviewed and approved, and the board of directors subsequently ratified, an award amount for the annual cash incentive for Mr. Joerres, taking into account the pool allocation earned under the Pool Plan, the annual objective financial goals achieved, and his performance towards each of his annual operating objectives.

The Committee determined and approved equity awards and the related vesting schedules for Mr. Joerres as Executive Chairman, at its regularly scheduled meeting in February 2015, which were subsequently ratified by the board of directors. The grant date for the awards was the date the Committee approved the awards.

As part of the decision making process for the Executive Chairman’s compensation matters, any decisions of the Committee or ratifications by the board of directors regarding his compensation, were done in executive session without any other management present.

Components of the 2015 Executive Compensation Program

Base Salary

Base salaries for NEOs are set near the median of base salaries paid in the relevant competitive market, for the particular position, subject to individual performance factors as described earlier. None of the NEOs received an increase in base salary in 2015. Mr. Prising and Mr. Green's 2015 salary in the Summary Compensation Table on page 61 reflects a full year as CEO and COO, respectively. Mr. Joerres’ base salary decreased to $900,000 effective February 10, 2015, due to his continued decrease in responsibilities.

Base salary levels affect the value of the annual incentive awarded to the NEOs because the incentive award 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 benefit 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.

Annual Cash Incentives

Pool Plan

As stated earlier, in 2011 our shareholders approved the Corporate Senior Management Annual Incentive Pool Plan (the “Pool Plan”). The design of the Pool Plan sets maximum incentive levels for executives subject to the plan, and then enables the Committee to use negative discretion to establish actual incentives for our NEOs. This is done based on a subjective assessment of the individual’s achievements and performance and overall contribution to the Company and even more importantly, based on the Committee’s assessment of performance towards the pre-specified financial goals and operating objectives which are set at the beginning of the year. The Pool Plan is designed to maintain our ability to deduct the incentives to the greatest extent permitted under Section 162(m) of the Internal Revenue Code.

In February 2016, the Committee approved an amendment to the Pool Plan so that any participant who retires during the year would be entitled to a pro-rata portion of their annual incentive for that year, based on actual performance. Prior to the amendment, a participant who retired prior to December 31 of a given year would not be eligible for any incentive for that year, unless otherwise determined by the Committee.
 
For 2015, the Committee determined that the aggregate annual cash incentive awards for the NEOs who are subject to the Pool Plan cannot exceed .75% percent of gross profit. The maximum amount of the individual awards for each participating NEO will be the lesser of the shareholder approved maximum individual payout

47


under the Pool Plan of $5.0 million or a percentage of the gross profit pool as approved by the Committee in advance. The total incentive payout to executives cannot exceed 100% of the pool. During the first quarter of 2015, the Committee approved the pool allocations for each of the NEOs as follows: Mr. Prising (24%), Mr. Van Handel (10%), Mr. Green (12%), Mr. Chandrashekar (7%), Ms. Swan (7%), and Mr. Joerres (18%) with the balance of the pool being allocated to other executives and for any new executives hired or promoted during the year. Within this structure, the Committee uses negative discretion to determine incentives for our NEOs by continuing to use the goals of EPS, ROIC, AOUP and various operational objectives to calculate the amount for each of the NEOs, capped by each executive’s allocable share of the pool. Each of the NEOs who was a participant in the Pool Plan for 2015 received a cash incentive payment significantly less than his or her allocable share of the pool.

How the Committee Sets Underlying Goals for EPS and ROIC

As noted above, the Annual Cash Incentives for NEOs are based on two objective factors – EPS and ROIC – plus regional operating unit performance, where applicable, and individual performance objectives. For EPS and ROIC, the Committee sets target outcomes at a number that reflects an annual growth target. As mentioned earlier, beginning in 2015, the Committee determined to exclude the impact of currency when calculating EPS and ROIC to ensure that payments under our annual incentives reflect the underlying performance of our business. Accordingly, they set the EPS and ROIC targets on a constant currency basis. The calculation of EPS and ROIC are as follows:
 
EPS — net earnings per share — diluted, including net earnings from continuing and discontinued operations, but excluding the impact of currency, any cumulative effects of changes in accounting principles, extraordinary items or goodwill impairment.

ROIC — consolidated net operating profit after taxes divided by average capital. Net operating profit equals earnings before income taxes plus interest expense and goodwill impairment minus taxes, excluding the impact of currency. Average capital is the average monthly ending balance of capital employed plus or minus adjustments.

The EPS target is generally based on the Company’s targeted long-term growth rate for EPS, but may be adjusted year-by-year based on economic conditions and the Company’s expected financial performance for the year. From that target, the Committee then sets levels for threshold and outstanding performance. The threshold EPS growth rate reflects a level of performance that is below target but still appropriate for a partial award to be earned. Conversely, the outstanding EPS growth rate reflects a level of performance appropriate for the maximum incentive to be earned. So the comparisons are valid between the two years, the growth rates are based on growth over results of the previous year excluding non-recurring items.

The ROIC target is then determined based on the earnings growth reflected by the EPS target as well as consideration by the Committee of factors relating to the Company’s level of capital. The other financial performance metrics under the plan used to determine the annual incentives earned by the other NEOs are determined in a similar way, taking into consideration the economic conditions and expected financial performance of each individual region, where applicable, as well as the overall EPS and ROIC targets. This methodology is not the same as the Company’s financial budgeting or business outlook for the year. As a result, target performance for purposes of achieving an incentive award will not be the same as performance at the budgeted financial plan, which may be higher or lower than target performance depending on economic conditions and trends at the time.

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Discussion of Setting Annual Incentive Goals for the NEOs

The Company believes using EPS as a performance goal keeps the NEOs focused on producing financial results that align with shareholder interests. In that regard, ManpowerGroup is in a cyclical business, which is influenced by economic and labor market cycles that are outside of ManpowerGroup’s control, and it is important that the senior executives manage short-term results closely to be able to adjust strategy and execution in quick response to external cycle changes. The Company uses ROIC as a performance goal for the NEOs because it measures how effectively our senior management is converting our services into cash. Although we are a provider of services, and not a manufacturer of products, our business is still highly capital intensive. Our requirement for capital arises from the timing characteristics of our business. We typically pay our associates and consultants before we can bill and collect from our clients. Using an ROIC metric incentivizes our executives to manage our accounts receivable and other capital investments carefully in order to maximize the return on capital deployed. Our goal is to continuously improve our ROIC through year over year increases.

For 2015, the Committee based its EPS and ROIC target levels on the following EPS growth rate goals for threshold, target and outstanding performance:
Goal
 
Threshold
 
Target
 
Outstanding
EPS Growth Rate
 
0%
 
10%
 
29%
In setting the target growth rate, the Committee assumed continuing improvement in global economic conditions. Correspondingly, the growth target for outstanding performance represents what the Committee believes is an appropriate growth rate for outstanding performance. The Committee believes the threshold growth rate is the minimum level at which it was appropriate to earn an incentive mainly due to continued uncertainty in the global economic conditions that existed at the time when the goals were set.

The following table shows the EPS and ROIC goals established by the Committee for 2015, which correspond to the EPS growth targets:
Goal
 
Threshold
 
Target
 
Outstanding
EPS
 
$5.30
 
$5.85
 
$6.85
ROIC
 
13.5%
 
15.0%
 
17.0%

Where an individual executive has specific responsibility for a geographic operating unit, the Committee also uses AOUP as a financial performance metric, to drive profitability in the executive’s business unit, while factoring in the cost of carrying accounts receivable. The calculation of AOUP is as follows:
 
AOUP — Operating unit profit less a cost of net capital.

Operating unit profit is equal to revenues less direct costs and branch and national headquarters operating costs translated into U.S. Dollars in constant currency.

Cost of net capital is average net capital multiplied by 12%. Average net capital equals trade accounts receivable less allowance for doubtful accounts and other miscellaneous adjustments, calculated based on the average of the monthly ending balances, translated in U.S. Dollars using the same exchange rates as used for operating unit profit.


49


Annual Incentive Award Opportunities for Mr. Prising

The Committee determined that EPS and ROIC were the appropriate performance metrics in 2015 for Mr. Prising as the CEO. The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Prising for 2015, as a percentage of his 2015 base salary of $1,100,000:
 
 
Threshold
 
Target
 
Outstanding
EPS goal (weighted 40%)
 
15.0%
 
60.0%
 
120.0%
ROIC goal (weighted 40%)
 
15.0%
 
60.0%
 
120.0%
Operating Objectives (weighted 20%)
 
7.5%
 
30.0%
 
60.0%
Total
 
37.5%
 
150.0%
 
300.0%

The operating objectives for Mr. Prising for 2015 are as follows:
Meet/exceed growth rate of gross profit of certain competitors
Make progress towards strategic plans within each of the brands
Develop a strong team and a robust and diverse talent pipeline, including succession planning for key leadership
Drive continuing transformation of IT operating model and platform to enhance governance and accelerate business performance
The Committee determined that Mr. Prising earned a cash incentive award for 2015 between target and outstanding for all of his financial objectives in 2015. The Committee also approved an incentive award to Mr. Prising based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Mr. Prising as follows:
 
 
Target Award
 
Actual Award
CEO
 
$1,650,000
 
$2,300,000

For 2015, the calculation of EPS for Mr. Prising and the other NEOs was adjusted downward by the Committee, exercising negative discretion to adjust for the impact on EPS of significant share repurchase activity during the year. See page 66 for the calculations for Mr. Prising and the other NEOs.

Annual Incentive Award Opportunities for Mr. Van Handel

Similar to the CEO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. Van Handel as the CFO.

The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Van Handel for 2015, as a percentage of his 2015 base salary of $660,000:
 
 
Threshold
 
Target
 
Outstanding
EPS goal (weighted 40%)
 
10.0%
 
40.0%
 
80.0%
ROIC goal (weighted 40%)
 
10.0%
 
40.0%
 
80.0%
Operating Objectives (weighted 20%)
 
5.0%
 
20.0%
 
40.0%
Total
 
25.0%
 
100.0%
 
200.0%

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The operating objectives for Mr. Van Handel for 2015 are as follows: 
Meet/exceed growth rate of gross profit of certain competitors
Develop diverse leadership that strengthens our capabilities
Work with other senior executives to ensure we increase profits, while balancing investments with growth
Work with CEO to enhance investor relationships

The Committee determined that Mr. Van Handel earned a cash incentive award for 2015 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award for Mr. Van Handel based on its determination of the level of performance towards achievement of his operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Mr. Van Handel as follows:
 
 
Target Award
 
Actual Award
CFO
 
$660,000
 
$920,000

Annual Incentive Award Opportunities for Mr. Green

Similar to the CEO and CFO, the Committee determined EPS and ROIC as the appropriate performance metrics for Mr. Green as President and COO.

The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Green for 2015, as a percentage of his 2015 base salary of $800,000:
 
 
Threshold
 
Target
 
Outstanding
EPS goal (weighted 40%)
 
10.0%
 
40.0%
 
80.0%
ROIC goal (weighted 40%)
 
10.0%
 
40.0%
 
80.0%
Operating Objectives (weighted 20%)
 
5.0%
 
20.0%
 
40.0%
Total
 
25.0%
 
100.0%
 
200.0%
The operating objectives for Mr. Green for 2015 were as follows:
Meet/exceed growth rate of gross profit of certain competitors
Develop diverse leadership that strengthens our capabilities
Accelerate Experis performance in certain skill verticals
Provide operational and strategic insight that aligns with, and supports, the CEO’s objectives
The Committee determined that Mr. Green earned a cash incentive award for 2015 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award to Mr. Green based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Mr. Green as follows:
 
 
Target Award
 
Actual Award
COO
 
$800,000
 
$1,105,000

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Annual Incentive Award Opportunities for Mr. Chandrashekar

The Committee determined that EPS, ROIC and AOUP were the appropriate performance metrics for Mr. Chandrashekar, Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East.

The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Chandrashekar for 2015, as a percentage of his 2015 base salary of $568,035:
 
 
Threshold
 
Target
 
Outstanding
AOUP goal (weighted 40%)
 
10.00%
 
30.00%
 
60.00%
EPS goal (weighted 20%%)
 
5.00%
 
15.00%
 
30.00%
ROIC goal (weighted 20%)
 
5.00%
 
15.00%
 
30.00%
Operating Objectives (weighted 20%)
 
5.00%
 
15.00%
 
30.00%
Total
 
25.0%
 
75.0%
 
150.0%
The operating objectives for Mr. Chandrashekar for 2015 are as follows: 
Meet/exceed growth rate of gross profit of certain competitors
Develop diverse leadership that strengthens our capabilities
Drive continuing transformation of IT operating model and platform to enhance governance and accelerate business performance
Promote operational excellence by enhancing internal reporting, analytics, and focus on execution
The Committee determined that Mr. Chandrashekar earned a cash incentive award for 2015 between threshold and target for AOUP and between target and outstanding for both EPS and ROIC. The Committee also approved an incentive award for Mr. Chandrashekar based on its determination of the level of performance towards achievement of his operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Mr. Chandrashekar as follows:
 
 
Target Award(1)
 
Actual Award(1)
EVP, Operational Excellence and IT, and President, Asia Pacific Middle East
 
$426,026
 
$460,108

(1)
Mr. Chandrashekar’s target award and actual award received have been translated at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr.  Chandrashekar was promoted to Executive Vice President, Operational Excellence and IT and President, Asia Pacific Middle East.

Annual Incentive Award Opportunities for Ms. Swan

The Committee determined EPS and ROIC were the appropriate performance metrics for Ms. Swan, Executive Vice President, Global Strategy and Talent.

The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Ms. Swan for 2015, as a percentage of her 2015 base salary of $560,000:
 
 
Threshold
 
Target
 
Outstanding
EPS goal (weighted 40%)
 
10.00%
 
30.00%
 
60.00%
ROIC goal (weighted 40%)
 
10.00%
 
30.00%
 
60.00%
Operating Objectives (weighted 20%)
 
5.00%
 
15.00%
 
30.00%
Total
 
25.0%
 
75.0%
 
150.0%


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The operating objectives for Ms. Swan for 2015 are as follows:
Meet/exceed growth rate of gross profit of certain competitors
Develop diverse leadership that strengthens our capabilities
Accelerate performance in certain brands by developing a strategic direction that positions the brand for market leadership
Define future desired state and evolution of the client value chain
The Committee determined that Ms. Swan earned a cash incentive award for 2015 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award to Ms. Swan based on its determination of the level of performance towards achievement of her operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Ms. Swan as follows:
 
 
Target Award
 
Actual Award
EVP, Global Strategy and Talent
 
$420,000
 
$580,000

Annual Incentive Award Opportunities for Mr. Joerres

The Committee determined that EPS and ROIC were the appropriate performance metrics for Mr. Joerres for 2015, since he was expected to be substantially involved in the Company until his retirement.

The following chart shows the Committee’s determination of award opportunities for the annual incentive payable to Mr. Joerres as Executive Chairman as a percentage of his 2015 base salary of $900,000:
 
 
Threshold
 
Target
 
Outstanding
EPS goal (weighted 40%)
 
10.0%
 
50.0%
 
100.0%
ROIC goal (weighted 40%)
 
10.0%
 
50.0%
 
100.0%
Operating Objectives (weighted 20%)
 
5.0%
 
25.0%
 
50.0%
Total
 
25.0%
 
125.0%
 
250.0%
The Committee established operating objectives for Mr. Joerres for 2015 as follows :
Continue to ensure a smooth CEO transition and collaborate with the CEO on key initiatives
Provide insights on future organizational needs and market changes
Develop solutions opportunities within the Company's global clients
As stated earlier, as Mr. Joerres retired on December 30, 2015, under the terms of the Pool Plan, he would not have been eligible to receive any annual incentive for 2015, as his employment did not include the last day of the fiscal year. However, in light of Mr. Joerres's retirement and his service throughout 2015, the Committee approved payment to Mr. Joerres of his full annual incentive for 2015, based on actual performance results for the objectives first approved for him in February 2015.

The Committee determined that Mr. Joerres earned a cash incentive award for 2015 between target and outstanding for EPS and ROIC. The Committee also approved an incentive award to Mr. Joerres based on its determination of the level of performance towards achievement of his various operating objectives. Based on these accomplishments, the Committee determined to pay the 2015 award to Mr. Joerres as follows:
 
 
Target Award
 
Actual Award
Former Executive Chairman
 
$1,125,000
 
$1,563,750

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Long-Term Incentives

Each year the Committee determines the appropriate mix of performance share units, stock options and restricted stock grants 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 has determined that the performance needs of the Company are best met through a package of awards for the NEOs made up of 60% performance share units, 20% stock options and 20% restricted stock units. We believe this will further align the NEOs’ interests with long-term shareholder value, particularly as 60% of the awards vest based on performance criteria. For Mr. Joerres, the Committee determined his awards were made of 70% performance share units and 30% restricted stock units. He was not granted stock options in 2015. The performance share units, stock options and restricted stock units awarded in 2015 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 64.

Performance share units.    For the performance share units granted in 2015, vesting will be based on achievement of a pre-established goal for average operating profit margin percent, over a three year period. The Committee believes operating profit margin percent correctly focuses executive officers on the long-term profitability of the Company. Following completion of the 2015-2017 performance period, the Committee will compare operating profit margin percent performance against target levels.

The following table shows the goals established by the Committee for the 2015-2017 performance period for these performance share units and the associated payout percentage:
 
 
Threshold
 
Target
 
Outstanding
Average Operating Profit Margin Percent 2015-2017
 
2.60%
 
3.60%
 
4.10%
Payout Percentage
 
50%
 
100%
 
200%

To determine the average operating profit margin percent at the end of the three year period, the actual performance results from each year will be averaged to determine the three-year average performance results. The final award will be determined by using the three-year payout scale relative to the 3-year average performance.

An operating profit “gate” was also established for the performance share units to ensure operating profit margins are achieved without significantly decreasing revenues. This gate was set at $595.0 million, meaning participants cannot receive more than 100% of the target level payout unless average operating profit for the 2015-2017 performance period exceeds $595.0 million.

In February 2013, the Committee approved a special performance share unit grant to Mr. Chandrashekar, who was serving as Senior Vice President, Operational Excellence and IT at the time of grant, for 7,610 shares at the target level. The number of performance shares that could be earned under this grant was based on the performance goal of reducing the Company's selling and administrative expenses as a percent of gross profit. The measurement period for achievement of this performance goal was the 2015 calendar year. Goals were set at the target and outstanding levels. If performance fell below the target level, Mr. Chandrashekar would not receive any of the performance units granted. At the target performance level, Mr. Chandrashekar would earn 100% of the performance share units granted and at the outstanding performance level, Mr. Chandrashekar would earn 150% of the performance share units granted. Any performance shares earned will vest on July 1, 2016.

At the conclusion of the 2015 performance period, the committee determined the Company's selling and administrative expenses as a percent of gross profit was between the target and outstanding level, and approved a performance payout of 124%. Accordingly, Mr. Chandrashekar earned 9,436 performance share units, which will vest in the form of common stock in July 2016.

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Stock options.    The Committee uses stock options to align the interests of the NEOs with long-term shareholder value. Consistent with past years, these will vest ratably over a four-year period.

Restricted stock units.    As stated earlier, the Committee chose to include restricted stock units to provide a retention incentive to the NEOs as they are only payable in stock if the NEO remains with the Company through the vesting date. The restricted stock units have a three-year cliff vest.

Career Shares and Deferred Compensation Plans

Career Shares

The Committee selectively grants restricted stock units in order to provide a retention incentive. These career shares vest completely on a single date several years into the future. The Committee considers each year whether to make any such grants, to whom to make such grants and the size of any such grants. None of the NEOs were granted career shares in 2015.

Deferred Compensation Plans

ManpowerGroup maintains tax-qualified 401(k) plans for its U.S. employees. For compliance reasons, once an executive is deemed to be “highly compensated” within the meaning of Section 414(q) of the Internal Revenue Code, the executive is no longer eligible to participate in ManpowerGroup’s 401(k) plans except for "catch-up" contributions for employees over 50. ManpowerGroup maintains a separate non-qualified savings plan for “highly compensated” employees, including eligible executives. The non-qualified plan provides similar benefits to the tax-qualified 401(k) plans, including a company match and profit sharing. However, the nonqualified savings plan is a poor substitute because of the inflexibility as to the timing of the payouts and taxability of the retirement benefits relative to a qualified plan. Furthermore, the plan benefits are unsecured and subject to risk of forfeiture in bankruptcy. The Committee maintains this program in an effort to provide NEOs with reasonably competitive benefits to those in the competitive market.

As required under applicable law, we contribute to the Central Provident Fund of Singapore on behalf of Mr. Chandrashekar. The Central Provident Fund is a nondiscriminatory, tax qualified savings plan operated and managed by the government of Singapore, to which the employers of Singapore-based employees are required to contribute. All employees of our Singapore branch participate in the Central Provident Fund.

Other Benefits

The NEOs participate in the health and dental coverage, company-paid term life insurance, disability insurance, paid time off, and paid holiday programs applicable to other employees in their locality. These rewards are designed to be competitive with overall market practices, while keeping them at a reasonable level. The benefits are in place to attract and retain the talent needed in the business.

ManpowerGroup reimburses NEOs for financial planning assistance. This benefit is provided to ensure that executives prepare adequately for retirement, file their taxes and conduct all stock transactions appropriately. In addition, ManpowerGroup provides memberships in clubs for business entertaining to a limited number of executives. Each executive who is provided such a membership pays the expenses for any personal use of these clubs; however, none of the NEOs used these clubs for personal use in 2015. ManpowerGroup also maintains a broad-based auto program that covers approximately 400 management employees in the U.S., including the U.S.-based NEOs. Pursuant to this program, ManpowerGroup pays 75% of the cost of a leased car for NEOs based in the U.S. who participate in the program. Consistent with local practice in Singapore, where Mr. Chandrashekar is based, ManpowerGroup provided him with a car in 2015.


55


Except in connection with expatriate assignments, as discussed below, ManpowerGroup does not pay tax gross ups to its NEOs on any of the above benefits.

Severance Agreements

ManpowerGroup has entered into severance agreements (which include change of control benefits) with each of the NEOs. These severance agreements are more fully described on pages 76-78. The Committee believes that severance and change of control policies are necessary to attract and retain senior talent in a competitive market. The Committee also believes that these agreements benefit ManpowerGroup because they clarify the NEOs’ terms of employment and protect ManpowerGroup’s business during an acquisition. Furthermore, the Committee believes that change of control benefits, if structured appropriately, allow the NEOs to focus on their duties and responsibilities during an acquisition.

To align our executive compensation program with best governance practices within the Committee’s philosophy, the Committee has eliminated any tax gross up payments and has adopted double triggers in our severance agreements in order for our NEOs to receive benefits following a change in control.

Additional Executive Compensation Policies

We Have Stock Ownership Guidelines for Executive Officers

The Committee believes that NEOs should hold a meaningful stake in ManpowerGroup to align their economic interests with those of other shareholders. To that end, the Committee adopted stock ownership guidelines that currently require each executive to own a target number of shares based on a salary multiple, dependent on the NEO's position. Under the guidelines, the Committee takes into account actual shares owned by the executive, unvested restricted stock or restricted stock units, and unvested performance share units calculated at the threshold level. The Committee does not consider any stock options or performance share units above the threshold level held by the NEOs. Additionally, to enforce our stock ownership policies, we limit the ability of an executive officer to sell equity until he or she is in compliance with the guidelines. An executive who has not yet met, or who falls below, the stock ownership guidelines, is required to hold 50% of the shares received from the exercise of stock options or the vesting of restricted stock units or performance share units until the ownership guidelines have been satisfied. As indicated in the following table, as of December 31, 2015, each of the NEOs had met these guidelines.

NEO
 
Target as
a multiple
of salary
 
Target
value($)
 
Target
number of
shares(#)
 
Number of
shares held as
of December 31,
2015(#)
 
Status as of
December 31, 2015(1)
Jonas Prising
 
6

 
6,600,000

 
94,011

 
188,168

 
Guideline Met
Michael J. Van Handel
 
4

 
2,640,000

 
37,604

 
100,743

 
Guideline Met
Darryl Green
 
4

 
3,200,000

 
45,584

 
67,074

 
Guideline Met
Ram Chandrashekar
 
3

 
1,710,000

 
24,359

 
29,511

 
Guideline Met
Mara E. Swan
 
3

 
1,680,000

 
23,931

 
60,711

 
Guideline Met
Jeffrey A. Joerres
 
5

 
5,000,000

 
71,221

 
(2
)
 
(2)
_______

(1) Under the policy, NEOs have five years from January 1, 2014 to attain the targeted ownership levels.
(2) Mr. Joerres remained in compliance with the stock ownership guidelines through his retirement date of December 30, 2015.

56


We Have Adopted a Clawback Policy

The Committee maintains a compensation recoupment ("clawback") policy that is applicable to the members of the Company’s senior management. Under the policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, the Committee may require the employee to forfeit any outstanding awards, including cash incentives or equity awards that were received as a result of the misconduct.

We Prohibit Hedging Transactions

ManpowerGroup has adopted a policy prohibiting designated individuals, including the NEOs, from engaging in short-selling of ManpowerGroup securities and buying and selling puts and calls on ManpowerGroup securities without advance approval. We also do not permit these designated individuals to pledge ManpowerGroup securities. To date, no designated individual has requested approval to engage in such transactions.

We Provide Limited Expatriate Benefits

Part of ManpowerGroup’s executive development strategy includes providing its executives the opportunity to acquire management experience outside of their home country. To facilitate this strategy and to induce the executives to make such a change, ManpowerGroup provides expatriate benefits to its executives who are assigned outside of their home country, which eliminate any tax disadvantages caused by relocation and compensate them for the disruption it causes to them and to their families.

In connection with Mr. Chandrashekar’s role as Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East, Mr. Chandrashekar receives tax equalization payments related to any compensation earned for the time required to be spent in the United States as part of his role. He also receives certain other benefits, including a car and return visit expenses.

Realizable Pay in 2015

We also calculate realizable pay for Mr. Prising. This is a measure of the value of compensation granted or awarded during the reporting year. It shows the impact of Company performance and stock price on potential pay values for Mr. Prising, and provides an alternative means to the Summary Compensation Table on page 61 to evaluate the alignment between pay and performance. In particular, our calculation of realizable pay does not value equity awards using the accounting grant date fair value metric, as required in the Summary Compensation Table under Topic 718. Instead, for realizable pay we measure equity awards at their period-end value, in this case using the year-end stock price on December 31, 2015, of $84.29. For realizable pay our method of calculating equity award values is as follows:
 
Stock Options. We use the “intrinsic value” of the stock options granted to Mr. Prising in February 2015, meaning the spread between the grant price and the price of the underlying stock at year end.
Restricted Stock Units. We use the year-end value of the restricted stock units awarded to Mr. Prising in February 2015.
Performance Share Units. We calculate performance share units using the target performance shares granted in 2015 and value these shares using the year-end stock price on December 31, 2015.

Our realizable pay calculation reflects the significant equity component of Mr. Prising’s total compensation, and illustrates how the value of Mr. Prising’s 2015 compensation is sensitive to movements in our stock price. The Company enjoyed strong operating performance in 2015 and stock price appreciation with a year-end price of $84.29 as of December 31, 2015. However, Mr. Prising’s realizable pay calculated for 2015 was slightly less than his total compensation shown in the Summary Compensation Table using SEC reporting

57


methodology because the intrinsic value of his stock options at the end of the year was less than the fair value of the option at the date of grant as reported in the Summary Compensation Table. As we have noted previously, stock market fluctuations can occur without regard to, or in disproportion to, the fundamentals of our business, as was the case in 2014. Mr. Prising's realizable pay was substantially less than his reported compensation for 2014, despite strong operating performance, due to the decline in the Company's stock price in 2014.

The table below shows realizable pay for Mr. Prising in 2015 as compared to his compensation as reported in the Summary Compensation Table on page 61.

Supplemental Table of CEO Realizable Compensation
 
 
2015 Compensation As
Reported in the
Summary
Compensation Table
 
2015 Total Realizable
Compensation
Base Salary
 

$1,100,000

 

$1,100,000

Annual Incentive
 
2,300,000

 
2,300,000

Total Cash
 
3,400,000

 
3,400,000

Stock Options
 
1,128,009

 
381,211

Restricted Stock Units
 
1,128,072

 
1,235,354

Performance share units
 
3,384,063

 
3,705,894

Total
 

$9,040,144

 

$8,722,459


Other Material Tax Implications of the Executive Compensation Program

Tax implications for ManpowerGroup

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 for any fiscal year paid to the corporation’s CEO and three most highly compensated NEOs (other than the CEO and CFO) in service as of the end of any fiscal year. However, Section 162(m) also provides that qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. Where necessary for covered executives, the Committee generally seeks to structure compensation amounts and plans that meet the requirements for deductibility under this provision. Specifically, the Committee has taken steps to qualify the stock option awards, performance share unit awards and certain awards under the Corporate Senior Management Annual Incentive Pool Plan as performance-based compensation for this purpose. However, the Committee may implement compensation arrangements that do not satisfy these requirements for deductibility if it determines that such arrangements are appropriate under the circumstances. In addition, because of uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, the Committee cannot assure that compensation intended by the Committee to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible.

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

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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.

REPORT OF THE EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS

The Executive Compensation and Human Resources Committee of the board of directors of ManpowerGroup has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Executive Compensation and Human Resources Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Executive Compensation and Human Resources Committee
Edward Zore, Chair
William Downe
Cari M. Dominguez
Elizabeth P. Sartain
John R. Walter

EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Executive Compensation and Human Resources Committee has ever been an officer or employee of ManpowerGroup or any of our subsidiaries or had any relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the compensation committee or board of directors of any company of which any of our other directors is an executive officer.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

Members of the Company’s senior management team have considered and discussed the Company’s compensation policies and practices and specifically whether these policies and practices create risks that are reasonably likely to have a material adverse effect on ManpowerGroup. Management has also discussed this issue with the Executive Compensation and Human Resources Committee and has determined there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on ManpowerGroup.

As ManpowerGroup is located in various countries around the world, we have several incentive plans. Our plans use various financial performance growth metrics, generally relating to profitability. As a result, there is no common incentive driving behavior. We also have controls in place that mitigate any impact these plans might have on us as follows:

In general, each of our incentive plans has a threshold, target and outstanding payout level, which is not material to the Company, that is earned based on the results of the financial metrics.
The annual incentive and PSU awards are capped at a maximum level such that employees cannot receive a bonus that is significant enough to create a significant risk to the Company.
We have multiple financial metrics under the annual incentive which focus on company-wide and segment-wide goals and objectives, and the results of those metrics are reviewed and approved at multiple levels in the Company.
Each of the NEOs is subject to stock ownership guidelines.

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We have adopted a clawback policy.
We do not permit executives to engage in short-selling of ManpowerGroup securities or trading in puts and calls on ManpowerGroup securities.
We do not permit our NEOs to pledge shares of our common stock.
There is an approval process of the various incentive plans in each country, which are approved by the country manager and financial manager in the respective country to ensure the growth metrics are based on company performance.
Based on the above factors, we do not believe our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on ManpowerGroup.

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Summary Compensation Table

The table below sets forth the compensation information for our NEOs during the fiscal years ended December 31, 2015, December 31, 2014 and December 31, 2013. Mr. Chandrashekar was not an NEO in 2013, therefore, in accordance with the SEC’s disclosure rules, his compensation for that year is not included in the tables below. All amounts are calculated in accordance with SEC disclosure rules, including amounts with respect to our equity compensation plan awards, as further described below.
Name &
Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)(1)
 
Option
Awards
($)(2)
 
Non-Equity
Incentive
Plan
Compensation
($)
 
Change in
Pension
Value and
Non-
Qualified
Deferred
Compensation
Earnings
($)(3)
 
All
Other
Compensation
($)(4)
 
Total
($)
Jonas Prising(5)
2015
 
1,100,000

 
 
4,512,135

 
1,128,009

 
2,300,000

 

 
74,742

 
9,114,886

CEO
2014
 
950,000

 
 
4,480,145

 
1,120,034

 
2,015,000

 

 
55,484

 
8,620,663

2013
 
650,000

 
 
2,550,094

 
450,002

 
908,375

 

 
93,534

 
4,652,005

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael J. Van Handel
2015
 
660,000

 
 
2,080,037

 
520,013

 
920,000

 
(1,709
)
 
74,820

 
4,253,161

CFO
 
2014
 
660,000

 
 
2,080,100

 
520,021

 
1,029,600

 
20,135

 
62,010

 
4,371,866

 
2013
 
600,000

 
 
1,750,020

 
750,009

 
1,048,800

 
(11,260
)
 
47,594

 
4,185,163

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Darryl Green
2015
 
800,000

 
 
2,800,091

 
700,008

 
1,105,000

 

 
47,429

 
5,452,528

President & COO
2014
 
750,000

 
 
2,800,146

 
700,032

 
1,104,953

 

 
124,179