Non-Employee Director Stock Ownership Guidelines
The governance and sustainability committee believes that non-employee directors should hold a meaningful stake in ManpowerGroup to align their economic interests with those of the shareholders. To that end, the board of directors has adopted stock ownership guidelines for non-employee directors and reviews them on an annual basis. For all non-employee directors appointed prior to November 12, 2021, the total share ownership guideline is equal in value to $450,000. For non-employee directors appointed after November 12, 2021, the share ownership guideline is five times the annual cash retainer in effect when the director joins the board of directors. The committee considers vested deferred stock and common stock in determining whether ownership levels are achieved. The following table details each non-employee director’s stock ownership relative to the stock ownership guidelines:
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Target Number |
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Number of |
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Value of |
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Guidelines |
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of Shares |
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Shares |
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Shares |
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Satisfied(4) |
Director |
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(#)(1) |
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Held(#)(2) |
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($)(3) |
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Jean-Philippe Courtois |
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4,990 |
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12,281 |
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343,500 |
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ü |
John F. Ferraro |
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5,894 |
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33,623 |
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940,435 |
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ü |
William P. Gipson |
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4,990 |
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21,662 |
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605,886 |
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ü |
Julie M. Howard |
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5,064 |
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37,357 |
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1,044,875 |
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ü |
Ulice Payne, Jr. |
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6,601 |
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21,629 |
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604,963 |
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ü |
Muriel Pénicaud |
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6,674 |
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7,941 |
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222,110 |
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ü |
Paul Read |
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6,601 |
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29,091 |
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813,675 |
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ü |
Elizabeth P. Sartain |
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6,601 |
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39,510 |
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1,105,095 |
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ü |
Michael J. Van Handel |
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3,568 |
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26,539 |
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742,296 |
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ü |
(1)Target shares are based on target value divided by the closing stock price on December 31, 2014 of $68.17 for non-employee directors in office as of January 1, 2015. For non-employee directors appointed between January 1, 2015 and November 12, 2021, target shares are based on target value ($450,000) divided by the closing price of the Company’s common stock on the last business day of the month during which the director was first appointed to the Board of Directors. For non-employee directors appointed after November 12, 2021, the share ownership guideline is five times the annual cash retainer in effect when the director joined the board of directors divided by the closing price of the Company's common stock on the day the director was first appointed to the board of directors.
(2)Represents the number of shares held as of the record date, February 27, 2026 as follows:
For Mr. Courtois, 4,250 shares of common stock and 8,031 shares of vested deferred stock.
For Mr. Ferraro, 22,165 shares of common stock and 11,458 shares of vested deferred stock.
For Mr. Gipson, 21,662 shares of vested deferred stock.
For Ms. Howard, 4,085 shares of common stock and 33,272 shares of vested deferred stock.
For Mr. Payne, 11,970 shares of common stock and 9,659 shares of vested deferred stock.
For Ms. Pénicaud, 2,267 shares of common stock and 5,674 shares of vested deferred stock.
For Mr. Read, 27,463 shares of common stock and 1,628 shares of vested deferred stock.
For Ms. Sartain, 39,510 shares of common stock.
For Mr. Van Handel, 20,865 shares of common stock and 5,674 shares of vested deferred stock.
(3)Based on price per share of ManpowerGroup common stock on February 27, 2026 of $27.97.
(4)Under the current policy, non-employee directors in office prior to November 21, 2021 have four years from the date of his or her appointment to attain targeted ownership levels. Any non-employee directors joining the board after November 12, 2021, will have five years from the date of his or her appointment to attain targeted ownership levels.
We Prohibit Non-Employee Directors from Hedging, Pledging and Short-selling Our Securities
Under ManpowerGroup’s Insider Trading Policy, non-employee directors are prohibited from engaging in short sales or hedging transactions involving ManpowerGroup securities, including forward sale or purchase contracts, equity swaps or exchange funds. Non-employee directors are also prohibited from engaging in puts, calls or other option or derivative instruments involving ManpowerGroup securities. Further, we do not allow non-employee directors to pledge ManpowerGroup securities at any time, which includes having ManpowerGroup stock in a margin account or using ManpowerGroup stock as collateral for a loan.
