Sector: Industrials
MANPOWER INC · Meeting: May 8, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Courtois has served since 2020, which means his tenure fully overlaps the severe 3-year underperformance period where ManpowerGroup's stock fell 60.3% while the Industrials sector ETF (XLI) gained 75.0% — a gap of 135.3 percentage points, far exceeding the 30-point threshold that triggers a vote against; the 5-year record is equally poor (-66.7% vs XLI), so no mitigating longer-term track record applies.
Mr. Ferraro has served since 2016 and his entire tenure covers the underperformance period; ManpowerGroup's stock declined 60.3% over three years while the Industrials sector ETF (XLI) rose 75.0%, a 135.3 percentage point gap that far exceeds the policy trigger, and the 5-year record provides no relief; no mitigating circumstances apply.
Mr. Gipson joined in 2020 and his tenure fully overlaps the severe stock decline; ManpowerGroup fell 60.3% over three years versus the Industrials sector ETF (XLI) gaining 75.0%, a gap of 135.3 percentage points well above the 30-point trigger, and the 5-year picture is similarly poor with no mitigating long-term track record to apply.
Ms. Howard has served since 2016, fully encompassing the underperformance period; the stock's 3-year decline of 60.3% against the Industrials sector ETF (XLI) gain of 75.0% produces a 135.3 percentage point gap that vastly exceeds the 30-point policy threshold, and the 5-year return of -66.7% against a strongly positive XLI means no 5-year mitigant applies.
Mr. Payne has served since 2007, the longest tenure on the board, and his oversight fully covers the period of extreme underperformance; ManpowerGroup's stock lost 60.3% over three years while the Industrials sector ETF (XLI) gained 75.0%, a 135.3 percentage point shortfall far beyond the 30-point trigger, and the 5-year data shows no improvement.
As CEO and Chair since 2014-2015, Mr. Prising bears primary responsibility for the company's strategic direction during the entire underperformance period; ManpowerGroup's stock fell 60.3% over three years while the Industrials sector ETF (XLI) gained 75.0% — a 135.3 percentage point gap far exceeding the 30-point trigger — and the 5-year return of -66.7% confirms this is not a temporary trough; this vote against him as a director is independent of the separate Say on Pay analysis.
Mr. Read has served since 2014 and his full tenure covers the underperformance period; the 3-year stock decline of 60.3% against the Industrials sector ETF (XLI) gain of 75.0% creates a 135.3 percentage point gap far exceeding the 30-point policy trigger, and the 5-year return provides no mitigating relief.
Ms. Sartain has served since 2010 and her lengthy tenure fully overlaps the severe performance decline; ManpowerGroup fell 60.3% over three years versus the Industrials sector ETF (XLI) gaining 75.0%, a 135.3 percentage point gap well above the 30-point threshold, with the 5-year record equally poor and offering no mitigating offset.
Mr. Van Handel joined in 2017 as a director after serving as ManpowerGroup's CFO for nearly two decades, giving him deep knowledge of and accountability for company performance; the stock's 3-year decline of 60.3% against the Industrials sector ETF (XLI) gain of 75.0% — a 135.3 percentage point gap — far exceeds the 30-point trigger, and the 5-year return offers no relief.
For Analysis
Ms. Pénicaud joined in 2022, meaning she has been on the board for approximately three years and joined during a period when the stock was already declining; while the 3-year TSR trigger technically applies, she joined during the underperformance, did not oversee the decisions that caused it, and policy guidance calls for acknowledging this as meaningful mitigating context — a FOR vote is appropriate with the caveat that performance must improve.
Nine of ten director nominees trigger a vote against under the TSR policy due to ManpowerGroup's severe stock underperformance — a 60.3% three-year decline versus the Industrials sector ETF (XLI) gaining 75.0%, a gap of 135.3 percentage points far exceeding the 30-point policy threshold for companies with negative absolute returns; Muriel Pénicaud receives a FOR vote because she joined in 2022 during the already-underperforming period and her tenure is approximately three years with mitigating context that she did not oversee the decisions that caused the decline.
CEO
Jonas Prising
Total Comp
$13,268,466
Prior Support
97%%
CEO total compensation was $13.3 million against a target of approximately $14.3 million, and the company explicitly states approximately 60% of CEO pay was performance-based and 90% was variable, which satisfies the pay mix requirements; importantly, the annual cash incentive paid out at only 47% of target (with no EBITA payout) and the 2023-2025 performance stock awards vested at just 45% of target — meaning the incentive structure actually reduced pay in line with poor company results, demonstrating genuine pay-for-performance alignment. The prior year Say on Pay received 97% approval, well above the 70% threshold, and no structural concerns (missing clawback, excessive fixed pay, no performance conditions) are present that would warrant a vote against.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy references Deloitte fee disclosure on page 73 but that table was not included in the provided filing text, so non-audit fee ratio cannot be computed; per policy, when tenure is not disclosed and fee data is unavailable, the default FOR vote applies and no trigger can fire without confirmed data; Deloitte is a Big 4 firm appropriate for a company of ManpowerGroup's size and global complexity, and no material restatements are indicated.
This ballot is dominated by a severe TSR underperformance concern — ManpowerGroup's stock declined 60.3% over three years while the Industrials sector ETF (XLI) gained 75.0%, triggering votes against nine of ten director nominees including CEO Jonas Prising; the Say on Pay vote is supported because the actual pay outcomes (47% of target annual bonus, 45% PSU vesting) reflect genuine downward adjustment in line with poor company results, demonstrating that the incentive structure is functioning as intended even as the board accountability vote goes against the directors responsible for the performance trajectory.
