Sector: Industrials
MANPOWER INC · Meeting: May 8, 2026
Directors FOR
0
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Courtois has served since 2020 and his full tenure overlaps the severe stock underperformance period during which ManpowerGroup's shares fell 60% over three years while the company's own compensation peers gained a median of 56%, a gap of over 116 percentage points that far exceeds the 20-point threshold required to trigger a vote against; the 5-year record is equally poor, providing no mitigating offset.
Mr. Ferraro has served since 2016, giving him full overlap with the severe underperformance period; ManpowerGroup's stock fell 60% over three years while peers gained a median of 56%, and the 5-year comparison is equally unfavorable, so there is no long-term track record to offset the recent decline.
Mr. Gipson has served since 2020 with full overlap of the underperformance period; the stock dropped 60% over three years against a peer median gain of 56%, and both the 3-year and 5-year relative returns are severely negative with no mitigating offset.
Ms. Howard has served since 2016 as a long-tenured director and current Lead Director with full overlap of the underperformance period; the stock lost 60% over three years while peers gained a median 56%, and the five-year record shows a 125-point gap versus peers, providing no mitigating basis to downgrade the vote to FOR.
Mr. Payne has served since 2007 and has the longest tenure of any non-executive director, meaning he has full responsibility for the strategic oversight that has produced a stock decline of 60% over three years versus a peer median gain of 56%; the 5-year picture is equally poor, with no mitigating offset available.
Ms. Pénicaud joined in 2022 and while she is a relatively newer director, her roughly three years of tenure provides meaningful overlap with the underperformance period; the stock has fallen 60% over three years against a peer median gain of 56%, and the 5-year comparison does not provide relief since the underperformance is also severe over that window.
As CEO and Chair since 2014, Mr. Prising has full accountability for the sustained destruction of shareholder value; the stock has lost 60% over three years and 67% over five years while the company's own peer group gained a median of 56% and 59% respectively, far exceeding all underperformance thresholds, and this director TSR vote is independent of the Say on Pay determination.
Mr. Read has served since 2014 with full overlap of the underperformance period; ManpowerGroup's stock fell 60% over three years while peers gained a median 56%, and both the 3-year and 5-year relative performance gaps are among the worst in the peer universe with no mitigating offset.
Ms. Sartain has served since 2010 and has one of the longest tenures on the board, giving her full accountability for the 60% stock decline over three years against a peer median gain of 56%; the 5-year record is equally poor, and no mitigating factors exist to justify a FOR vote.
Mr. Van Handel has served since 2017, overlapping the entire underperformance period, and as ManpowerGroup's former long-serving CFO he has deep familiarity with and accountability for the company's strategic direction; the stock has declined 60% over three years versus a peer median gain of 56%, with no 5-year mitigant available.
For Analysis
All ten director nominees are voted AGAINST. ManpowerGroup's stock has declined 60% over the past three years and 67% over five years while the company's own disclosed compensation peer group delivered a median gain of 56% over three years and 59% over five years — a three-year gap of 116 percentage points that dwarfs the 20-point threshold required to trigger an against vote for directors with negative absolute returns. Every nominee has served for at least three years (or in Pénicaud's case three years with meaningful overlap), so none qualify for the new-director exemption, and the 5-year record provides no mitigating offset. The underperformance is sustained, broad-based, and attributable to the entire board's oversight period.
CEO
Jonas Prising
Total Comp
$13,268,466
Prior Support
97%%
The CEO's total compensation of approximately $13.3 million is broadly consistent with benchmarks for a CEO of a global services company at ManpowerGroup's market cap, and critically the pay structure reflects genuine pay-for-performance alignment: the annual cash bonus paid out at only 47% of target because EBITA fell below threshold and revenue missed target, and the 2023-2025 performance stock awards vested at only 45% of target due to below-target EBITA margin performance. The company has a meaningful clawback policy, uses long-term metrics (three-year EBITA margin percent plus a relative total shareholder return modifier on performance stock awards), approximately 91% of the CEO's pay is variable, and prior-year shareholder support was 97%, well above the 70% threshold that would require a negative response. While the stock performance is deeply concerning and drives the against votes on director elections, the incentive pay actually delivered to executives was meaningfully reduced in line with those poor results, which is the correct alignment the policy requires for a FOR vote on Say on Pay.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing confirms Deloitte & Touche LLP as the auditor and the company is a large multinational where a Big 4 firm is appropriate; auditor tenure is not explicitly disclosed in the provided filing text so the tenure trigger cannot be confirmed and per policy a FOR vote applies in the absence of confirmed data, and the fee table data was not fully captured in the provided text so no non-audit fee ratio trigger can be applied.
This is a highly contentious ballot driven by ManpowerGroup's catastrophic shareholder returns: the stock has lost 60% over three years and 67% over five years while the company's own peer group gained a median of 56% and 59% respectively, triggering against votes on all ten director nominees including the CEO. The Say on Pay vote passes because the incentive pay structure actually delivered reduced payouts in line with the poor business results, demonstrating that the compensation mechanics are working as intended even as the underlying business performance has severely damaged shareholder value.
21 companies disclosed in 2026 proxy filing
