Elizabeth P. Sartain
ManpowerGroupAbout Elizabeth P. Sartain
Independent non-employee director of ManpowerGroup since 2010; age 70. Former EVP & Chief People Officer at Yahoo! (2001–2008), prior HR executive roles at Southwest Airlines (1988–2001), and an independent HR advisor since 2008. Recognized governance and HR expert; NACD Board Leadership Fellow; named to Women Inc.’s 2023 Most Influential Corporate Board Directors. Currently serves on ManpowerGroup’s People, Culture and Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | EVP & Chief People Officer | 2001–2008 | Led executive compensation, organizational design, global HR initiatives; business transformation leadership |
| Southwest Airlines | Various HR leadership roles incl. VP of People | 1988–2001 | Human capital management; talent development |
| Independent | Human Resource Advisor & Consultant | 2008–present | Executive compensation, governance and workforce trends advisory |
External Roles
| Organization | Role | Tenure/Notes | Type |
|---|---|---|---|
| AARP | Director | Not disclosed | Non-profit board |
| AARP Foundation | Chairman of the Board | Not disclosed | Non-profit board |
| Shutterfly Inc. | Director | 2016–2019 | Former public company directorship |
| Peet’s Tea & Coffee, Inc. | Director | 2007–2012 | Former public company directorship |
Board Governance
| Aspect | Details |
|---|---|
| Committee assignments | People, Culture and Compensation Committee (member); the committee met 5 times in 2024; all members are independent under NYSE standards |
| Chair roles | Not a committee chair; the People, Culture and Compensation Committee is chaired by Julie M. Howard |
| Independence | Board determined ten current directors are independent under NYSE standards; CEO is not independent. Sartain is a non-employee director and treated as independent |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024; Board met 5 times (plus one written consent) |
| Lead independent director | Julie M. Howard; responsibilities include presiding at executive sessions, agenda/info approval, CEO evaluation input, and shareholder availability |
| Retirement policy | Mandatory retirement age 75; not eligible for nomination after 75th birthday; Sartain is 70 |
| Committee scope (PCC) | Oversees CEO/NEO pay, incentives (AIP, LTI), officer stock ownership guidelines, succession planning, HCM strategy, DE&I, clawback oversight, and consultant independence |
Fixed Compensation (Non-Employee Director)
Program structure (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (total) | $300,000 | Mix below |
| Cash retainer | $120,000 | Election to take deferred stock available |
| Equity retainer | $180,000 | Annual grant effective Jan 1; 2,265 shares in 2024; vests quarterly during the year |
| Chair retainers | $25,000 (G&S), $25,000 (PCC), $30,000 (Audit) | Additional to base where applicable |
| Lead director retainer | $35,000 (plus chair retainer if applicable) |
Individual compensation (2024):
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Elizabeth P. Sartain | 128,329 | 180,000 (restricted stock; 2,265 shares) | 308,329 |
Grant mechanics:
- Annual equity grant sized at $180,000; 2,265 shares granted Jan 1, 2024; vest in equal quarterly installments in 2024 .
- Sartain received restricted stock for 2024 (not deferred stock) .
Performance Compensation (Directors)
| Component | Metric(s) | Weight | Payout Basis |
|---|---|---|---|
| Equity retainer (time-based) | None (time-based restricted/deferred stock) | N/A | Quarterly vesting in the grant year; not performance-conditioned |
Note: Performance metrics (EPS/ROIC/Revenue/EBITA) apply to executive officers’ incentives and PSUs; non-employee directors do not receive performance-based pay .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Shutterfly Inc. | Former Director (2016–2019) | No compensation committee interlocks disclosed |
| Peet’s Tea & Coffee, Inc. | Former Director (2007–2012) | No compensation committee interlocks disclosed |
- Compensation Committee Interlocks & Insider Participation: The People, Culture and Compensation Committee reported no interlocks or relationships requiring Item 404 disclosure (Sartain is a member) .
Expertise & Qualifications
- Deep executive compensation, organizational design, and human capital management expertise; led transformation programs and global HR at Yahoo! and Southwest .
- Recognized governance leader: NACD Board Leadership Fellow; named to Women Inc.’s 2023 Most Influential Corporate Board Directors .
- Adds perspective on workforce trends, compensation governance, and boardroom practices; frequent speaker on compensation and governance issues .
Equity Ownership
| Measure | Amount/Status | Notes |
|---|---|---|
| Common stock beneficially owned (as of Feb 21, 2025) | 33,456 shares | <1% of outstanding shares |
| Unvested restricted stock (as of record date) | 3,119 shares | Included in footnote (unvested RS) |
| Ownership guideline target (shares) | 6,601 | Stock ownership guidelines for legacy directors |
| Shares counted toward guideline (held) | 33,456 | Exceeds target; value $1,798,929 at $53.77/share |
| Hedging/pledging | Prohibited for non-employee directors | No shorting, hedging, pledging allowed |
Governance Assessment
Strengths and positive signals:
- Relevant domain expertise on People, Culture and Compensation Committee overseeing CEO/NEO pay, clawbacks, HCM, succession, and DE&I; committee comprised entirely of independent directors .
- Strong alignment: equity retainer plus significant personal ownership well above guideline (33,456 vs. 6,601 target; ~$1.80M value), with anti-hedging/pledging policy .
- Shareholder support: Say-on-Pay approval at ~94% in 2024, suggesting investor confidence in compensation governance .
- Independent compensation consultant (Mercer) engaged with explicit independence review; no conflicts identified .
Potential risks/considerations:
- Board tenure: director since 2010; while independence and refreshment processes are active, longer tenure can raise refreshment questions; ManpowerGroup emphasizes ongoing refresh and evaluated board diversity/tenure mix .
- Related-party oversight: Audit Committee reviews and approves material related-party transactions; none flagged for PCC members (including Sartain) in 2024 .
- Attendance disclosure is at the group threshold (≥75%); individual rates not provided; continued monitoring advised .
Overall, Sartain’s HR and compensation governance background strengthens PCC oversight, with high ownership alignment and robust anti-hedging/pledging safeguards. No compensation committee interlocks or related-party exposures were disclosed for her, and shareholder support for pay practices remains strong.