Jean-Philippe Courtois
ManpowerGroupAbout Jean-Philippe Courtois
Independent director of ManpowerGroup since 2020; age 64; based in Paris. Career executive at Microsoft, most recently Executive Vice President and President, National Transformation Partnerships (Jul 2021–Sep 2024), with prior roles leading global sales and international operations; serves on ManpowerGroup’s Audit Committee . The Board has determined that ten of its current directors are independent under NYSE rules (CEO is not), indicating Courtois is considered independent . He is standing for re‑election in 2025 and received strong shareholder support at the 2025 annual meeting (see Voting Support) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Executive Vice President & President, National Transformation Partnerships | Jul 2021 – Sep 2024 | Led national transformation partnerships; global technology executive experience |
| Microsoft | EVP, President Global Sales, Marketing and Operations | 2016 – Jul 2021 | Senior global sales executive; enterprise go‑to‑market leadership |
| Microsoft International | President | 2005 – 2016 | Ran international business; deep international experience |
| Microsoft EMEA | CEO | 2003 – 2005 | Regional leadership in Europe, Middle East, Africa |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SKEMA Business School | Chairman of the Board | Not disclosed | Governance/education leadership |
| Live for Good (France) | President & Cofounder | Not disclosed | Supports underprivileged young social entrepreneurs |
| OpenClassrooms (France) | President, Mission Committee | Not disclosed | Vocational online education platform |
| CEDEP | Director | Not disclosed | Executive education forum (listed in 2024 proxy) |
Board Governance
- Committee assignments: Audit Committee member; not chair. Audit Committee (Chair: John F. Ferraro) met 4 times in 2024; Board met 5 times in 2024 .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting of shareholders .
- Independence: Board determined ten current directors are independent under NYSE rules; CEO is not independent .
- Board leadership: Combined Chair/CEO (Jonas Prising) with an empowered Lead Director (Julie M. Howard) who presides over executive sessions, approves agendas, and is available to major shareholders .
- Audit oversight scope includes ERM, cybersecurity, internal controls, CAMs, litigation, and related party transaction review when material; multiple private sessions with Deloitte and Internal Audit in 2024 .
Fixed Compensation (Non‑Employee Director; 2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 120,000 |
| Stock Awards ($) | 199,577 |
| Total ($) | 319,577 |
| Equity detail (grant-date data) | 2,265 deferred stock shares ($180,000) granted Jan 1, 2024; plus 281 dividend‑equivalent deferred shares ($19,577) |
| Vesting | Annual director equity vests in equal quarterly installments during the year |
Context: Standard 2024 non‑employee director package was $300,000 total ($120,000 cash; $180,000 equity); no meeting fees; additional retainers only for committee chairs and lead director (not applicable to Courtois) .
Performance Compensation
- No performance‑based compensation is disclosed for non‑employee directors; equity compensation is delivered as deferred stock or restricted stock with time‑based vesting; no option awards are described for directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AstraZeneca plc | Non‑Executive Director (former) | 2008 – 2016 | Former public company directorship; no current public company boards disclosed in proxy |
Expertise & Qualifications
- Technology and enterprise sales leadership over three decades at Microsoft; international business experience, particularly in Europe; corporate governance experience from prior public directorship .
- Board skills framework emphasizes technology, sales, international business, governance, accounting/financial oversight, and operations across nominees .
Equity Ownership
| Component | Amount |
|---|---|
| Common Stock Beneficially Owned (#) | 4,250; less than 1% of outstanding shares |
| Vested Deferred Stock (#) | 6,656 |
| Unvested Deferred Stock (#) | 3,119 (granted Jan 1, 2025; vest quarterly during 2025) |
| Ownership Guideline Target (#) | 4,990 |
| Shares Counted Toward Guideline (#) | 10,906 (4,250 common + 6,656 vested deferred) |
| Value of Shares for Guideline ($) | 586,416 (based on $53.77 on Feb 21, 2025) |
| Compliance with Director Ownership Guideline | In compliance (ü) |
| Hedging/Pledging Policy | Non‑employee directors are prohibited from hedging, pledging, short‑selling, or derivative transactions in MAN securities |
Voting Support (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Jean‑Philippe Courtois | 40,220,889 | 70,404 | 35,913 | 2,313,000 |
Say‑on‑Pay (advisory) 2025: For 38,749,415; Against 1,278,327; Abstain 299,465; Broker Non‑Votes 2,313,000 .
Governance Assessment
- Strengths for investor confidence:
- Independent director on the Audit Committee with deep global technology and enterprise sales experience; Board independence robust (10 independent directors) .
- Strong shareholder support for re‑election; Board‑level stock ownership by Courtois exceeds guideline target, aligning interests; prohibitions on hedging/pledging reduce misalignment risk .
- Audit Committee meets regularly with independent auditors and internal audit, and oversees ERM and cybersecurity; structured board evaluations with independent third‑party facilitator .
- Watch items:
- Attendance is disclosed only in aggregate (≥75%) rather than individual percentages; investors may seek individual attendance detail for greater transparency .
- Combined Chair/CEO structure persists; mitigated by an empowered Lead Director and annual re‑appointment process .
- Related‑party/Conflicts:
- Board annually evaluates director independence under categorical standards; while some directors are affiliated with companies that engage ManpowerGroup, relationships are within categorical standards; no Courtois‑specific related‑party transactions are disclosed .