John F. Ferraro
ManpowerGroupAbout John F. Ferraro
John F. Ferraro (age 69) has served on ManpowerGroup’s board since 2016 and is the Audit Committee Chair and an SEC-defined “audit committee financial expert.” He brings deep finance and global operations expertise from senior leadership roles at Ernst & Young (Global COO, Global Vice Chair Audit) and board service at Advance Auto Parts and International Flavors & Fragrances, supporting strong oversight of accounting, compliance, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Chief Operating Officer | 2007–2015 | Member of EY’s Global Executive Board for 10+ years; significant accounting, compliance, risk oversight experience |
| Ernst & Young (EY) | Global Vice Chair Audit | Prior to 2007 (senior leadership positions) | Led audit leadership; global financial oversight expertise |
| Aquilon Energy Services | EVP, Strategy and Sales | Feb–Jul 2019 | Software/services for energy industry; commercial strategy |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Advance Auto Parts | Director | Since 2015 | Public company board service |
| International Flavors & Fragrances | Director | Since 2015 | Public company board service |
| Triumvirate Environmental Inc. Holdings LP | Director | Current | Owner of Triumvirate Environmental, Inc.; waste management/environmental solutions |
| RP Intellectual Partners LLC | Founder | Current | Firm investing in technology-focused IP (successor to part of Alpha Alpha Intellectual Properties, LLC) |
| Marquette University | Trustee Emeritus | Current | Non-profit governance experience |
| Boston College High School | Former Chair, Board of Trustees | Prior | Non-profit governance experience |
| Audit Committee Leadership Network | Founder | Prior/current | Thought leadership in audit committee practices |
Board Governance
- Committee assignments: Audit Committee Chair; members include Courtois, Hemingway Hall, Payne Jr., Read; Ferraro and Read designated “audit committee financial experts” under SEC rules .
- Audit Committee activity/engagement: 4 meetings in 2024 with private sessions with Deloitte and internal audit; oversight of financial statements, ICFR (SOX 404), ERM, cybersecurity/data privacy risk, accounting standards, tax, compliance, and auditor independence; Ferraro signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K .
- Board attendance: Each director attended at least 75% of board and committee meetings in 2024; board held five meetings and took one action by written consent .
- Independence: Board determined ten current directors (including Ferraro) are independent under NYSE rules, applying categorical standards; CEO Jonas Prising is not independent .
- Lead Independent Director: Julie M. Howard (Lead Director; not Ferraro) .
- Audit committee workload limit: No audit committee member serves on more than three public company audit committees, including ManpowerGroup; policy observed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non-employee directors) | $300,000 | Cash $120,000; Equity $180,000 |
| Audit Committee Chair retainer | $30,000 | Additional annual cash for Audit Chair |
| Lead Independent Director retainer | $35,000 | $35,000; add committee chair retainer if also chairs a committee |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John F. Ferraro | 136,154 | 243,400 | 379,554 |
Notes:
- 2024 stock award composition for Ferraro: $180,000 restricted stock (2,265 shares, effective Jan 1, 2024; time-based vesting) and $63,400 deferred stock issued in lieu of dividends (910 shares) .
Performance Compensation
| Equity Instrument | Grant/Issue Details | Vesting/Distribution | Performance Metrics |
|---|---|---|---|
| Annual equity grant (deferred stock or restricted stock) | Effective Jan 1; shares equal equity retainer ($180,000) divided by prior-year last business day closing price; 2024 grant: 2,265 shares per director | Vests in equal quarterly installments during the year; deferred stock distributed 3 years from grant or within 30 days of leaving board (with optional 5-year extensions), accelerated distribution if leaving before extended date | No performance conditions disclosed for director equity; time-based |
| Deferred stock in lieu of cash retainer (optional election) | Directors may elect to receive 50%, 75%, or 100% of cash retainer in deferred stock; shares based on average closing prices each quarter | Same distribution rules as above | No performance conditions disclosed; election-based |
| Dividends credited as deferred stock | 2024 dividends converted to deferred stock; Ferraro received 910 shares ($63,400) | Fully vested as of Dec 31, 2024 (for 2024 grants) | Not performance-based |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Considerations |
|---|---|---|
| Advance Auto Parts | Director | Distinct industry; no specific related-party transactions disclosed affecting independence |
| International Flavors & Fragrances | Director | Distinct industry; no specific related-party transactions disclosed affecting independence |
- Independence review: Board annually evaluates commercial/employment relationships; certain directors have affiliations with entities that engaged ManpowerGroup, but all fell within categorical standards; Ferraro deemed independent .
- Audit committee service cap: Policy enforced; no member exceeds three audit committees; helps mitigate overboarding risk .
Expertise & Qualifications
- SEC “audit committee financial expert”; extensive accounting, financial oversight, compliance, and risk management expertise .
- Global operations and executive leadership experience from EY; insights into trends affecting public companies .
- Multi-company board experience providing broader perspectives to ManpowerGroup’s board .
Equity Ownership
| Director | Target Number of Shares (#) | Shares Held (#) | Value of Shares ($) | Compliance with Guidelines | Composition Details |
|---|---|---|---|---|---|
| John F. Ferraro | 5,894 | 27,013 | 1,452,489 | Meets guideline (✓) | 11,009 common; 16,004 vested deferred |
- Stock ownership guidelines: For directors appointed between Jan 1, 2015 and Nov 12, 2021 (Ferraro appointed in 2016), guideline equals $450,000 divided by the closing price on the last business day of the appointment month; post-Nov 12, 2021 appointees have a guideline of 5× the annual cash retainer at appointment .
Governance Assessment
- Strengths for investor confidence:
- Chairing an active Audit Committee with robust oversight (financials, ICFR, ERM, cybersecurity) and documented private sessions and independence testing of Deloitte; signed committee report supporting inclusion of audited financials in 10-K .
- Clear independence determination under NYSE standards and compliance with ownership guidelines by a wide margin, aligning interests with shareholders .
- Documented attendance benchmark (≥75% for all directors), and structured director compensation with a significant equity component (time-based), promoting alignment and board stability .
- Watch items:
- Multiple external directorships require continued monitoring for time/attention, though company policy mitigates audit committee overboarding risk and Ferraro complies with the ≤3 audit committees rule .
- As a former EY executive, auditor independence is a recurring focus area; the committee explicitly reviewed non-audit services and received Deloitte independence confirmations in 2024/Feb 2025 .
- RED FLAGS:
- No director-related party transaction concerns or pledging/hedging issues specific to Ferraro are disclosed; board states independence within categorical standards and full attendance at the 2024 annual meeting of shareholders .