Jonas Prising
ManpowerGroupAbout Jonas Prising
Jonas Prising is Chair and Chief Executive Officer of ManpowerGroup, serving as CEO since 2014 and Chair since December 31, 2015 (director since 2014); age 60 . 2024 was a downcycle for staffing; adjusted results used for incentives were EPS $4.33 (below threshold), ROIC 6.8% (below threshold), and Revenue $18.3B (between threshold and target), yielding below-target annual incentives; adjusted EBITA Margin Percent for 2024 was 2.26% and net income $145.1M, with five‑year TSR at $70.33 on a $100 base (2019–2024) . Shareholders approved Say‑on‑Pay at 94% in 2024, and the compensation committee increased alignment by adding a relative TSR modifier to PSUs and shifting 2025 AIP weights to EBITA and Revenue .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ManpowerGroup | Chair | 2015–present | Combined Chair/CEO structure with independent Lead Director; board cites continuity and industry expertise as rationale . |
| ManpowerGroup | Chief Executive Officer | 2014–present | Led cost actions, digitization, and portfolio optimization through a cyclical downturn; AIP metrics tied to EPS/ROIC/Revenue in 2024 . |
| ManpowerGroup | President | 2012–2014 | Senior leadership continuity preceding CEO appointment . |
| ManpowerGroup | EVP, President – The Americas | 2009–2012 | Regional P&L leadership across largest markets . |
| ManpowerGroup | EVP, President – U.S. & Canada | 2006–2008 | North America operations leadership . |
| ManpowerGroup | Various roles (Europe/US) | 1999–2006 | Progressively broader operating roles across geographies . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kohl’s Corporation | Director (public company) | 2015–present | Adds large‑cap retail governance perspective . |
| Junior Achievement Worldwide | Board of Governors; former Chair | N/A | Global youth/education network and stakeholder engagement . |
| World Economic Forum | Member, International Business Council and other groups | N/A | Labor market and sustainability advocacy on global stage . |
| Metropolitan Milwaukee Association of Commerce | Board member; former Chair | N/A | Regional economic development and stakeholder ties . |
Fixed Compensation
- Base salary unchanged at $1,300,000 in 2024; no NEO base salary increases in 2024 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,250,000 | 1,300,000 | 1,300,000 |
| Stock awards ($) | 10,000,045 | 10,400,015 | 10,654,547 |
| Non‑equity incentive plan compensation ($) | 1,725,310 | 727,047 | 844,244 |
| All other compensation ($) | 148,630 | 285,291 | 140,583 |
| Total ($) | 13,123,985 | 12,712,353 | 12,939,374 |
| 2024 Perquisites (in “All other”) ($) | — | — | 34,635 perqs; 105,948 company contributions |
Performance Compensation
- AIP (2024): Metrics/weights were EPS (25%), ROIC (25%), Revenue (20%), Strategic KPIs (30%). EPS and ROIC fell below threshold; Revenue between threshold/target; CEO AIP payout ~$0.84M (40.6% of target) .
| AIP component (2024) | Weight | Threshold/Target/Outstanding | 2024 actual under plan | Payout impact |
|---|---|---|---|---|
| EPS | 25% | $5.07 / $6.67 / $7.81 | $4.33 (below threshold) | $0; 0.0% |
| ROIC | 25% | 7.7% / 9.7% / 11.1% | 6.8% (below threshold) | $0; 0.0% |
| Revenue | 20% | $17.9B / $19.0B / $20.0B | $18.3B (between threshold and target) | $238,964; 18.4% of salary |
| Strategic KPIs | 30% | Company‑set | Below target (committee assessed) | $605,280; 46.6% of salary |
| Total | 100% | — | — | $844,244; 64.9% of salary; 40.6% of target |
- LTI structure (2024 grants): 60% PSUs (EBITA Margin %, 3‑yr; new rTSR ±25% modifier) and 40% RSUs (3‑yr cliff); CEO PSU target 88,699 ($6.49M grant‑date value) and RSUs 59,133 ($4.16M) .
- 2022 PSU outcome (2022–2024 cycle): EBITA Margin Percent average 2.80%, payout 62% of target; CEO earned 38,010 PSUs (incl. dividend equivalents), settled Feb 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 21, 2025) | 976,718 common; right to acquire 496,700 within 60 days; ~2.1% of shares outstanding . |
| Executive stock ownership guideline | 6× salary; target value $6.6M; target shares 94,011; shares counted 590,960; status: in compliance . |
| Hedging/pledging | Prohibited for all covered persons; no pledging allowed . |
| Insider policy | Prohibits short sales, puts/calls, swaps, exchange funds . |
Outstanding and recently earned equity (12/31/2024, unless noted):
- RSUs unvested: 40,870 ($2,359,016), 51,091 ($2,948,973), 61,747 ($3,564,037); vesting: Feb 2025 (vested subsequently), Feb 17, 2026, Feb 16, 2027, respectively .
- PSUs:
- Earned (2022 cycle): 38,010, settled Feb 2025 .
- Unvested at target: 76,637 (Feb 2026 vest, subject to KPI modifier on 2023 grant), 92,620 (Feb 2027 vest, subject to rTSR modifier on 2024 grant) .
- Stock options: Multiple legacy tranches outstanding; all unvested options were out-of-the-money at $57.72 YE 2024 (e.g., $92.49 strike expiring 2/12/2031; 65,704 exercisable, 21,901 unexercisable); aggregate unvested option value illustrated as $0 at YE 2024 .
Deferred compensation (NQSP, 2024): CEO contributions $122,523; company contributions $105,948; aggregate account balance $4,877,834 .
Employment Terms
- Severance agreements (effective 2023; expire Feb 28, 2026 absent change of control):
- Non‑CoC involuntary w/o cause or voluntary for good reason: lump sum equals base salary + target bonus (CEO capped at 2.5× salary cap; CFO 2× salary cap); health benefits 12 months; outplacement not included for CEO .
- Double‑trigger CoC (protected period or within 2 years post‑CoC): CEO/CFO receive 3× (base + target bonus); health benefits 18 months .
- Non‑compete: 1 year post‑termination except in specified CoC cases; good reason/cause defined (material pay/role changes, relocation >50 miles, etc.) .
- No excise tax gross‑ups; 280G cutback only if after‑tax better for executive .
Post‑termination and CoC economics (illustrative, as of 12/31/2024):
| Scenario | Severance ($) | AIP Proration ($) | PSUs ($) | RSUs ($) | Health ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | 2,080,000 | 13,308,154 | 8,872,026 | — | 24,260,180 |
| Involuntary/Good Reason (no CoC) | 3,250,000 | 862,940 | — | — | 35,486 | 4,148,426 |
| Double‑trigger CoC + termination | 10,140,000 | 2,080,000 | 13,308,154 | 8,872,026 | 54,393 | 34,454,573 |
| Retirement (eligible) | — | 844,244 | 6,924,938 | 8,872,026 | — | 16,641,208 |
Vesting mechanics: Retirement eligibility can lead to pro‑rata PSU vesting based on actual performance; if a succession plan is approved, PSUs may vest without proration; RSUs vest at retirement (career shares excluded); options and RSUs accelerate on death/disability; double‑trigger acceleration on CoC where applicable .
Board Governance (Director service and dual‑role implications)
- Board service: Director since 2014; Chair since 2015; no board committees .
- Independence: Not independent due to executive role; board affirms 10 independent directors; Lead Independent Director (Julie Howard) has robust agenda/meeting/information approval and executive session duties; board held 5 meetings in 2024 and all directors attended ≥75% .
- Combined Chair/CEO: Board maintains a Lead Director model to counterbalance combined roles; cites CEO’s industry knowledge and continuity benefits .
Compensation Design, Peer Group, and Shareholder Feedback
- 2024 AIP metrics/weights: EPS 25%, ROIC 25%, Revenue 20%, Strategic KPIs 30% .
- 2025 AIP change: three metrics—EBITA (45%), Revenue (35%), Strategic KPIs (20%) to simplify and emphasize profitability/top‑line .
- PSUs: EBITA Margin % over three years; 2024 grants add ±25% rTSR modifier vs 15‑company staffing peer set; gate of $398M EBITA caps payout >100% unless gate met .
- Peer group for benchmarking (2024): diversified large‑cap services and global comps (e.g., CBRE, CDW, Cummins, Jacobs, PACCAR, Aramark, Dollar Tree, HPE, General Mills, etc.) .
- Independent consultant: Mercer; fees $422,974 (2024); independence maintained; Marsh & McLennan affiliates provide other services approved by management .
- Say‑on‑Pay: 94% approval at 2024 AGM; historically >90% except 2023 .
- Clawback: NYSE/SEC‑compliant Senior Executive Compensation Recovery Policy (2023); broad‑based recovery policy for other employees; hedging/short‑sale/pledging prohibitions .
Risk Indicators & Red Flags
- CEO/Chair combined, mitigated by empowered Lead Independent Director .
- AIP adjustments exclude FX, restructuring net of savings, goodwill impairment, and material non‑recurring items; transparency and reconciliation provided .
- Options remain outstanding but were out‑of‑the‑money at YE 2024, eliminating “option repricing” risk in current cycle; company discontinued new option grants in 2022 .
- CEO pay ratio 1,034:1 including associates; 326:1 excluding associates (supplemental) .
- No hedging/pledging; clawback adopted; Compensation Committee interlocks: none .
Director/Officer Ownership Snapshot (context)
| Holder | Common stock | Right to acquire (60 days) | % of class |
|---|---|---|---|
| Jonas Prising | 976,718 | 496,700 | 2.1% |
Additional 2024 Performance Context
- Macroeconomic caution (Europe/US) pressured staffing/perm recruitment; management executed cost actions and continued Digitization, Diversification, and Innovation initiatives; exited Austria and South Korea; advanced AI pilots and opened job hubs in Walmart stores in the U.S. .
- Revenue used for comp metrics (constant currency) $18.3B vs $17.9B reported; EPS adjusted to $4.33 vs $3.01 reported; ROIC adjusted to 6.8% vs 5.5% reported .
Investment Implications
- Pay-for-performance appears intact: CEO AIP paid ~41% of target amid below‑threshold EPS/ROIC and below‑target revenue; 2022 PSUs paid at 62%; 2024 grant design adds rTSR, improving alignment through the cycle .
- Governance mitigations for dual roles are explicit (Lead Director authorities, frequent executive sessions); Say‑on‑Pay support recovered to 94% in 2024, reducing governance overhang from 2023 .
- Upcoming equity events create potential technical supply: 2022 PSUs settled in Feb 2025 (38,010 shares), with significant RSU/PSU cliffs in Feb 2026/Feb 2027; monitor Form 4 filings around these windows for selling pressure and tax withholding dynamics .
- Retention risk is moderated by substantial unvested equity and robust CoC protections (3× base+bonus double‑trigger) but capped non‑CoC severance (2.5× salary cap) constrains non‑transaction payouts; clawbacks and ownership guidelines further align incentives .