Julie M. Howard
ManpowerGroupAbout Julie M. Howard
Julie M. Howard, 62, has served on ManpowerGroup’s board since 2016; she is Lead Independent Director (since May 2023, re-appointed February 2025), Chair of the People, Culture & Compensation Committee, and a member of the Governance & Sustainability Committee . She is the former CEO of Riveron (Mar 2021–Sep 2023) and previously served as CEO (2012–Oct 2019) and Chair (2014–Oct 2019) of Navigant Consulting, bringing deep professional services, operational, and investor engagement experience to ManpowerGroup .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riveron Consulting | Chief Executive Officer | Mar 2021 – Sep 2023 | Led a business advisory firm focused on accounting, finance, technology, and operations . |
| Navigant Consulting | Chief Executive Officer | 2012 – Oct 2019 | Led a specialized global professional services firm . |
| Navigant Consulting | Chair of the Board | 2014 – Oct 2019 | Board leadership experience relevant to her Lead Director role at MAN . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sleep Number Corporation | Director | Since May 2020 | Current public company directorship . |
| InnerWorkings | Director | 2012 – 2019 | Former public company directorship . |
| Navigant Consulting | Director | 2014 – 2019 | Former public company directorship while serving as Chair . |
| Riveron Consulting | Director | Current | Private company board; sector expertise in finance/tech operations . |
| Treliant | Director | Current | Private company board; financial services consulting . |
Board Governance
- Independence and leadership: Board determined a majority of directors are independent; Howard serves as the independent Lead Director with defined authorities (agenda/information approval, executive sessions, shareholder access, CEO evaluation influence) .
- Attendance and engagement: Each director attended at least 75% of board/committee meetings in 2024; the board met five times; all directors attended the 2024 annual meeting .
- Committee assignments (2024):
- People, Culture & Compensation (PCC) — Chair; 5 meetings .
- Governance & Sustainability — Member; 4 meetings .
| Committee | Role | Meetings in 2024 | Independence Status |
|---|---|---|---|
| People, Culture & Compensation | Chair | 5 | Each PCC member is independent . |
| Governance & Sustainability | Member | 4 | Each member is independent . |
Lead Director responsibilities include presiding at executive sessions, approving board information/agenda/schedules, liaising with the Chair/CEO, participating in CEO evaluation and board effectiveness processes, and being available to major shareholders on request .
Fixed Compensation (Director)
Structure approved for 2024 (non-employee directors):
| Component | Amount |
|---|---|
| Annual Base Retainer (Total) | $300,000 |
| Cash Portion | $120,000 |
| Equity Portion | $180,000 |
| Lead Director Retainer | $35,000 |
| PCC Committee Chair Retainer | $25,000 |
2024 actuals — Julie M. Howard:
| Item | Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected 100% deferred stock in lieu of cash) |
| Stock Awards (Grant Date Fair Value) | $417,598 |
| Equity components detail | $180,000 annual deferred stock (2,265 shares); $171,621 in deferred stock for 100% of retainers (2,463 shares); $65,977 in dividend-equivalent deferred stock (947 shares) . |
Notes (director equity mechanics):
- Annual equity grant is effective Jan 1; shares = $180,000 ÷ prior year-end price; 2024 grant = 2,265 shares; vests in equal quarterly tranches through year-end .
- Directors may elect deferred stock in lieu of 50%/75%/100% of cash retainers; Howard elected 100% in 2024 .
- Deferred stock is delivered three years after grant or within 30 days of board departure; directors may extend deferral periods per policy .
Performance Compensation (Director)
- No performance-based equity disclosed for directors; awards are deferred stock or restricted stock that vest with service (no performance metrics) .
- Option awards are not part of director compensation; 2024 stock awards consist of deferred/restricted stock and dividend equivalents per plan .
| Performance Metric | Tied to Director Compensation? |
|---|---|
| EPS/ROIC/Revenue/TSR | No (director compensation is time-based stock and retainers) |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Sleep Number Corporation (Director since May 2020) . |
| Former public company boards | InnerWorkings (2012–2019); Navigant Consulting (2014–2019, Chair) . |
| Compensation committee interlocks | None; PCC reported no interlocks or insider participation . |
Expertise & Qualifications
- Former CEO and Chair in global professional services; operational and transactional leadership from Riveron and Navigant .
- Technology/innovation experience; investor relations and activism background; private equity engagement experience .
- Board leadership experience enhancing Lead Director effectiveness .
Equity Ownership
Director stock ownership guidelines and status (as of Feb 21, 2025):
| Metric | Value |
|---|---|
| Target shares | 5,064 |
| Shares held (total) | 28,928 |
| Common stock | 4,085 |
| Vested deferred stock | 24,843 |
| Value of shares | $1,555,459 (at $53.77 on Feb 21, 2025) |
| Compliance with guidelines | In compliance (✓) |
Policy safeguards:
- Directors prohibited from hedging, short-selling, options, or pledging ManpowerGroup stock (including margin accounts) .
Governance Assessment
- Alignment and leadership: As independent Lead Director and PCC Chair, Howard influences board agendas/information flow, CEO evaluation, and executive pay oversight—key control points for board effectiveness and investor alignment .
- Shareholder support: Say-on-Pay approval rebounded to 94% in 2024, signaling broad investor endorsement of compensation governance under PCC’s oversight .
- Ownership and incentives: She exceeded director ownership guidelines and elected to take 100% of her 2024 cash retainer in stock, strengthening pay–ownership alignment; her 2024 stock awards totaled $417,598 with no cash fees .
- Independence and conflicts: The board affirmed director independence and reported no related-party transactions requiring disclosure; PCC’s advisor (Mercer) was reviewed for independence (executive comp advisory fees: $422,974; affiliates provided other services totaling $354,405), with no conflicts identified .
- Engagement: Board met five times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting—indicative of engagement amidst challenging operating conditions .
Overall signal: Strong governance posture—independent lead directorship, robust committee responsibilities, high shareholder support on pay, clear anti-hedging/pledging policies, and above-guideline ownership—supports investor confidence, with no red flags on related-party transactions, interlocks, or attendance in 2024 .