Michael J. Van Handel
ManpowerGroupAbout Michael J. Van Handel
Michael J. Van Handel (age 65) has served on ManpowerGroup’s board since 2017 and is currently the Chair of the Governance & Sustainability Committee. He is a former long-tenured ManpowerGroup executive (CFO 1998–2016; Senior EVP 2016–2017) recognized nine times by Institutional Investor as America’s Best CFO for Business and Professional Services, providing deep finance, capital markets, and M&A expertise. The board has determined its non-employee directors (including members of the Governance & Sustainability Committee) are independent under NYSE standards; all directors attended at least 75% of board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ManpowerGroup | Senior Executive Vice President | 2016–2017 | Global operational oversight; strategy execution; M&A engagement |
| ManpowerGroup | Chief Financial Officer | 1998–2016 | Capital markets, investor relations, financial strategy; recognized 9x as America’s Best CFO (Institutional Investor) |
| ManpowerGroup | Various senior finance and accounting roles | Since 1989 (pre-1998) | Built deep institutional knowledge and industry expertise |
External Roles
| Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| ICF International | Public company | Director | 2017 | Current public directorship |
| BMO Financial Corporation (subsidiary of BMO Financial Group) | Private (U.S. subsidiary) | Director | 2006 | Bank subsidiary board role |
Board Governance
- Current MAN Board/Committee assignments:
- Governance & Sustainability Committee – Chair; committee is composed entirely of independent directors; 4 meetings in 2024.
- Board leadership: Lead Independent Director is Julie M. Howard; board combines Chair/CEO with a strong lead director model and annual re-appointment.
- Attendance and engagement:
- Board met 5 times in 2024; all directors attended ≥75% of board and committee meetings; directors attended the 2024 annual meeting.
- Committee oversight focus:
- Governance & Sustainability Committee oversees board composition and refreshment, director compensation, board/committee self-evaluations (with independent third-party facilitation), corporate governance policies, and consolidated oversight of sustainability (working with the Chief Sustainability & Communications Officer).
- Independence and related-party oversight:
- Board determined 10 current directors are independent under NYSE rules; certain commercial relationships fell within categorical independence standards; Audit Committee reviews related-party transactions (none requiring disclosure were identified in this proxy).
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Detail | Source |
|---|---|---|
| Annual base retainer (cash) | $120,000 | |
| Annual equity retainer | $180,000 | |
| Committee chair retainer – Governance & Sustainability | $25,000 | |
| Lead Director retainer (not applicable to Van Handel) | $35,000 (plus chair fee if applicable) | |
| Meeting fees | Not disclosed (none indicated) | |
| 2024 actual – Fees earned or paid in cash (Van Handel) | $136,621 | |
| 2024 actual – Stock awards (Van Handel) | $199,368 | |
| 2024 actual – Total (Van Handel) | $335,989 |
Notes:
- Directors can elect to take 50%, 75%, or 100% of cash retainers in deferred stock; in 2024, only Mr. Gipson and Ms. Howard elected 100% deferral; Mr. Downe retired mid-year.
Performance Compensation (Director Equity; time-based)
| Grant Type | Grant Date/Mechanics | Shares/Value | Vesting/Distribution |
|---|---|---|---|
| Annual director equity (deferred stock or restricted stock at director’s election) | Effective Jan 1, 2024; shares = $180,000 ÷ 12/29/2023 close; directors may elect restricted stock by prior year-end | 2,265 shares per non-employee director (2024 grant) | Vests in equal quarterly installments during the year; deferred stock generally distributed at earlier of 3 years or within 30 days after board departure (deferral can be extended in 5-year increments) |
| 2024 stock award detail – Van Handel | Annual deferred stock grant + dividend equivalents in deferred stock | $180,000 annual deferred stock (2,265 shares) + $19,368 dividend-equivalent deferred stock (278 shares) = $199,368 total stock awards | Same vesting; all 2024 director equity fully vested by 12/31/2024 per proxy |
No option awards are granted to directors under the non-employee director program; equity is retainer-based and time-vested (not performance-conditioned).
Other Directorships & Interlocks
| Company | Relationship to MAN | Potential Interlock/Notes |
|---|---|---|
| ICF International (public) | None disclosed | Current public directorship; no related-party transactions disclosed by MAN involving Van Handel/ICF. |
| BMO Financial Corporation (subsidiary of BMO Financial Group) | None disclosed | Bank subsidiary directorship; MAN notes certain directors have affiliations with companies that buy services from MAN, all within categorical independence standards; no specific related-party transaction disclosed for Van Handel. |
Expertise & Qualifications
- Finance and capital markets leadership: Nearly two decades as ManpowerGroup CFO; extensive operational, transactional, and financial markets experience; heavily involved in M&A.
- Governance leadership: Chairs the Governance & Sustainability Committee overseeing board composition, evaluations, director pay, and sustainability oversight.
- Recognition: Nine-time America’s Best CFO (Institutional Investor) in Business and Professional Services.
Equity Ownership
| Item | Detail |
|---|---|
| Ownership guideline and status | Target 3,568 shares; holds 23,148 shares valued at $1,244,668 as of 2/21/2025; status: in compliance (✓). |
| Beneficial ownership breakdown | 18,508 common shares; 4,640 vested deferred stock shares. |
| Anti-hedging/pledging | Non-employee directors are prohibited from hedging, short-selling, derivatives on MAN stock, or pledging (including margin accounts). |
Governance Assessment
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Strengths
- Deep company and industry expertise with strong finance credentials; brings continuity and informed oversight on strategy, risk, and capital allocation.
- Independent governance leadership as Chair of Governance & Sustainability; committee oversees robust board evaluation (third-party facilitated) and consolidated sustainability oversight.
- Strong alignment signals: substantial personal ownership exceeding guideline; director equity paid largely in stock; prohibitions on hedging/pledging.
- Shareholder support context: 2024 Say-on-Pay approval ~94%, suggesting broad investor support for MAN’s pay practices.
-
Watch items
- Former senior executive of MAN now serving as an independent director; board has determined independence under NYSE rules and committee is fully independent.
- No related-party transactions identified requiring disclosure; Audit Committee retains responsibility to review any such matters.
Overall, current disclosures show no specific red flags (attendance met thresholds; independence affirmed; ownership aligned; hedging/pledging prohibited) and indicate active governance engagement through his committee chair role.