Michelle Nettles
ManpowerGroupAbout Michelle Nettles
Executive Vice President, Chief People & Legal Officer at ManpowerGroup (expanded from Chief People & Culture Officer in 2025; joined July 2019). She oversees global HR, culture, diversity, and now Legal. Education: J.D., University of Wisconsin–Madison; B.S., Florida A&M University . Company performance context in 2024: ManpowerGroup TSR value of $100 fell to $70.33; Net Income was $145.1m; Adjusted EBITA Margin 2.26% . Compensation plan metrics “as calculated” for 2024: EPS $4.33 (below threshold), ROIC 6.8% (below threshold), Revenue $18.3bn (between threshold and target) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ManpowerGroup | EVP, Chief People & Culture Officer; expanded to EVP, Chief People & Legal Officer | 2019–present (Legal added 2025) | Leads global HR/culture across ~80 countries; now leads Global Legal |
| Molson Coors / MillerCoors | Chief People & Diversity Officer; 20 years of HR leadership roles | to 2019 (c. 20 years total) | Executive comp, talent, D&I, labor relations, succession across global consumer enterprise |
External Roles
| Organization | Role | Years |
|---|---|---|
| HR People + Strategy | Board member | n/d |
| Thurgood Marshall College Fund (Washington, D.C.) | Board member | n/d |
| Howard Fuller Collegiate Academy | Board Chair | n/d |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 600,000 | 600,000 |
| Target bonus (% of salary) | 75% | 85% |
| Actual annual incentive ($) | 160,020 | 207,000 |
| 2025 changes (reference) | — | Salary to $650,000; target bonus to 100% of salary |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Results
| Metric | Weight | 2024 Goal Structure | 2024 Result (Company) | 2024 Payout Driver for Nettles |
|---|---|---|---|---|
| EPS | 25% | Threshold $5.07 / Target $6.67 / Outstanding $7.81 | $4.33 (below threshold) | 0% |
| ROIC | 25% | Threshold 7.7% / Target 9.7% / Outstanding 11.1% | 6.8% (below threshold) | 0% |
| Revenue | 20% | Threshold $17.9bn / Target $19.0bn / Outstanding $20.0bn | $18.3bn (between threshold & target) | 9.8% of salary = $58,500 |
| Strategic KPIs | 30% | Individual priorities (talent, diversity, digitization, org effectiveness) | Committee assessment | 24.8% of salary = $148,500 |
| Total AIP payout | — | — | — | 34.5% of salary = $207,000 |
Notes: AIP calculations exclude FX, restructuring (net of savings), goodwill impairment, and certain non-recurring items per policy .
Long-Term Incentives (LTI)
| Grant/Plan | Design | 2024 Grant Details | Vesting/Measurement |
|---|---|---|---|
| PSUs (2024 grant) | 60% of LTI; 3-year avg EBITA Margin % with rTSR ±25% modifier; EBITA “gate” must exceed $398.0m for payout >100% | Target PSUs: 11,940; grant-date fair value $874,247 | Performance period 2024–2026; vest/settle Feb 2027 subject to EBITA% scale: Threshold 1.00%; Target 3.40%; Outstanding 3.90% |
| RSUs (2024 grant) | 40% of LTI; time-based | 7,960 RSUs; grant-date fair value $559,986 | Three-year cliff vesting in Feb 2027; dividend equivalents accrue |
| PSU outcome (2022 grant) | 3-year avg EBITA Margin % | Target 6,841; Earned 4,751 (62% payout); settled Feb 2025 | Committee did not apply KPI modifier on 2022 cycle |
Scheduled Future Vesting (Unvested at 12/31/2024)
| Award | Shares (Nettles) | Scheduled vest date |
|---|---|---|
| RSUs | 6,141 | Feb 17, 2026 |
| RSUs | 8,312 | Feb 16, 2027 |
| Career Shares (long-dated RSUs) | 12,773 | Feb 11, 2027 |
| PSUs (2023 cycle at target) | 9,211 | Feb 2026 (subject to performance/KPI; 2023 design) |
| PSUs (2024 cycle at target) | 12,468 | Feb 2027 (subject to performance & rTSR) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 65,948 common shares; right to acquire 30,570 within 60 days; <1% of outstanding |
| 2024 ownership guidelines | 3× salary ($1,650,000) → Target shares 22,968; Shares held 61,877; Status: in compliance as of 12/31/2024 |
| Hedging/pledging | Hedging, pledging, short sales prohibited under Insider Trading Policy |
| Options (as of 12/31/2024) | 11,254 @ $83.84 exp. 8/14/2029; 10,555 @ $92.70 exp. 2/14/2030; 6,571 exercisable + 2,190 unexercisable @ $92.49 exp. 2/12/2031 . Remaining unvested options from this tranche vested Feb 12, 2025 . |
| In-the-money value | Unvested options were out-of-the-money at 12/31/2024 (stock $57.72 < strikes) |
| Unvested RSUs/PSUs snapshot | See “Scheduled Future Vesting” above |
Employment Terms
| Provision | Key terms |
|---|---|
| Severance (no CoC) | Lump sum = base salary + target bonus; for Nettles at 12/31/2024 illustration: $600,000 + $510,000 = $1,110,000 . Prorated incentive (actual on financials, target on KPIs) . 12 months health benefits; outplacement up to $25,000 . |
| Change-of-control (double trigger) | 2× (base + target bonus) for Nettles = $2,220,000; 18 months health benefits; outplacement $25,000; equity subject to plan treatment . |
| Non-compete / non-solicit | One-year post-termination non-compete under severance agreements (with specified exceptions tied to CoC) |
| Clawback | NYSE/SEC-compliant Senior Executive Compensation Recovery Policy; 3-year recovery window for incentive pay upon restatement |
| No tax gross-ups | No excise tax gross-ups; payments capped or cutback per Section 280G optimization |
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid 34.5% of salary for Nettles, reflecting EPS/ROIC below threshold and revenue slightly above threshold; 2022 PSU cycle paid 62% of target—both consistent with softer TSR and margins (TSR value $70.33; Adjusted EBITA Margin 2.26%) .
- Selling pressure/vesting calendar: Major vesting events typically occur in February. For Nettles, RSUs/PSUs scheduled for Feb 2026 and Feb 2027 could add supply, though policy requires 50% retention until ownership guidelines are met (she is already in compliance) and options were out-of-the-money at 12/31/2024, limiting forced exercises .
- Incentive design pivot: 2025 AIP shifts to Revenue (35%) and EBITA (45%) with Strategic KPIs at 20%, increasing emphasis on profitability and top-line growth; rTSR modifier remains in PSUs, adding market-relative discipline (±25%) .
- Retention and role expansion: 2025 raise (salary to $650k; target bonus to 100%; LTI target to $1.6m) coincides with expanded Legal remit, signaling retention priority and broader enterprise accountability .
- Governance/Shareholder support: 2024 Say-on-Pay approval ~94%, reducing risk of compensation-related shareholder friction .
Sources for background and education: ManpowerGroup leadership page and 2019 appointment press release . All compensation, equity, ownership, and plan design details as cited above from ManpowerGroup 2025 and 2024 DEF 14A filings.