Muriel Pénicaud
ManpowerGroupAbout Muriel Pénicaud
Muriel Pénicaud (age 69) is an independent director of ManpowerGroup, serving since 2022, and a member of the People, Culture and Compensation Committee . She brings senior government, diplomatic, and multinational CHRO experience, including French Minister of Labor (2017–July 2020), Ambassador and Permanent Representative of France to the OECD (2020–March 2022), and CHRO roles at Danone and Dassault Systèmes . The Board determined that its non-employee directors, including Ms. Pénicaud, are independent under NYSE rules; the CEO is not independent . In 2024, each director attended at least 75% of Board and applicable committee meetings (the Board met five times and took one written consent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic of France | Minister of Labor | 2017–July 2020 | Cabinet-level leadership on labor policy |
| Government of France / OECD | Ambassador, Permanent Representative of France to the OECD | 2020–March 2022 | International economic and policy engagement |
| Business France | French Ambassador for International Investment; CEO of Business France | 2014–2017 | Led national agency for international development of French economy |
| Danone Group | Senior EVP, Human Resources; Executive Committee member | 2008–2014 | Global CHRO leadership at multinational |
| Dassault Systèmes | Senior EVP, HR, Organization & Sustainable Development | 2002–2008 | Global HR and sustainability leadership at technology company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bain Capital | Senior Advisor | Since Feb 2023 | Private investment firm; advisory role |
| Publica HoldCo (Inetum) | Director | Not disclosed | Holding company for European digital services provider |
| Galileo Global Education | Director | Not disclosed | International higher education provider |
| Global Summit of Women | Advisory Board Member | Not disclosed | Business and economic forum |
| Public company boards | None | — | No current public company directorships |
Board Governance
- Committee assignments: Member, People, Culture and Compensation Committee (PCCC); not a chair. The PCCC held 5 meetings in 2024 and is chaired by Lead Director Julie M. Howard .
- Independence: The Board determined 10 current directors are independent under NYSE standards (the CEO is not independent) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; the Board met five times and took one written consent .
- Board leadership: Combined Chair/CEO structure (Jonas Prising); independent Lead Director (Julie M. Howard) with defined authorities (agendas, schedules, executive sessions, shareholder availability). Ms. Howard was re-appointed Lead Director for 2025 in February 2025 .
- Retirement policy: General retirement age of 75; no nominations after a director’s 75th birthday (finish current term if turning 75 mid-term) .
- Compensation governance context: PCCC uses Mercer as independent consultant (no conflicts identified) and oversees HCM, incentive risk, and recovery policy administration .
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (grant-date fair value) | $194,004 (includes $180,000 annual deferred stock and $14,004 dividend-equivalent deferred stock) |
| Total | $314,004 |
| 2024 Non-Employee Director Compensation Structure | Amount/Terms |
|---|---|
| Annual base retainer (total) | $300,000 ($120,000 cash; $180,000 equity) |
| Annual equity grant mechanics | Grant effective Jan 1; shares = $180,000 divided by prior year-end price; 2024 grant was 2,265 shares; vests in equal quarterly installments |
| Cash deferral election | May elect 50%/75%/100% of cash retainer as deferred stock; distribution earlier of 3 years or departure; extensions permitted |
| Chair retainers | Audit Chair $30,000; PCCC Chair $25,000; Governance & Sustainability Chair $25,000 |
| Lead Director retainer | $35,000 (additive to any chair retainer) |
Performance Compensation
| Performance-Conditioned Elements for Directors | Disclosure |
|---|---|
| Performance-based equity or options | None disclosed for directors; annual director equity is deferred stock or restricted stock with time-based vesting; no options granted |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | PCCC disclosed no interlocks or Item 404 relationships for members (includes Ms. Pénicaud) |
| Related-party transactions | Board independence review references commercial relationships within categorical standards; no relationships compromising independence identified; CEO not independent as an executive |
Expertise & Qualifications
- Human capital and CHRO leadership at large multinationals (Danone; Dassault Systèmes) .
- Senior government and diplomatic experience (French Minister of Labor; Ambassador to OECD), bringing labor market, regulatory and international policy expertise, with particular insight into France, MAN’s largest country operation .
- Recognized with European orders of merit (Officer of the French Legion of Honour) .
Equity Ownership
| Director Ownership Guidelines & Status | Data |
|---|---|
| Ownership guideline | 5x annual cash retainer for directors appointed after Nov 12, 2021 |
| Target shares | 6,674 shares for Ms. Pénicaud |
| Shares held (as of Feb 21, 2025) | 4,764 shares (vested deferred stock) |
| Value of shares (as of Feb 21, 2025) | $256,160 (price per share $53.77) |
| Compliance deadline | December 12, 2027 |
| Hedging/pledging | Prohibited for non-employee directors; also prohibits short sales and options/derivatives |
Additional equity mechanics: Director deferred stock is distributed in shares at the earlier of 3 years from grant or within 30 days of leaving the Board; directors may extend the deferral period by at least five-year increments made ≥12 months before the current deferral end date .
Governance Assessment
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Strengths for investor confidence
- Independent director with deep HR, labor, and public-policy expertise aligned to MAN’s core human capital business; provides international perspective with emphasis on Europe/France .
- Active member of the PCCC overseeing executive pay/human capital; no interlocks or related-party issues disclosed for committee members .
- Clear director pay design (cash + time-based equity), ownership guidelines, and prohibitions on hedging/pledging; strong shareholder support on Say-on-Pay in 2024 (94%) signaling confidence in compensation oversight .
-
Watch items
- Ownership guidelines not yet met; however, policy provides a five-year compliance window for post-2021 appointees. Ms. Pénicaud holds 4,764 shares vs. a 6,674-share target, with a deadline of December 12, 2027 .
- No current public-company board experience (could be a neutral factor given significant government and CHRO background) .
-
RED FLAGS
- None identified in filings: attendance at least 75%; no Item 404 related-party transactions flagged; PCCC interlocks negative; hedging/pledging prohibited; no director option repricing .