Paul Read
ManpowerGroupAbout Paul Read
Paul Read is an independent director of ManpowerGroup, serving since 2014 and currently age 58. He sits on the Audit Committee and is designated an SEC “audit committee financial expert,” reflecting deep finance and operational credentials from senior roles at Ingram Micro and Flextronics. He met the board’s attendance threshold in 2024 and is considered independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingram Micro | President, Global Technology Business; Chief Operating Officer | 2013–2016 | Led global tech distribution and supply chain operations; brings information security and technology industry insights to ManpowerGroup. |
| Flextronics International (Flex Ltd.) | Chief Financial Officer | 2008–2013 | Extensive finance and accounting oversight; strengthens audit committee expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None | — | No current public company board service; reduces interlock risk. |
| Ingram Micro | Non-Executive Director (former) | — | Former directorship at a major technology distributor. |
| Leavey School of Business, Santa Clara University | Board of Advisors (former) | — | Academic advisory role; governance experience. |
| Arcient, Inc. | Director (former) | — | Private information and technology services company. |
Board Governance
- Committee memberships: Audit Committee; not a chair. Audit Committee met 4 times in 2024 and the Board met 5 times; each director attended at least 75% of meetings of the Board and committees on which they served.
- Independence: Board determined Paul Read and other non-employee directors are independent under NYSE standards; Read is also an SEC-defined audit committee financial expert.
- Lead Independent Director: Julie M. Howard; governance and sustainability committee oversees board composition and independence.
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 133,846 | Annual cash retainer; Read did not elect 100% of cash retainer into deferred stock. |
| Stock Awards (Grant-Date Fair Value) | 184,668 | $180,000 annual restricted stock grant (2,265 shares) + $4,668 deferred stock issued in lieu of dividends (67 shares). |
| Total | 318,514 | Cash plus equity. |
- Director compensation structure (non-employee): $300,000 annual retainer (cash $120,000; equity $180,000); Chair and lead director premia: Audit ($30,000), PCC ($25,000), Governance ($25,000), Lead Director ($35,000). Directors may elect to receive 50–100% of cash retainer in deferred stock.
Performance Compensation
- No performance-vesting awards or bonus metrics apply to non-employee directors; annual equity grants are time-based and vest quarterly, with deferred stock distributed per policy or at board departure.
| Performance Metric Applied to Director Pay | Structure | Notes |
|---|---|---|
| None disclosed | Time-based vesting only | No TSR/EBITDA/revenue targets for director equity. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None. |
| Prior public company boards | Ingram Micro (Non-Executive Director). |
| Interlocks/overlaps | None disclosed; board independence affirmed after categorical standards review. |
Expertise & Qualifications
- Recognized audit committee financial expert; strong finance and accounting background as Flextronics CFO.
- Significant managerial and global operations experience from Ingram Micro COO/President roles; technology and information security exposure beneficial to risk oversight.
Equity Ownership
| Item | Amount |
|---|---|
| Total shares held | 22,982 (21,409 common; 1,573 vested deferred). |
| Ownership guideline target (shares) | 6,601. |
| Value of shares (at $53.77 on Feb 21, 2025) | $1,235,742. |
| Compliance with ownership guidelines | In compliance (✓). |
| Hedging/pledging/derivatives policy | Prohibited for non-employee directors (includes short sales, equity swaps, options/derivatives; no pledging or margin accounts). |
| Equity grant vesting | Annual equity grant (2,265 shares) vests in equal quarterly installments during the year; deferred stock distribution per policy. |
Governance Assessment
- Independence and financial expertise signal strong board effectiveness: Read is independent and an SEC audit committee financial expert, aligning with robust financial oversight needs.
- Engagement: At least 75% attendance and membership on an active Audit Committee (4 meetings) supports adequate participation; board held five meetings in 2024.
- Pay and alignment: 2024 compensation mix weighted to equity ($184,668 grant-date value) with strict anti-hedging/pledging policy; ownership materially exceeds guideline, indicating strong alignment with shareholders.
- Conflicts/related-party exposure: The Audit Committee reviews related party transactions; independence determinations incorporate categorical standards and known relationships; no director-specific related-party issues for Read are disclosed.
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, or attendance; no option repricing or tax gross-ups indicated for directors.
Implication for investors: Read’s tenure, finance background, and audit expertise are positives for oversight and risk management; his equity ownership and compliance with stringent trading policies support investor confidence, with no disclosed conflicts or pay anomalies.