Ulice Payne, Jr.
ManpowerGroupAbout Ulice Payne, Jr.
Independent director at ManpowerGroup since 2007; age 69 as of the 2025 proxy; serves on the Audit and Governance & Sustainability committees. Background includes leadership in global trade compliance (President and Managing Member of Addison‑Clifton since 2004), prior CEO of the Milwaukee Brewers (2002–2003), and partner/managing partner at Foley & Lardner (1998–2002), with public company board experience at WEC Energy Group (since 2003) and Foot Locker (since 2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Addison‑Clifton, LLC | President & Managing Member | Since 2004 | Global trade compliance advisory leadership; international regulatory/compliance expertise supports Audit/Governance oversight |
| Milwaukee Brewers Baseball Club | Chief Executive Officer | 2002–2003 | Operational, managerial experience; stakeholder engagement |
| Foley & Lardner LLP | Partner; Managing Partner | 1998–2002; Managing Partner 2001–2002 | Legal, governance, risk; financial and compliance oversight |
| State of Wisconsin | Commissioner of Securities | Feb 1985–Dec 1987 | Regulatory oversight; investor protection; securities governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WEC Energy Group (NYSE: WEC) | Director | Since 2003 | Public company board; industry is regulated utilities; Form 4 filings show ongoing compliance activity |
| Foot Locker, Inc. (NYSE: FL) | Director | Since 2016 | Public company board; retail sector; recent Form 4 filings recorded |
| Northwestern Mutual Life Insurance Co. | Trustee (former) | 2005–2018 | Financial services governance; fiduciary experience |
| Metropolitan Milwaukee Association of Commerce | Director | Not disclosed | Regional business leadership |
| Advancement of Blacks in Sports | Director | Not disclosed | DEI and community leadership |
Board Governance
- Committee assignments: Audit; Governance & Sustainability; not a chair .
- Independence: Board determined Audit Committee members meet independence requirements (includes Payne); Governance & Sustainability Committee members are all independent (includes Payne) .
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in 2024; Board met 5 times, Audit met 4 times, Governance & Sustainability met 4 times; Audit held private sessions with auditors, internal audit, and management .
- Lead Independent Director: Julie M. Howard (Payne is not LID) .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 120,000 | Not separately disclosed | Not disclosed | 120,000 |
Performance Compensation (Director Equity)
| Grant Year | Award Type | Shares (#) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 | Deferred Stock (Annual) | 2,265 | 180,000 | Fully vested by 12/31/2024 | Annual non-employee director grant |
| 2024 | Deferred Stock (In lieu of dividends) | 348 | 24,245 | Fully vested by 12/31/2024 | Dividend equivalents |
| 2025 | Deferred Stock (Unvested as of record date) | 3,119 | Not disclosed | Vests in equal quarterly installments during 2025 | Issued Jan 1, 2025 under 2011 Plan |
No performance metrics are tied to director equity grants (restricted/deferred stock are time-based and were fully vested for 2024 awards) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| WEC Energy Group | Regulated Utilities | Director | No disclosed related-party transactions with ManpowerGroup; audit committee oversees related-party approvals; none disclosed in 2024 |
| Foot Locker | Retail | Director | No disclosed related-party transactions with ManpowerGroup; none reported in proxy |
- Overboarding: Company guideline limits Audit Committee service to no more than three public companies; no member exceeds this (Payne included) .
Expertise & Qualifications
- Identified skills: Previous public board service; international business; corporate governance; senior leadership (CEO/C‑suite); sales; government relations; HR; marketing/branding; technology; accounting/financial oversight; operations .
- Recognitions: Savoy Magazine’s Most Influential Black Corporate Directors (2017) .
Equity Ownership
| As of Record Date (Feb 21, 2025) | Common Stock Owned (#) | Vested Deferred Stock (#) | Unvested Deferred Stock (#) | Target Shares (#) | Shares Held vs Target (#) | Value of Shares ($) | Ownership % of Class |
|---|---|---|---|---|---|---|---|
| Payne | 11,970 | 6,216 | 3,119 (vests quarterly in 2025) | 6,601 | 18,186 held vs 6,601 target (compliant) | 977,861 (at $53.77 on 2/21/2025) | <1% |
- Director stock ownership guidelines: For directors appointed prior to Nov 12, 2021, target value equals $450,000; for directors appointed after, guideline equals 5x annual cash retainer (vested deferred stock and common stock count; options/derivatives excluded) .
- Hedging/pledging: Prohibited for non‑employee directors (including short sales, derivative hedges, and pledging/margin accounts) .
Insider Trades (MAN)
| Filing Date | Period of Report | Transaction Type | Notes/Description | Source |
|---|---|---|---|---|
| Jan 3, 2024 | Jan 1, 2024 | Settlement of deferred stock | Deferred stock settled 1:1 into MAN common stock | |
| May 21, 2024 | May 20, 2024 | Statement of changes in beneficial ownership | Form 4 filed; details in issuer archive |
Governance Assessment
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Strengths:
- Long-tenured independent director with dual committee service (Audit; Governance & Sustainability), meeting independence requirements; audit committee private sessions indicate active oversight of auditors, internal controls, and risk .
- Strong ownership alignment: exceeds director ownership guideline by a wide margin; prohibitions on hedging and pledging reduce misalignment risk .
- Attendance: at least 75% of Board/committee meetings; Board and key committees met regularly in 2024 (Board 5x; Audit 4x; Governance & Sustainability 4x) .
- Diverse expertise across compliance, global trade, legal, operations, and public company boards supports committee effectiveness (especially Audit/Governance) .
-
Potential risks/monitoring items:
- Multiple public boards (MAN, WEC, FL): within company audit committee limits and standard practice, but monitor workload/time commitments; no audit-committee overboarding per policy .
- Related-party oversight: Audit Committee reviews and approves material related-party transactions; 2024 proxy did not disclose any involving Payne, which is a positive indicator; continue monitoring .
RED FLAGS: None disclosed related to hedging/pledging, related-party transactions, attendance shortfalls, or pay anomalies for director compensation in 2024 .