William P. Gipson
ManpowerGroupAbout William P. Gipson
Independent director of ManpowerGroup since 2020; age 67. He serves on the People, Culture and Compensation Committee . Former President, Enterprise Packaging Transformation at Procter & Gamble (2017–June 2019), Senior VP R&D for Asia (2015–2017), Senior VP R&D for Global Hair Care/Color & Overall Beauty (2011–2015), and Corporate Chief Diversity Officer (2011–June 2019); U.S. Air Force veteran . Current public company directorship: Rockwell Automation (since November 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | President, Enterprise Packaging Transformation | 2017–June 2019 | Led packaging transformation and growth initiatives at a global CPG company |
| Procter & Gamble | SVP, R&D – Asia | 2015–2017 | Led R&D across Asia; global operating exposure |
| Procter & Gamble | SVP, R&D – Global Hair Care/Color & Overall Beauty | 2011–2015 | Product innovation leadership in global beauty categories |
| Procter & Gamble | Corporate Chief Diversity Officer | 2011–June 2019 | Led global D&I program for eight years |
| U.S. Air Force | Veteran | n/a | Military service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation | Director | Since Nov 2020 | Public company board experience |
| STEM Pathway to MBA (University of Alabama) | Former Director | n/a | Education/non-profit leadership |
| CityLink (Cincinnati) | Former Director | n/a | Non-profit service focused on poverty alleviation |
| Executive Leadership Council | Former Director | n/a | Leadership network governance |
| United Negro College Fund | Former Director | n/a | Education/non-profit governance |
| National Action Council for Minorities in Engineering | Former Director | n/a | STEM diversity advocacy governance |
Board Governance
- Committee assignments: People, Culture and Compensation Committee; not chair .
- Committee independence: All PCC members are independent under NYSE listing standards .
- PCC meetings: 5 in 2024 .
- Board meetings: 5 in 2024; one action by written consent .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024; all directors attended the 2024 annual meeting of shareholders .
- Independence determination: Board determined ten current directors are independent under NYSE standards after applying categorical standards; PCC members had no Item 404 relationships requiring disclosure .
- Lead Independent Director: Julie M. Howard; also PCC Chair and member of Governance & Sustainability Committee .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 5 |
| PCC meetings held | 5 |
| Director attendance threshold | ≥75% for all directors |
| Annual meeting attendance | 100% of directors |
Fixed Compensation
- Non-Employee Director Compensation Structure (2024): Annual base retainer $300,000 (cash $120,000; equity $180,000). Chair retainers: Audit ($30,000), PCC ($25,000), Governance & Sustainability ($25,000); Lead Director ($35,000; plus chair retainer if applicable) .
- Election to take retainer in stock: Directors may elect deferred stock in lieu of 50%, 75%, or 100% of annual cash retainer; in 2024, Mr. Gipson elected 100% stock in lieu of cash .
| 2024 Director Compensation (MAN) | Amount ($) |
|---|---|
| Fees earned or paid in cash | — |
| Stock awards (grant-date fair value) | 339,155 |
| Total | 339,155 |
| 2024 Stock Award Components (Gipson) | Shares | Amount ($) |
|---|---|---|
| Annual grant of deferred stock | 2,265 | 180,000 |
| Deferred stock in lieu of 100% cash retainer | 1,722 | 120,000 |
| Deferred stock issued in lieu of dividends | 562 | 39,155 |
Performance Compensation
- Equity grant mechanics: Annual equity grant effective January 1; number of shares equals $180,000 divided by prior year-end closing price; 2024 total shares granted to each director: 2,265; vest in equal quarterly installments throughout the year .
- Distribution of deferred stock: Distributed in shares on the earlier of three years from grant date or within 30 days of leaving the board; deferral may be extended by 5 years (and further extensions in 5-year increments) if elected ≥12 months before end of current deferral period .
- Performance metrics: No performance-based metrics disclosed for non-employee director compensation; equity vesting is time-based .
| 2024 Equity Grant Detail | Shares | Vesting |
|---|---|---|
| Annual deferred/restricted stock grant | 2,265 | Vests in equal quarterly installments during 2024 |
| Cash retainer elected as deferred stock | 1,722 | Granted at year-end per election; share count based on quarterly average closing prices |
Other Directorships & Interlocks
- Current public company board: Rockwell Automation (since Nov 2020) .
- PCC interlocks: Committee members (incl. Gipson) have never been officers/employees of ManpowerGroup; none of MAN’s executive officers served on compensation committees or boards of companies where other MAN directors are executive officers .
- Independence safeguards: Board applies categorical standards and annually reviews relationships; certain directors have affiliations with companies that engage MAN, all within categorical standards and independence maintained .
Expertise & Qualifications
- Deep managerial and operational experience at P&G; product innovation leadership; international postings; D&I leadership experience .
- Skills identified: Previous public board, international business, corporate governance, C‑suite leadership, sales, government relations, HR, marketing/branding, technology, accounting/financial oversight, operations .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Common stock beneficially owned | — |
| Right to acquire common stock (within 60 days) | — |
| Percent of class | <1% |
| Vested deferred stock (as of Feb 21, 2025) | 15,021 |
| Unvested deferred stock (Jan 1, 2025 grant; vests quarterly in 2025) | 3,119 |
| Director stock ownership guideline target (shares) | 4,990 |
| Shares held for guideline calculation (common + vested deferred) | 15,021 |
| Value of shares held for guideline calculation | $807,679 |
| Guideline status | Satisfied (ü) |
- Stock ownership guidelines: For directors appointed after Nov 12, 2021, guideline equals five times the annual cash retainer; for earlier appointments, $450,000 value; committee counts vested deferred stock and common stock toward compliance .
Governance Assessment
- Independence and committee role: Gipson is independent (per NYSE standards) and serves on the PCC, which had five meetings in 2024 and is fully independent—supports credible oversight of pay and culture .
- Attendance and engagement: Met at least 75% attendance at board and committee meetings in 2024 and attended the annual meeting—adequate engagement signal for investors .
- Alignment through equity: Elected 100% of cash retainer in stock; total 2024 compensation was entirely equity-based ($339,155), with additional vested deferred stock holdings and guideline compliance—strong skin‑in‑the‑game .
- Interlocks/conflicts: PCC members had no Item 404 related-party relationships; board independence validated despite certain director affiliations with companies engaging MAN under categorical standards—low conflict risk .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies for directors; consultant conflicts managed via procedures and independence safeguards—no immediate governance red flags .