2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 250 Compensation Discussion and Analysis Compensation Discussion and Analysis Table of Contents Background 25 Executive Summary 25 2017 Compensation Reflected Strong 2017 Financial Results 25 We Manage Our Business in Light of Global Macroeconomic Forces, Business Cycles and Complexity 26 Our Executive Pay is Designed to be Variable and Affordable 26 We Focus on Three Key Performance Metrics 27 We Utilize a Broad Group of Comparators for Compensation 27 Key Compensation and Governance Policies 28 CEO Compensation Continues to Follow our Guiding Principle of Pay-For-Performance 29 Objectives of Compensation Program 30 Say on Pay Vote 31 Shareholder Engagement 31 Compensation Elements 32 Pay for Results 34 Target Total Compensation 35 Balancing Short- and Long-Term Compensation 36 Market Positioning: We Target Compensation Outcomes to the Median of the Competitive Market 37 How We Determine the Competitive Market: Challenges in Identifying a Relevant Peer Group 37 Assessing Individual Factors 38 How the Committee Determines Compensation Levels 38 Setting Annual Incentive Goals and Equity Awards for Mr. Prising 39 Setting Annual Incentive Goals and Equity Awards for Messrs. McGinnis, Green, Chandrashekar and Ms. Swan 39 Components of the 2017 Executive Compensation Program 40 Base Salary 40 Annual Cash Incentives 40 Pool Plan 40 How the Committee Sets Underlying Goals for EPS and ROIC 41 Why the Company Uses EPS and ROIC 41 The Committee Also Uses AOUP for Certain NEOs 42 Annual Incentive Award Opportunities by NEO 42 Jonas Prising — Annual Incentive Award Opportunities 42 John T. McGinnis — Annual Incentive Award Opportunities 43 Darryl Green — Annual Incentive Award Opportunities 44 Ram Chandrashekar — Annual Incentive Award Opportunities 44 Mara E. Swan — Annual Incentive Award Opportunities 45 Long-Term Incentives 45 23 | ManpowerGroup Total of 02 pages in section MANPOWERGROUP