ManpowerGroup appoints Lidia Fonseca to its board
Her 2026 compensation is prorated from a $120,000 annual retainer and an approximately $180,000 annual grant, each with a stock alternative.
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Rhea-AI Filing Summary
ManpowerGroup Inc. appointed Lidia Fonseca to its Board of Directors, with service beginning November 1, 2026; board size will increase from 12 to 13 directors. Fonseca previously served as Pfizer’s Chief Digital and Technology Officer and Executive Vice President and is currently Senior Advisor to Pfizer’s CEO. She will not serve on a ManpowerGroup board committee.
As a non-employee director, Fonseca will receive a prorated 2026 retainer and annual grant under the existing director compensation arrangement: a $120,000 annual cash retainer (or deferred stock at her election) and an annual grant with approximately $180,000 grant-date fair value (or restricted stock at her election). She is also entitled to reimbursement for travel to board and, if applicable, committee meetings. The company will enter into an indemnification agreement with her in substantially the same form as those with other outside directors.
8-K Event Classification
Key Figures
Key Terms
deferred stock financial
restricted stock financial
indemnification agreement regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Election of Directors.
On October 26, 2026, ManpowerGroup Inc. (the “Company”) appointed Lidia Fonseca to its Board of Directors, with service to begin on November 1, 2026. The size of the Company’s Board of Directors will increase from twelve to thirteen directors in connection with the appointment of Ms. Fonseca. Ms. Fonseca previously served as Chief Digital and Technology Officer and Executive Vice President of Pfizer Inc. and is currently the Senior Advisor to the Chief Executive Officer of Pfizer Inc. Ms. Fonseca has not been appointed to serve on any committee of the Company’s Board of Directors.
As a non-employee director of the Company, Ms. Fonseca will participate in the same compensation arrangement as the other non-employee directors of the Company, as described in Exhibits 10.5(a) and 10.5(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Under this compensation arrangement, non-employee directors receive (1) an annual cash retainer equal to $120,000 (or, if elected by the director, deferred stock in lieu of all or a portion of the cash retainer), and (2) an annual grant of deferred stock with a grant date fair value of approximately $180,000 (or, if elected by the director, a grant of restricted stock). Ms. Fonseca will receive a prorated retainer and annual grant in connection with her service in 2026. Ms. Fonseca will also be entitled to receive reimbursement for travel expenses incurred in connection with attending Board of Directors and, if applicable, committee meetings.
There are no family relationships between Ms. Fonseca and any director or executive officer of the Company, and no arrangements or understandings between Ms. Fonseca and any other person pursuant to which she was selected as a director. Since January 1, 2025, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Ms. Fonseca had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The Company will also enter into an indemnification agreement with Ms. Fonseca, which will be in substantially the same form as the indemnification agreements entered into by the Company with each of the Company’s other outside directors. A copy of the indemnification agreement is filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 31, 2006 and is incorporated herein by reference.
The press release issued by the Company announcing the appointment of Ms. Fonseca is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Exhibits.
Exhibit No. |
Description |
99.1 |
Press Release dated October 28, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ManpowerGroup Inc. |
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Date: |
October 28, 2026 |
By: |
/s/ Dale Johnson |
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Dale Johnson |
