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Share-Based Compensation Plans | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation Plans | (3) Share-Based Compensation Plans During 2023, 2022 and 2021, we recognized $28.7, $37.6 and $36.8, respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock and performance share units, all of which is recorded in selling and administrative expenses. Consideration received from share-based awards for 2023, 2022 and 2021 was $1.8, $0.3 and $5.1, respectively. The income tax benefit recognized during 2023, 2022 and 2021 was $1.0, $2.6 and $1.6, respectively, for the United States share-based compensation and $1.6, $1.3 and $1.6, respectively, for non-United States share-based compensation. We recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award. Stock Options All share-based compensation is granted under the 2011 Equity Incentive Plan of ManpowerGroup Inc. (“2011 Plan”). Options and stock appreciation rights are granted at a price not less than 100% of the fair market value of the common stock at the date of grant. Generally, options are granted with a ratable vesting period of up to four years and expire ten years from date of grant. No stock options were granted subsequent to 2021. No stock appreciation rights had been granted or outstanding as of December 31, 2023, 2022 or 2021. A summary of stock option activity is as follows:
|  | Shares (000) |  |  | Wtd. Avg. Exercise Price Per Share |  |  | Wtd. Avg. Remaining Contractual Term (years) |  |  | Aggregate Intrinsic Value (in millions) |
Outstanding, January 1, 2021 |  |  | 788 |  |  | $ | 91 |  |  |  |  |  |  |
Granted |  |  | 130 |  |  |  | 92 |  |  |  |  |  |  |
Exercised |  |  | (38 | ) |  |  | 93 |  |  |  |  |  | $ | — |
Expired or cancelled |  |  | (28 | ) |  |  | 123 |  |  |  |  |  |  |
Outstanding, December 31, 2021 |  |  | 852 |  |  | $ | 90 |  |  |  | 6.1 |  |  | $ | 8 |
Exercisable, December 31, 2021 |  |  | 510 |  |  | $ | 89 |  |  |  | 4.8 |  |  | $ | 6 |
Outstanding, January 1, 2022 |  |  | 852 |  |  | $ | 90 |  |  |  |  |  |  |
Granted |  |  | — |  |  | N/A |  |  |  |  |  |  |
Exercised |  |  | — |  |  | N/A |  |  |  |  |  |  |
Expired or cancelled |  |  | — |  |  | N/A |  |  |  |  |  |  |
Outstanding, December 31, 2022 |  |  | 852 |  |  | $ | 90 |  |  |  | 5.1 |  |  | $ | 2 |
Exercisable, December 31, 2022 |  |  | 639 |  |  | $ | 90 |  |  |  | 4.4 |  |  | $ | 2 |
Outstanding, January 1, 2023 |  |  | 852 |  |  |  | 90 |  |  |  |  |  |  |
Granted |  |  | — |  |  | N/A |  |  |  |  |  |  |
Exercised |  |  | (23 | ) |  |  | 76 |  |  |  |  |  |  |
Expired or cancelled |  |  | (19 | ) |  |  | 109 |  |  |  |  |  |  |
Outstanding, December 31, 2023 |  |  | 810 |  |  | $ | 90 |  |  |  | 4.4 |  |  | $ | 1 |
Exercisable, December 31, 2023 |  |  | 706 |  |  | $ | 90 |  |  |  | 4.1 |  |  | $ | 1 |
Options outstanding and exercisable as of December 31, 2023 were as follows:
|  | Options Outstanding |  |  | Options Exercisable |
Exercise Price |  | Shares (000) |  |  | Weighted- Average Remaining Contractual Life (years) |  |  | Weighted- Average Exercise Price |  |  | Shares (000) |  |  | Weighted- Average Exercise Price |
$75-$80 |  |  | 177 |  |  |  | 1.6 |  |  |  | 76 |  |  |  | 177 |  |  |  | 76 |
$81-$89 |  |  | 179 |  |  |  | 4.5 |  |  |  | 84 |  |  |  | 179 |  |  |  | 84 |
$90-$95 |  |  | 286 |  |  |  | 6.6 |  |  |  | 93 |  |  |  | 182 |  |  |  | 93 |
$96-$123 |  |  | 168 |  |  |  | 3.6 |  |  |  | 109 |  |  |  | 168 |  |  |  | 109 |
|  |  | 810 |  |  |  | 4.4 |  |  | $ | 90 |  |  |  | 706 |  |  | $ | 90 |
We recognized expense of $0.5, $0.8 and $2.9 related to stock options for the years ended December 31, 2023, 2022 and 2021, respectively. The total fair value of options vested during the same periods was $2.2, $2.8 and $2.6, respectively. As of December 31, 2023, total unrecognized compensation cost was $0.2, net of estimated forfeitures, which we expect to recognize over a weighted-average period of approximately 1.0 year. We estimated the fair value of stock options on the 2021 grant date using the Black-Scholes option pricing model and the following assumptions:
|  | 2021 |
Average risk-free interest rate |  |  | 0.7 | %
Expected dividend yield |  |  | 2.7 | %
Expected volatility |  |  | 35.0 | %
Expected term (years) |  |  | 6.0 |
The average risk-free interest rate was based on United States Treasury security rates corresponding to the expected term in effect as of the grant date. The expected dividend yield was based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. We determined expected volatility using a weighted average of daily historical volatility (weighted 75%) of our stock price over the past five years and implied volatility (weighted 25%) based upon exchange traded options for our common stock. We believe that a blend of historical volatility and implied volatility better reflects future market conditions and better indicates expected volatility than considering purely historical volatility. We determined the expected term of the stock options using historical data. The weighted-average grant-date fair value per option granted during 2021 was $22.83. Deferred Stock Our non-employee directors may elect to receive deferred stock in lieu of part or all of their annual cash retainer otherwise payable to them. The number of shares of deferred stock is determined pursuant to a formula set forth in the terms and conditions adopted under the 2011 Plan; the deferred stock is settled in shares of common stock according to these terms and conditions. During December 31, 2023, 2022 and 2021, there were 4,463, 4,775 and 1,086, respectively, shares of deferred stock awarded under this arrangement, all of which are vested. Non-employee directors also receive an annual grant of deferred stock (or restricted stock, if they so elect) as additional compensation for board service. The award vests in equal quarterly installments over one year and the vested portion of the deferred stock is settled in shares of common stock either three years after the date of grant (which may in most cases be extended at the directors’ election) or upon a director’s termination of service in accordance with the terms and conditions under the 2011 Plan. During 2023, 2022 and 2021, there were 14,721, 12,698 and 15,528, respectively, shares of deferred stock awarded under this arrangement, all of which are vested. We recognized expense of $1.9, $1.8 and $1.7 related to deferred stock in 2023, 2022 and 2021, respectively. Restricted Stock We grant restricted stock and restricted stock unit awards to certain employees and to non-employee directors who may elect to receive restricted stock rather than deferred stock as described above. Restrictions lapse over periods ranging up to five years, and in some cases upon retirement. We value restricted stock awards at the closing market value of our common stock on the date of grant. A summary of restricted stock activity is as follows:
|  | Shares (000) |  |  | Wtd. Avg. Price Per Share |  |  | Wtd. Avg. Remaining Contractual Term (years) |  |  | Aggregate Intrinsic Value (in millions) |
Unvested, January 1, 2021 |  |  | 484 |  |  | $ | 94 |  |  |  | 1.4 |  |  |  |
Granted |  |  | 208 |  |  |  | 87 |  |  |  |  |  |  |
Vested |  |  | (124 | ) |  |  | 106 |  |  |  |  |  |  |
Forfeited |  |  | (23 | ) |  |  | 84 |  |  |  |  |  |  |
Unvested, December 31, 2021 |  |  | 545 |  |  | $ | 85 |  |  |  | 1.3 |  |  |  |
Granted |  |  | 245 |  |  |  | 104 |  |  |  |  |  |  |
Vested |  |  | (177 | ) |  |  | 80 |  |  |  |  |  |  |
Forfeited |  |  | (25 | ) |  |  | 88 |  |  |  |  |  |  |
Unvested, December 31, 2022 |  |  | 588 |  |  | $ | 94 |  |  |  | 1.4 |  |  |  |
Granted |  |  | 261 |  |  |  | 82 |  |  |  |  |  |  |
Vested |  |  | (177 | ) |  |  | 87 |  |  |  |  |  |  |
Forfeited |  |  | (44 | ) |  |  | 90 |  |  |  |  |  |  |
Unvested, December 31, 2023 |  |  | 628 |  |  | $ | 91 |  |  |  | 1.4 |  |  | $ | 50 |
During 2023, 2022 and 2021, there were 8,412, 7,192 and 7,764, respectively, shares of restricted stock granted to our non-employee directors, all of which are vested except for 1,258 shares granted in 2021 that were cancelled. During 2023, 2022 and 2021, we recognize d $18.9, $19.1 and $15.6, respectively, of expense related to restricted stock awards. As of December 31, 2023, there was $15.3 of total unrecognized compensation cost related to unvested restricted stock, which we expect to recognize over a weighted-average period of approximately 2.0 years. Performance Share Units Our 2011 Plan allows us to grant performance share units. We grant performance share units with a performance period ranging from one to three years. Vesting of units occurs at the end of the performance period or after a subsequent holding period, except in the case of termination of employment where the units are forfeited immediately. Upon retirement, a prorated number of units vest depending on the period worked from the grant date to retirement date or in certain cases all of the units vest. In the case of death or disability, the units immediately vest at the Target Award level if the death or disability date is during the performance period, or at the level determined by the performance criteria met during the performance period if the death or disability occurs during the subsequent holding period. The uni ts are settled in shares of our common stock. A payout multiple may be applied to the units awarded based on the performance criteria determined by the People, Culture and Compensation Committee of the Board of Directors at the time of grant. Final determination of the payout is at the discretion of the People, Culture and Compensation Committee ("the Committee"). In the event the performance criteria exceeds the Target Award level, an additional number of shares, up to the Outstanding Award level, may be granted. In the event the performance criteria falls below the Target Award level, a reduced number of shares, as low as the Threshold Award level, may be granted. If the performance criteria falls below the Threshold Award level, no shares will be granted. A summary of the performance share units detail by grant year is as follows:
|  | 2020 |  |  | 2021 (Regular) |  |  | 2021 (Additional) |  |  | 2022 (Regular) |  |  | 2022 (Experis) |  |  | 2023 |
Grant Date(s) |  | February 14, 2020 |  |  | February 12, 2021 |  |  | February 12, 2021 |  |  | February 11, 2022 |  |  | February 11, 2022 |  |  | February 17, 2023 |
Performance Period (years) |  | 2020-2022 |  |  | 2021 |  |  | 2021-2022 |  |  | 2022-2024 |  |  | 2022-2024 |  |  | 2023-2025 |
Vesting Date(1) |  | February 2023 |  |  | February 2024 |  |  | February 2023 |  |  | February 2025 |  |  | February 2025 |  |  | February 2026 |
Payout Levels (in units): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Threshold Award |  |  | 59,698 |  |  |  | 61,076 |  |  |  | 39,882 |  |  |  | — |  |  |  | — |  |  |  | — |
Target Award |  |  | 119,395 |  |  |  | 122,152 |  |  |  | 79,763 |  |  |  | 106,116 |  |  |  | 28,275 |  |  |  | 132,537 |
Outstanding Award |  |  | 238,790 |  |  |  | 244,304 |  |  |  | 159,526 |  |  |  | 212,232 |  |  |  | 84,826 |  |  |  | 265,074 |
Shares Issued in 2023 |  | N/A |  |  | N/A |  |  |  | 159,526 |  |  | N/A |  |  | N/A |  |  | N/A |
Payout Achieved Over Performance Period |  |  | — |  | (2) |  | 243,526 |  |  |  | 159,526 |  |  | N/A |  |  | N/A |  |  | N/A |
(1) Awards are scheduled to vest after the Committee determines the achievement of the performance criteria. (2) In the fourth quarter of 2022, the Committee exercised its discretion in respect of the payout of the 2020 grant. On the basis that an additional special one-time grant had been awarded in 2021 to supplement the 2020 grant, the Committee determined that the 2020 grant would have a zero payout. We recognize and adjust compensation expense based on the likelihood of the performance criteria specified in the award being achieved. The compensation expense is recognized over the performance and holding periods and is recorded in selling and administrative expenses. We recognized total compensation expense of $7.2, $15.6 and $16.3 in 2023, 2022 and 2021, respectively, related to the performance share units. The lower expense in 2023 compared to 2022 resulted from lower estimated payout levels for all the grants. For 2022, additional expense from the Experis award at the outstanding payout level was offset by the reversal of cumulative expense related to the 2020 grant upon the Board of Directors' exercise of its discretion to reduce the payout to zero.

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