Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Manning & Napier, Inc. (the “Company,” “we,” “our” or “us”), which will be a virtual meeting held over the Internet, will be held at 9:00 a.m., Eastern Daylight Time on Wednesday, June 22, 2022 for the following purposes: | | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 22, 2022: The Proxy Statement for the Annual Meeting of Stockholders and 2021 Annual Report to Stockholders are available, free of charge, at www.proxyvote.com. | | | I. | Agenda | I. | | Election of sevensix directors to our the Company’s board of directors (“Board of Directors; |
Directors”); II. | | II. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountantsaccounting firm for our fiscal year ending December 31, 2016; |
2022; III. | | III. | An advisory (non-binding) vote approving the compensation of our named executive officers; |
and IV. | | IV. | Such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. | Stockholders of record of the Company’s Class A common stock at the close on business on April 25, 2022 (“stockholders”) are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder is entitled to one vote for each share of Class A common stock held at the close of business on April 25, 2022. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of 10 days prior to the Annual Meeting through the Corporate Secretary at our principal executive offices at 290 Woodcliff Drive, Fairport, New York 14450. Even if you plan to attend the Annual Meeting, we ask you vote promptly to ensure that your shares are represented. Our Annual Meeting will be a virtual meeting held over the Internet, and you will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MN2022 and entering your control number. |
Stockholders of record at the close on business on April 20, 2016 are entitled to notice of, and to vote at, the Annual Meeting. Each holder of our Class A common stock is entitled to one vote for each share of Class A common stock held at that time. The holder of our Class B common stock is entitled to a number of votes equal to 101%By Order of the aggregate numberBoard of votes entitled to be cast by the holders of shares of our Class A common stock and any other class of equity securities entitled to vote other than the Class B common stock, as calculated on the record date for the Annual Meeting. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of 10 days prior to the Annual Meeting through the Corporate Secretary at our principal executive offices at 290 Woodcliff Drive, Fairport, New York 14450.
Even if you plan to attend the Annual Meeting virtually, we ask you to please complete, sign and return the enclosed proxy card or vote your shares by telephone or through the Internet.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 16, 2016. The Proxy Statement, 2015 Annual Report to Stockholders and other Soliciting Material are available in the Investor Relations section of the company’s corporate website atwww.manning-napier.com.Directors,
| By Order of the Board of Directors, | | /s/ Richard B. Yates | Richard B. Yates | Chief Legal Officer and Secretary |
Sarah C. Turner Corporate Secretary Fairport, New York April 29, 20162022 | Manning & Napier, Inc. |
Table of Contents | Manning & Napier, Inc. |
MANNING & NAPIER, INC.
| | | Proxy Statement 290 Woodcliff Drive
Fairport, New York 14450
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
to be held at 9:00 a.m. on June 16, 2016
for the Annual Meeting of Stockholders to be held at 9:00 a.m. on June 22, 2022 | | Manning & Napier, Inc. 290 Woodcliff Drive Fairport, New York 14450 |
In this Proxy Statement “we”for the Annual Meeting of Stockholders (this “Proxy Statement”), “we,” “our,” and “us” refers to Manning & Napier, Inc. (also referred to as the “Company”) and its consolidated subsidiaries. This Proxy Statement is furnished to the stockholdersholders of the CompanyCompany’s Class A common stock (“stockholders”) in connection with the solicitation of proxies by the Company’s board of directors (“Board of Directors of the CompanyDirectors”) for use at the annual meeting of stockholders of the Company to be held on Thursday,Wednesday, June 16, 201622, 2022 at 9:00 a.m., local timeEastern Daylight Time (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. As described below, this year’sthe Annual Meeting will be a completely virtual meeting of stockholders to be held over the Internet. A Notice of Internet Availability of Proxy Materials (the “Notice”) will initially be mailed to stockholders on or about May 4, 2022, and stockholders will have the option to request a full set of such materials (the Chief Executive Officer’s letter, the Notice of Annual Meeting of Stockholders, this Proxy Statement, the accompanyinga proxy card for holders of our Class A common stock, and Class B common stock, and the accompanyingour Annual Report on Form 10-K for our fiscal year ended December 31, 20152021 (the “Annual Report”)) will first be mailed to stockholders on or about May 6, 2016, and shareholders will have the option to request a full set of such materials prior to the Annual Meeting. YOU CAN VOTE YOUR SHARES OF CLASS A COMMON STOCK OVER THE INTERNET OR BY TELEPHONE. IF YOU RECEIVED A PAPER PROXY CARD BY MAIL, YOU MAY ALSO VOTE BY SIGNING, DATING AND RETURNING THE PROXY CARD IN THE ENVELOPE PROVIDED. This Proxy Statement and our Annual Report are available atwww.manning-napier.comwww.proxyvote.com. RECENT DEVELOPMENTS On March 31, 2022, we entered into a definitive agreement to be acquired by an affiliate of Callodine Group, LLC for $12.85 per share. We believe this proposed transaction creates value for our stockholders while providing significant benefits to all stakeholders. The Annual Meeting does not relate to the proposed transaction. We will hold a separate special meeting of Company stockholders to approve resolutions relating to the proposed transaction. | | | Manning & Napier, Inc. | | 1 |
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGQuestions and Answers about the Proxy Materials and the Annual Meeting
When and where is the Annual Meeting? The Annual Meeting will be held at 9:00 a.m., local time, on Thursday, June 16, 2016. The Company will be hosting this year’s Annual Meeting live over the Internet at www.virtualshareholdermeeting.com/MN2016. This year’s Annual Meeting will be a completely virtual meeting to be held over the Internet.9:00 a.m., Eastern Daylight Time, on Wednesday, June 22, 2022, at www.virtualshareholdermeeting.com/MN2022. There will not be any in-person meeting.an option for stockholders to attend the Annual Meeting in person. A summary overview of the information you need to attend the Annual Meeting onlineover the Internet is provided below: All stockholders can attend the Annual Meeting over the Internet at www.virtualshareholdermeeting.com/MN2016;
| • | | All stockholders can attend the Annual Meeting over the Internet at www.virtualshareholdermeeting.com/MN2022; |
Only stockholders as of the record date of April 20, 201625, 2022 may vote or submit questions electronically while attending the Annual Meeting (by using the 16-digit control number provided in your Notice of Internet Availability of Proxy Materials)Notice); Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/MN2016; and
| • | | Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/MN2022; and |
A replay of the Annual Meeting will be available online for approximately 12 months following the meeting date.
| • | | A replay of the Annual Meeting will be available over the Internet for approximately 12 months following the date of the Annual Meeting at www.virtualshareholdermeeting.com/MN2022. |
Who is soliciting my proxy? The solicitation of proxies is made by and on behalf of the Company’s Board of Directors. Why was I mailed a notice regarding the Internet availability of proxy materials instead of a full set of printed proxy materials? Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide stockholders access to our proxy materials over the Internet. Accordingly, we will send a Notice of Internet Availability of Proxy Materials (“Notice”) to all of our stockholders as of the record date.date of April 25, 2022, unless you have previously requested printed copies or email delivery. The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of theseour proxy materials. In addition, by following the instructions in the Notice, stockholders may requestelect to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site.website. Your election to receive proxy materials by email will remain in effect until you terminate it. What matters will be voted upon at the Annual Meeting? At the Annual Meeting you will be asked to consider and vote upon the following matters: Election of sevensix directors to our Board of Directors; Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accountantsaccounting firm for our fiscal year ending December 31, 2016;2022; An advisory vote approving the compensation of our named executive officers; and Transaction of such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. What constitutes a quorum? The presence, either in person or by proxy, of the holders of at least a majority of the total voting power of our issued and outstanding shares of Class A common stock and Class B common stockentitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business at the Annual Meeting. AbstentionsAn abstention from voting and broker non-votes, both of which are described in more detail below, are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists.
Questions and Answers About the Proxy Materials and the Annual Meeting Who is entitled to vote? Only stockholders of record of our Class A common stock and Class B common stock at the close of business on Wednesday,Tuesday, April 20, 2016,25, 2022, which is the “record date,” are entitled to notice of, and to vote at, the Annual Meeting. Shares that may be voted include shares that are heldheld: (1) directly by the stockholder of record,record; and (2) beneficially through a broker, bank or other nominee. Each holder of our Class A common stockstockholder is entitled to one vote for each share of Class A common stock held at that time. The holderas of our Class B common stock is entitled to a numberclose of votes equal to 101% of the aggregate number of votes entitled to be cast by the holders of shares of our Class A common stock and any other class of equity securities entitled to vote other than the Class B common stock, as calculatedbusiness on the record date for the Annual Meeting.date. As of the record date, there were approximately 14,807,54019,124,332 shares of our Class A common stock and 1,000 shares of our Class B common stock issued and outstanding and entitled to be voted at the Annual Meeting. Also as of the record date, William Manning, our Chairman and Chief Executive Officer, beneficially owned 100% of our Class B common stock and approximately 50.2% of the voting power of our Class A common stock and Class B common stock, voting together as a single class. See “Principal and Management Stockholders.” Accordingly, the affirmative vote of Mr. Manning alone is sufficient to adopt each of the proposals to be submitted to the stockholders at the Annual Meeting. What is the difference between holding shares as a “registered owner” andcompared to holding shares as a “beneficial owner”? Most of our stockholders hold their shares of Class A common stock through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between holding shares as a registered owner compared to holding shares and those owned beneficially:as a beneficial owner: Registered Owners—If your shares of Class A common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are the stockholder of record. As the stockholder of record, you have the right to grant your proxy vote directly togrant the Company a proxy to vote on your behalf or to vote in person at the Annual Meeting. Beneficial Owners—If your shares of Class A common stock are held in a brokerage account, bank or by another nominee, you are the “beneficial owner” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote or to vote in person at the Annual Meeting. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless yoube required to obtain a “legal proxy” from your broker, bank or other nominee (who is the stockholder of record), giving you the right to vote these shares at the shares.Annual Meeting. Follow the instructions you receive from your broker, bank or other nominee. What stockholder approval is necessary for approval of the proposals? The election of directors requiresDirectors are elected by the affirmative vote of the holders of a plurality of the total shares of our Class A common stock and Class B common stock votingpresent in person or represented by proxy at the Annual Meeting. With respectMeeting and entitled to vote on the election of directors. This means the six individuals who receive the most votes will be elected as directors (“Plurality Vote”). While directors are elected by a Plurality Vote, our Board of Directors has adopted a director resignation policy. This policy states that in an uncontested election, any director nominee must tender his or her resignation to the Board of Directors if the director receives a greater number of votes may be cast FOR“WITHHELD” from his or her election than votes “FOR” such election (a “Majority Withheld Vote”). See “Corporate Governance – Majority Vote Resignation Policy for Director Elections” for more information. If you withhold the authority to vote for the election of a director nominee, or WITHHELD fromyour shares will not be voted with respect to such director nominee(s) indicated but your shares will be counted for purposes of determining whether there is a quorum. Under our director resignation policy, a “WITHHOLD” vote will have a similar effect as a vote against that director nominee. A stockholder may also abstain from voting on the proposal. A withhold vote, a broker non-vote and an abstention will not count as a vote for or against any of the nominees.this proposal.
Although the Company’s independent registered public accountants may beaccounting firm is selected by the Audit Committee of the Board of Directors, without stockholder approval, the Audit Committee will consider the affirmativeoutcome of the vote on the ratification of aour independent public accounting firm when considering the appointment of PwC as our independent public accountants. A majority of the total shares of our Class A common stock and Class B common stock voting onvotes cast at the proposalAnnual Meeting (“Majority Vote”) is required to be a ratification byratify the stockholders of the selectionappointment of PwC as the Company’s independent registered public accountantsaccounting firm for the fiscal year ending December 31, 2016. With respect to the ratification of the appointment of PwC, votes2022. Votes may be cast FOR the proposal or AGAINST the proposal. A stockholder may also abstain from voting on the proposal. A broker non-voteAn abstention from voting will not count as a vote for or against the proposal. Since brokers have discretion to vote on this proposal. Abstentionsproposal, there will have the same effect as a vote against thebe no broker non-votes related to this proposal. The advisory vote approving the executive compensation of our named executive officers requires the affirmative vote of a majority of the total shares of our Class A common stock and Class B common stock cast at the Annual Meeting. With respect to the vote on executive compensation, votesMajority Vote. Votes may be cast FOR the proposal or AGAINST the proposal. A stockholder may also abstain from voting on the proposal. AAbstentions from voting and broker non-votenon-votes will not count as a vote for or against this proposal. Abstentions will have the same effect as a vote against the proposal. While our Board of Directors intends to carefully consider carefully the stockholder vote resulting from thethis proposal, the final vote will not be binding and is advisory in nature.
| | | Manning & Napier, Inc. | | 3 |
Questions and Answers About the Proxy Materials and the Annual Meeting May I vote my shares of Class A common stock at the Annual Meeting? If you are the registered owner of shares of Class A common stock as of the record date, you have the right to vote these shares at the Annual Meeting. If you are the beneficial owner of shares of Class A common stock as of the record date, you may vote these shares at the Annual Meeting if you have requestedbe required to request and receivedreceive a legal proxy from your broker, bank or other nominee (the stockholder of record) giving you the right to vote thethese shares at the Annual Meeting, completed such legal proxy and presented it toMeeting. Follow the Company at the Annual Meeting.instructions you receive from your broker, bank or other nominee. Even if you plan to attend the Annual Meeting over the Internet, we recommend that you submit your proxy card or voting instructions, or vote your shares by telephone or throughbefore the Internet,Annual Meeting so that your vote will be counted if you later decide not to attend the Annual Meeting. How can I vote my shares of Class A common stock without attending the Annual Meeting? If you are the registered owner of shares of Class A common stock as of the record date, you may instructvote over the namedInternet or, if you received paper copies of our proxy holders on how to vote your sharesmaterials, over the Internet or by telephone or by completing, signing, dating and returning the enclosed proxy card in the postage pre-paid envelope provided with this Proxy Statement, or by using the Internet voting site or the toll-free telephone number listed on thea proxy card. Specific instructions for using the Internet and telephone voting systems are on the proxy card. The Internet and telephone voting systems will be available until 11:59 p.m. Eastern Daylight Time, on Wednesday, June 15, 2016 (the day beforethe start of the Annual Meeting).Meeting. If you are the beneficial owner of shares of Class A common stock held in street name as of the record date, you may instruct your broker, bank or other nominee on how to vote your shares. Your nominee has enclosed with this Proxy Statement a voting instruction card forshares, by following the instructions in the materials you to use in directing your nominee on how to vote your shares. The instructionsreceived from your nominee will indicate if Internetbroker, bank or telephone voting is available and, if so, will provide details regarding how to use those systems.other nominee. What is a broker non-vote? Generally, a “broker non-vote” occurs when a broker, bank or other nominee that holds shares in “street name” for customers is precluded from exercising voting discretion on a particular proposal becausebecause: (1) the beneficial owner has not instructed the nominee how to vote,vote; and (2) the nominee lacks discretionary voting power to vote such shares. Under New York Stock Exchange (“NYSE”) rules, a broker, bank or other nominee does not have discretionary voting power with respect to the approval of “non-routine”“non-routine” matters absent specific voting instructions from the beneficial owners of such shares. All of the Company’s proposals other than the ratification of PwC as the Company’s independent registered public accountantsaccounting firm for fiscal year 20162022 are non-routine matters and, therefore, shares of our Class A common stock held in “street name” will not be voted with respect to these proposals without voting instructions from the beneficial owners. YouIf you are a beneficial owner, you should follow the instructions provided by your nominee in directing your nominee on how to vote your shares.shares of Class A common stock. How will my proxy be voted? Shares of Class A common stock represented by a properly executed proxy (in paper form, by Internet or by telephone) that is received timely, and not subsequently revoked, will be voted at the Annual Meeting orand any adjournments or postponements thereof in the manner directed on the proxy form by the proxy (one of the individuals named in the proxy form).directed. If you sign the proxy form but do not make specific choices, your proxy will vote your sharesshares: (1)FOR the election of the nominees listed in this Proxy Statement as directors of the Company,Company; (2)FOR the ratification of PwC as the Company’s independent registered public accounting firm for the 20162022 fiscal year,year; and (3)FOR the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. If any other matter is presented at the Annual Meeting, your proxy will vote in accordance with his or her best judgment. As of the date of this Proxy Statement, the Company is not aware of other matters to be acted on at the Annual Meeting other than those matters described in this Proxy Statement. If, for any unforeseen reason, any of the director nominees are not available to serve as a director, the named proxy holders will vote your proxy for such other director candidate or candidates as may be nominated by the Board of Directors. May I revoke my proxy and change my vote? Yes. You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting.
Questions and Answers About the Proxy Materials and the Annual Meeting If you are the registered owner of shares of Class A common stock as of the record date, you may revoke your proxy and change your vote with respect to those shares by (1) submitting a later-dated proxy, a later-dated vote by telephone or a later-dated vote via the Internet, (which automatically revokesor by voting at the earlier proxy), (2)Annual Meeting. You can also revoke your proxy by giving notice of your changed voterevocation to us in writing mailed to the attention of Sarah C. Turner,the Corporate Secretary, at our executive offices, or (3) attending the Annual Meeting and giving notice of your intention to vote in person.offices. If you are the beneficial owner of shares of Class A common stock held in street name as of the record date, you may revoke your proxy and change your vote with respect to those shares (1) by submitting new voting instructions to your broker, bank or other nominee in accordance with their voting instructions, or (2) if you have obtained a legal proxy from your nominee giving you the right to vote your shares, by attendingvoting at the Annual Meeting, presenting the completed legal proxy to the Company and voting in person.Meeting. You should be aware that your presenceattendance at the virtual Annual Meeting, without any further action on your part, will not revoke your previously granted proxy. Who will count the votes? Our proxy agent, Broadridge Investor Communication Solutions, Inc. (“Broadridge”), will tabulate and certify the votes. A representative of the proxy agent will serve as the inspector of election. Who will pay the costs of soliciting proxies? The costs of soliciting proxies pursuant to this Proxy Statement will be borne by the Company. Proxies will be solicited initially by mail. Further solicitation may be made in person or by telephone, electronic mail or facsimile. The Company will bear the expense of preparing, printing and mailing this Proxy Statement and accompanying materials to our stockholders. The Company may also reimburse brokers, banks or other nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of our Class A common stock. The Company has retained Broadridge, an independent proxy solicitation firm, to assist in soliciting proxies from stockholders. Broadridge will receive a fee as compensation for its services and will be reimbursed for its out-of-pocket expenses. The Company has agreed to indemnify Broadridge against certain liabilities arising underWhere can I find the federal securities laws.
Where Can I Find The Voting Results Of Thevoting results of the Annual Meeting?
The Company will publish final voting results of the Annual Meeting in a Current Report on Form 8-K within four business days after the Annual Meeting. What Shouldshould I Do Ifdo if I Receive More Than One Set Of Voting Materials?receive more than one set of voting materials? You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and/or multiple proxy or voting instruction cards. For example, if you hold your shares of Class A common stock in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a registered owner of Class A common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please vote each proxy and voting instruction card that you receive. Who Can Help Answer My Questions?can help answer my questions? If you have any questions concerning a proposal or the Annual Meeting, or if you would like additional copies of this Proxy Statement or our Annual Report, or if you need special assistance at the Annual Meeting, please call our Investor Relations office toll free at 1-800-983-3369. In addition, information regarding the Annual Meeting is available via the Internet at our websitewww.manning-napier.comhttps://ir.manning-napier.com. YOU SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY. The summary information provided above in “question and answer” format is for your convenience only and is merely a brief description of material information contained in this Proxy Statement. YOUR VOTE IS IMPORTANT. IF YOU ARE A REGISTERED OWNER, YOU MAYPLEASE VOTE BY TELEPHONE, INTERNET OR BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. IFPOSSIBLE FOLLOWING THE INSTRUCTIONS IN THE MATERIALS YOU ARE A BENEFICIAL OWNER, PLEASE FOLLOW THE VOTING INSTRUCTIONS OF YOUR BROKER, BANK OR OTHER NOMINEE PROVIDED WITH THIS PROXY STATEMENT AS PROMPTLY AS POSSIBLE. RECEIVED.PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
| | | Manning & Napier, Inc. | | 5 |
PROPOSAL 1—ELECTION OF DIRECTORS
| Proposals to be Voted on at the Annual Meeting Proposal 1 Election of Directors |
The Board of Directors unanimously recommends that stockholders vote FOR each of the director nominees listed herein. At the Annual Meeting, sevensix directors are to be elected to serve as members of our Board of Directors for a term of one year, until the 20172023 Annual Meeting of Stockholders or until their successors are elected and qualified, or their earlier resignation or removal. The sevensix nominees for director are: William Manning
Richard Barrington RichardS. Goldberg
Barbara Goodstein Michael E. JonesLofton Holder
Kenneth A. Marvald Marc O. Mayer Edward J. Pettinella Geoffrey Rosenberger
Our Nominating and Corporate Governance Committee recommended Messrs. Manning, Barrington,each of Richard S. Goldberg, Jones,Barbara Goodstein, Lofton Holder, Kenneth A. Marvald, Marc O. Mayer and Edward J. Pettinella Rosenberger and Ms. Goodstein each as a nominee for director.director, and our Board of Directors approved the nomination of each of these director nominees. All of these director nominees with the exception of Mr. Jones, are current members of our Board of Directors, and each director nominee has agreed to be named in this Proxy Statement and to serve as a director of the Company if elected. Our Board of Directors believes these directorsdirector nominees are well qualified and experienced to direct and manage the Company’s operations and business affairs and will represent the interests of the stockholders as a whole. If any director nominee becomes unavailable for election, which is not anticipated, our Board of Directors intends that proxies will be voted for the election of such other person or persons as designated by the Board of Directors as recommended by the Nominating and Corporate Governance Committee, unless the Board of Directors resolves to reduce the number of directors to serve on the Board of Directors and thereby reduce the number of directors to be elected at the Annual Meeting. There is no cumulative voting for the election of directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR EACH OF THE DIRECTOR NOMINEES LISTED HEREIN.
Number of Directors, and Term of Directors and Executive Officers Our Amended and Restated Bylaws provide that the number of directors to serve on the Board of Directors will not be less than 3three nor more than 15, with the exact number to be fixed by our Board of Directors. OurAt our Annual Meeting our stockholders elect successors for directorseach director whose terms have expired atterm as a member of our Annual Meeting.Board of Directors has expired. The Board of Directors currently has six directors. The Board of Directors elects members to fill new membership positions and vacancies in unexpired terms on the Board of Directors. Executive officers of the Company are elected by the Board of Directors and hold office until their successors are elected and qualified or until their earlier death, retirement, resignation or removal. Directors and Executive Officers The following table sets forth certain information concerning the current directors director nominees and executive officers of the Company, other than Robert M. Zak. Mr. Zak was appointed in November 2011, and has informed the Company that he would not stand for re-election to the Board at the 2016 Annual Meeting.Company. Ages are given as of the date of this Proxy Statement. Allproxy statement. | | | | | | | | | | | | Name | | Age | | Position(s) | | Date of Election | | | | | Marc O. Mayer | | 64 | | Chief Executive Officer, Chairman of the Board | | 2019 | | | | | Richard S. Goldberg | | 69 | | Director | | 2014 | | | | | Barbara Goodstein | | 61 | | Director | | 2012 | | | | | Lofton Holder | | 57 | | Director | | 2021 | | | | | Kenneth A. Marvald | | 59 | | Director | | 2017 | | | | | Edward J. Pettinella | | 70 | | Lead Independent Director | | 2011 |
Proposal 1 Election of our executive officers were appointed to their positions in June 2011, with the exception of James Mikolaichik who was appointed in September 2011 and Mr. Manning, who was appointed Chief Executive Officer in April 2016. Mr. Manning was first appointed to his position as Chairman effective June 2011. Mr. Pettinella was appointed in November 2011, Ms. Goodstein was appointed in November 2012, Mr. Goldberg was appointed in June 2014, Mr. Barrington was appointed in November 2015, Mr. Rosenberger was appointed in March 2016.Directors Marc O. Mayer Age 64 | Director since 2019 | | | | | | | | Name
Committees: • None | | Age | | Position(s)Biography:
Marc O. Mayer has served as our Chairman of the Board since July 30, 2020 and as our Chief Executive Officer since January 2019. Mr. Mayer has also served as the President of our affiliates Manning & Napier Advisors, LLC (“Manning & Napier Advisors”), Manning & Napier Group, LLC (“Manning & Napier Group”), and Rainier Investment Management, LLC, since January 2019. Prior to joining the Company, Mr. Mayer served as Head of North American Distribution for Schroders in New York, where he was responsible for leading all institutional and intermediary business initiatives from 2014 to 2018. Prior to Schroders, he served as Chief Executive Officer at GMO LLC, an investment management firm, with over $70 billion in assets under management (“AUM”), from 2009 to 2011. This was preceded by a 20-year tenure at AllianceBernstein and its predecessor firm, Sanford C. Bernstein, Inc.. At AllianceBernstein, Mr. Mayer’s roles included Head of their $250 billion in AUM global institutional business, Head of their $150 billion in AUM global intermediary business, and Chief Investment Officer of Blend Strategies, overseeing $150 billion in AUM. Prior to Bernstein’s combination with Alliance Capital, Mayer was Chief Executive Officer and Director of Research of Sanford C. Bernstein & Co., LLC, Bernstein’s sell-side research subsidiary, and also a member of Bernstein’s Board of Directors. Mr. Mayer Chairs the Board of Directors of the American Friends of the Hebrew University and he also chairs its investment committee. He also serves on the executive committee of the Hebrew University in Jerusalem. He serves on the board of Columbia Business School and is a trustee of Saint Ann’s School in Brooklyn, NY. Mr. Mayer earned a Bachelor’s degree from Yale University in 1978, and an M.B.A. from Columbia University School of Business in 1983. Qualifications: Mr. Mayer’s qualifications to service on our Board of Directors include his over 30 years of experience in the asset management industry. |
Richard S. Goldberg Age 69 | Director since 2014 | | | | | | | | William Manning
Committees: • None | | 79 | | ChairmanBiography:
Richard S. Goldberg served as our Co-Chief Executive Officer from March 2018 to January 2019, joined our Board of Directors in June 2014, and Chief Executive Officerserved as an advisor to Manning & Napier Advisors from 1998 through December 31, 2020. Mr. Goldberg has over 30 years of experience as an investment banker focusing on the global financial institution sector. His career included positions at Lehman Brothers, Lazard, Needham & Company (2009 to 2018) and Wasserstein Perella as head of the North American financial institutions advisory practice. Mr. Goldberg is currently a faculty and board member of Columbia University’s School of International and Public Affairs since 2005 and 2009, respectively. In addition, Mr. Goldberg has been a published author, taught graduate courses at Brandeis University’s International Business School as a Senior Lecturer, provided industry commentary on Bloomberg TV and NPR, and guest lectured at prominent US and European universities. Mr. Goldberg earned a Bachelor’s degree from Boston College in 1975 and an M.B.A. from University of Pennsylvania’s Wharton Business School in 1978. Qualifications: Mr. Goldberg’s qualifications to serve on our Board of Directors include his more than 30 years of experience in the investment industry. |
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Proposal 1 Election of Directors Barbara Goodstein Age 61 | Director since 2012 | | | | | | | | 
Committees: • Audit • Compensation • Nominating & Corporate Governance (Chair) | | | | Biography: Barbara Goodstein joined our Board of Directors in November 2012. Ms. Goodstein is the Founder of BGreat, and has served as its Chief Executive Officer since 2018. She served as the Chief Executive Officer and President of Tiger 21 Holdings from May 2015 through January 2018, and served as the Chief Marketing Officer at Vonage from July 2012 through January 2015. Prior to joining Vonage, Ms. Goodstein held senior management positions at AXA Equitable, JP Morgan Chase, and Instinet.com. Ms. Goodstein currently serves on the board of directors of KushCo Holdings Inc, where she acts as chair of the Nominating & Governance Committee. She also serves on the advisory board of FOX (Family Office Exchange), the premier global member network for enterprise families. In addition, Ms. Goodstein served as a member of the board of directors of AXA Advisors from 2006 through 2010 and Chase Investor Services Corp. from 2001 through 2005. Ms. Goodstein is a member of the Board of Directors of God’s Love We Deliver. Ms. Goodstein earned a Bachelor’s degree from Brown University in 1981 and an M.B.A. from Columbia University School of Business in 1983. Qualifications: Ms. Goodstein’s qualifications to serve on our Board of Directors include her extensive marketing experience in the financial services industry. |
Lofton Holder Age 57 | Director since 2021 | | | | | | | | James Mikolaichik
Committees: • Audit • Compensation (Chair) • Nominating & Corporate Governance | | 44 | | Chief Financial OfficerBiography:
Lofton Holderjoined our Board of Directors in June 2021. From 2011 to 2019, Mr. Holder served as the co-founder and managing partner for Pine Street Alternative Asset Management Company, an investment management firm focused on providing seed capital to emerging hedge fund managers. Prior to co-founding Pine Street, Mr. Holder was a Partner and Managing Director at Investcorp International from 2004 to 2010, and a Managing Director at JP Morgan Investment Management from 1993 to 2004. Mr. Holder also held positions in the Investment Banking Department of The First Boston Corporation. Mr. Holder currently serves on the board of Golub Capital, where he is a member of the Nominating and Corporate Governance Committee and the Audit and Compensation Committees. Mr. Holder also serves on the boards of The Edwin Gould Foundation, Maimonides Medical Center, Pace University, and New York Gray’s Baseball Club. Mr. Holder earned a Bachelor’s degree from Columbia University in 1986, and an M.B.A from Yale University School of Management in 1990. Qualifications: Mr. Holder’s qualifications to serve on our Board of Directors include his more than 30 years of experience in the investment industry. |
Kenneth A. Marvald Age 59 | Director since 2017 | | | | | | | | Charles H. Stamey
Committees: • Audit • Compensation • Nominating & Corporate Governance | | 55 | | ExecutiveBiography:
Kenneth A. Marvald joined our Board of Directors in April 2017. For over 25 years, Mr. Marvald has worked at Graywood Companies Inc., a global equity firm consisting of over 50 domestic and international operating companies across numerous industries, where he: (i) oversees all legal affairs as Vice President & General Counsel; and (ii) has P&L responsibility for a multimillion square foot commercial real estate portfolio. Mr. Marvald also serves as a board member on several boards, including the University of Rochester Medicine Highland Hospital Board, the Excellus Rochester Regional Advisory Board, and The Summers Foundation. Mr. Marvald earned a Bachelor’s degree in Political Science in 1984 from SUNY Binghamton, a J.D. from SUNY Buffalo Law School in 1987, and an LL.M. in Taxation from NYU Law School in 1988. Qualifications: Mr. Marvald’s qualifications to serve on our Board of Directors include his over 30 years of experience in corporate law focusing on corporate finance, real estate, M&A, and tax. |
Proposal 1 Election of Directors Edward J. Pettinella Age 70 | Director since 2011 | | | | | | | | Richard B. Yates
Committees: • Audit (Chair) • Compensation • Nominating & Corporate Governance | | 50 | | Chief Legal Officer and SecretaryBiography:
| Edward J. Pettinella | | 64 | | Director
| Barbara Goodstein
| | 55 | | Director
| Richard Goldberg
| | 63 | | Director
| Richard Barrington
| | 54 | | Director
| Geoffrey Rosenberger
| | 62 | | Director
| Michael E. Jones
| | 61 | | joined our Board of Directors in November 2011 and was named Lead Independent Director Nomineein July 2020. From January 2004 through October 2015, Mr. Pettinella served as President, CEO and Director of Home Properties, Inc., a real estate investment trust that was traded on the NYSE and acquired, developed and operated apartment communities in the Northeast and Mid-Atlantic markets. Prior to joining Home Properties in 2001, Mr. Pettinella served as President of Charter One Bank of New York and Executive Vice President of Charter One Financial, Inc. In addition, Mr. Pettinella held several management positions for Rochester Community Savings Bank, including Chief Operating Officer, Chief Financial Officer and Chief Investment Officer. Mr. Pettinella serves on the Board of Directors of Life Storage, Inc., a publicly traded real estate investment trust where he is the Chair of the Governance and Nominating Committee. Mr. Pettinella also serves on the Board of Directors of Royal Oak Realty Trust, a private non-traded real estate investment trust. Mr. Pettinella is also a member of the Syracuse University Board of Trustees, where he is the Vice Chair, serves on the Executive Committee and chairs the Audit and Risk Committee. Mr. Pettinella earned a B.S. in Business from SUNY Geneseo in 1973 and an M.B.A. in Finance from Syracuse University in 1976. Qualifications: Mr. Pettinella’s qualifications to serve on our Board of Directors include his extensive, broad-based financial and leadership experience in the banking and real estate industries, including a multi-billion dollar financial services company. |
William Manning is our co-founder and Chief Executive Officer, and has served as the Chairman of our Board of Directors since our organization in 2011. In addition, since 2003 Mr. Manning has served as Director of Investment Process at Manning & Napier Advisors, LLC, our affiliate, and, prior to that, was also the President of Manning & Napier Advisors, LLC. In addition, Mr. Manning has previously held officer and director positions with Manning & Napier Fund, Inc. (the “Fund”). Mr. Manning earned a Bachelor’s degree from Dartmouth College in 1958.
Mr. Manning’s qualifications to serve on our Board of Directors include his operating and leadership experience as an officer and director of Manning & Napier Advisors, LLC since it was founded including in his role as the primary architect of its research and investment process.
Jeffrey S. Coons has served as our President since our organization in 2011. Dr. Coons has served as the President of Manning & Napier Advisors, LLC since June 2010, as the Co-Director of Research from 2002 through March 2015, and as a member of its executive management team since 1999, including serving on the Operating Committee to assist the CEO beginning in April 2016. In addition, Dr. Coons is a member of Manning & Napier Advisors, LLC’s Senior Research Group. Dr. Coons earned a Bachelor’s degree from the University of Rochester in 1985, at which time he joined Manning & Napier Advisors, LLC, and a Ph.D from Temple University in 1996.
James Mikolaichik has served as our Chief Financial Officer since September 2011, including serving on the Operating Committee to assist the CEO beginning in April 2016. Previously, Mr. Mikolaichik served as Executive Vice President and Head of Strategy of Old Mutual Asset Management from 2008 through 2011 and as its Chief Risk Officer from 2004 through 2008. Mr. Mikolaichik also served, in various capacities, at Deloitte & Touche LLP providing consulting, financial advisory, auditing and accounting services from 1993 through 2004. Mr. Mikolaichik earned a Bachelor’s degree from Susquehanna University in 1993 and an M.B.A. from Columbia University School of Business in 2001.
Charles H. Stamey has served as our Executive Vice President since our organization in 2011, including serving on the Operating Committee to assist the CEO beginning in April 2016. In addition, Mr. Stamey has served as the Managing Director of Sales and Distribution at Manning & Napier Advisors, LLC since May 2010 and as a member of its executive management team since 2000. Prior to May 2010, Mr. Stamey served as the Managing Director of Client Relations of Manning & Napier Advisors, LLC. Mr. Stamey received his Bachelor’s degree from Mount Vernon University in 1981 and an M.B.A. from The Ohio State University in 1985.
Richard B. Yates has served as our Chief Legal Officer and Secretary since our organization in 2011, including serving on the Operating Committee to assist the CEO beginning in April 2016. In addition, Mr. Yates is the Chief Legal Officer of each of Manning & Napier Advisors, LLC and the Fund and has executive officer and director positions at certain other of our affiliates. Mr. Yates earned a Bachelor’s degree from the University of Rochester in 1987 and a Juris Doctor from Brooklyn Law School in 1992.
Edward J. Pettinella joined our Board of Directors in November 2011. As former President, CEO and Director of Home Properties, Inc. an S&P 400company which was traded on the NYSE, Ed Pettinella ran a $7.6 billion real estate investment trust (REIT). The REIT acquired, developed and operated apartment communities, primarily in the Northeast and Mid-Atlantic markets. Home Properties was purchased by Lone Star Funds in Fall 2015. Prior to joining Home Properties in 2001, Mr. Pettinella served as President, Charter One Bank of NY and Executive Vice President, Charter One Financial, Inc. In addition, he held several management positions for Rochester Community Savings Bank, including Chief Operating Officer, Chief Financial Officer and Chief Investment Officer. Previously, he worked in the Treasurer’s Office at Ford Motor Credit headquartered in Dearborn, Michigan. Mr. Pettinella is currently serving as the Executive Chairman of the Board with Progress, a real estate company with substantial holdings throughout the country. Additionally, he serves on the Board of Directors of the Rochester Business Alliance and the SUNY Geneseo Foundation, where he was Chairman of the Board for 12 years. Previously he served on the board of the National Association of Real Estate Investment Trusts, the National Multi Housing Council and was a member of the Urban Land Institute. He is a graduate of the State University of New York at Geneseo and holds a Masters in Business Administration degree in Finance from Syracuse University.
Mr. Pettinella’s qualifications to serve on our Board of Directors include his extensive, broad-based experience in the banking industry, including a multi-billion dollar financial services company.
Barbara Goodstein joined our Board of Directors in November 2012. Ms. Goodstein served as the Chief Marketing Officer at Vonage from 2012 through January 2015. Prior to joining Vonage, Ms. Goodstein held senior management positions at AXA Equitable, JP Morgan Chase, and Instinet.com. In addition, Ms. Goodstein served as a member of the Board of Directors of AXA Advisors from 2006 through 2010 and Chase Investor Services Corp. from 2001 through 2005. Ms. Goodstein currently serves as the chief executive officer and president of Tiger 21 Holdings. Ms. Goodstein earned a Bachelor’s degree from Brown University in 1981 and an M.B.A. from Columbia University School of Business in 1983.
Ms. Goodstein’s qualifications to serve on our board of directors include her extensive marketing experience in the financial services industry.
Richard Goldbergjoined our Board of Directors in June 2014. Mr. Goldberg has served as a Senior Advisor to Needham & Company since 2009. Prior to joining Needham & Company, Mr. Goldberg was a managing director and head of the North American Financial Institutions Group at Dresdner Kleinwort Wasserstein (formerly Wasserstein Perella), and vice president in Mergers and Acquisitions at Lazard. Mr. Goldberg is currently a faculty and board member of Columbia University’s School of International and Public Affairs. He earned a Bachelor’s degree from Boston College in 1975 and an M.B.A. from University of Pennsylvania’s Wharton Business School in 1978.
Mr. Goldberg’s qualifications to serve on our board of directors include his more than 30 years of experience in the investment industry.
Richard Barrington joined our Board of Directors in November 2015. Mr. Barrington previously worked at Manning & Napier Advisors, LLC for over 20 years until 2006, beginning in an entry-level position and working his way up to become an owner and executive group member at the firm. Mr. Barrington spent most of his time at Manning & Napier serving as the Managing Director of Client Services, but his overall experience spanned various departments of the firm, including Operations, Sales, and Marketing. Mr. Barrington currently works as an independent financial journalist and a published author. He earned a Bachelor’s degree from St. John Fisher College in 1983 and earned his Chartered Financial Analyst designation in 1990.
Mr. Barrington’s qualifications to serve on our board of directors include his more than 30 years of experience in the financial profession, and his significant experience at Manning & Napier.
Geoffrey Rosenberger joined our Board of Directors in March 2016. Mr. Rosenberger started his career with Manning & Napier Advisors, LLC in 1976 and went on to become a co-founder of Clover Capital Management, Inc. in 1984. He served as Managing Director at Clover Capital until his retirement in 2004. Mr. Rosenberger currently manages his personal holding company, Lily Pond Ventures, LLC, in addition to serving on several educational and corporate boards. He earned a Bachelor’s degree in 1974 and an M.B.A. in 1976, both from the University of Kentucky. Mr. Rosenberger is a Chartered Financial Analyst.
Mr. Rosenberger’s qualifications to serve on our board of directors include his nearly 30 years of experience in the investment management and financial services industries.
Michael E. Jones joined our Board of Directors in April 2016. Mr. Jones previously worked at Manning & Napier Advisors, LLC beginning in 1979 as a securities analyst and went on to become a co-founder and CEO of Clover Capital Management, Inc. in 1984 and of Alesco Advisors, Inc. in 2000, where he also served as director until 2008. Following the sale of Clover Capital Management to Federated Investors, Inc in 2008, Mr. Jones continued in his role of senior investment strategist for Federated Clover Investment Advisors until 2014. He earned a Bachelor’s degree from the University of Rochester in 1979 and earned his Chartered Financial Analyst designation in 1990.
Mr. Jones’s qualifications to serve on our board of directors include his over 36 years of experience in the investment management and financial services industries.
There are no family relationships among the Company and any of its executive officers, directors or nominees for director other than those identified in the “Certain Relationships and Related Party Transactions” sectiondirectors. Biographies of this Proxy Statement.Executive Officers Set forth below is a list of the names, ages and positions of otherthe current significant employees, allexecutive officers of whom are members of our Senior Research Groupthe Company as of the date of this Proxy Statement.proxy statement. | | | | | | | | | | | | Name | | Age | | Position(s) | | Date of Appointment | | | | | Paul J. Battaglia | | 43 | | Chief Financial Officer | | 2018 | | | | | Christopher Briley | | 51 | | Chief Technology Officer, Manning & Napier Advisors | | 2019 | | | | | Nicole Kingsley Brunner | | 42 | | Chief Marketing and Strategy Officer, Manning & Napier Advisors | | 2018 | | | | | Ebrahim Busheri | | 56 | | Director of Investments, Manning & Napier Advisors | | 2015 | | | | | Stacey Green | | 47 | | Head of Human Resources | | 2021 | | | | | Marc O. Mayer | | 64 | | Chief Executive Officer, Chairman of the Board | | 2019 | | | | | Aaron McGreevy | | 47 | | Chief Distribution Officer | | 2019 | | | | | Scott Morabito | | 34 | | Managing Director of Client Service and Business Operations | | 2021 | | | | | Sarah C. Turner | | 39 | | General Counsel & Corporate Secretary | | 2018 |
Paul J. Battaglia, Jr. has served as our Chief Financial Officer since March 2018. Mr. Battaglia previously served as Manning & Napier’s Vice President of Finance, having joined the Company in 2004. Mr. Battaglia also serves as the President and Chairman of Manning & Napier Fund, Inc. Prior to joining Manning & Napier, Mr. Battaglia served as an Audit Associate at PricewaterhouseCoopers, LLP. Mr. Battaglia serves on the Board of Directors for Junior Achievement of Central Upstate New York. Mr. Battaglia earned a B.B.A./M.B.A. in Accounting and Finance from St. Bonaventure University in 2001. He is also a Certified Public Accountant. Christopher Briley has served as our Chief Technology Officer since March 2019. Prior to joining the Company, Mr. Briley served as Legg Mason’s Head of Technology Business Management from February 2016 to January 2018, and its Managing Director and Head of Corporate Application Solutions from January 2018 to March 2019. From February 2013 to January 2016, Mr. Briley served as Senior | | | | | NameManning & Napier, Inc.
| | Age | | Position(s)
| Ebrahim Busheri
| | 50 | | Director of Investments | Christian A. Andreach
| | 43 | | Co-Head of Global Equities | Marc D. Tommasi
| | 52 | | Co-Head of Global Equities9 |
BiographiesProposal 1 Election of Significant EmployeesDirectors
Director of Global Applications and Architecture at networking services firm Ciena. Mr. Briley earned a Bachelor’s degree in Economics in 1994 from The University of North Carolina at Greensboro, and a Master of Science in Project Management from Penn State University in 2012. Nicole Kingsley Brunner has served as our Chief Marketing and Strategy Officer since July 2021. Ms. Brunner has previously served as Manning & Napier’s Chief Marketing Officer from August 2018 to July 2021, Director of Marketing Strategy from March 2016 to August 2018, and as our Marketing Manager from May 2002 to March 2016. Ms. Brunner is a member of the Board of Trustees for the National Susan B. Anthony Museum and House, the Advisory Board for Make-A-Wish of Metro/Western NY, and she also serves on the Grant Making Committee for the Rochester Women’s Giving Circle. Ms. Brunner earned a Bachelor’s degree in Public Relations and Marketing Communication from Simmons College in 2002. Ebrahim Busheri, having rejoined the Company in 2011, is a member of the Senior Research Group and was named Director of Investments in March 2015, and he has served on the Operating Committee to assist the CEO beginning in April 2016.2015. Previously, Mr. Busheri worked as the Director of Investments at W.P. Stewart and as a Consultant for Heritage Capital. From 1988 to 2011, he2001, Mr. Busheri worked at Manning & Napier Advisors in various roles, including as a Director of Research. Mr. Busheri earned a Bachelor’s degree in Accounting & Economics from Muskingum College in 1986 and an M.B.A. in Finance from the University of Rochester in 19881988. Mr. Busheri is also a Chartered Financial Analyst. Stacey Green has served as our Head of Human Resources since April 2021. Ms. Green previously served as HR Director and Assistant HR Director from January 2020 to April 2021 and January 2018 to January 2020, respectively. She joined the Company in 1997 and held various roles focusing on benefits and payroll within the Human Resources department before being promoted to Assistant HR Director in 2018. Ms. Green earned both a Bachelor’s degree in Business Management with a concentration in Human Resources and her MBA from St. John Fisher College in 1996 and 2001, respectively. Ms. Green also holds a certificate in Industrial Labor Relations from Cornell University and is a Chartered Financial Analyst.member of the Society for Human Resource Management. Christian A. AndreachMarc O. Mayer, a member of our Board of Directors, has served as our Chief Executive Officer since 2019. Mr. Mayer’s biographical information is included above with the Co-Headdirector nominees.
Aaron McGreevy has served as our Chief Distribution Officer since July 2021. Mr. McGreevy previously served as Manning & Napier’s Managing Director of Global EquitiesInstitutional and Intermediary Sales, Director of Taft-Hartley Services, Vice President and Portfolio Strategist, and Senior Risk Management Analyst. Prior to joining Manning & Napier in 2004, Mr. McGreevy served as an Investment Officer at Fifth Third Bank. Mr. McGreevy earned a Bachelor’s degree in Business Administration from the University of Findlay in 2002. Mr. McGreevy is also a Chartered Retirement Plan Specialist and an Accredited Asset Management Specialist. Scott Morabito has served as our Managing Director of Client Service and Business Operations since April 2021. Mr. Morabito also serves as the President of Exeter Trust Company, Vice President of the Manning & Napier Fund, Inc., and President and Director of Manning & Napier Advisors since 2010Investor Services, Inc., the Fund’s distributor. Mr. Morabito originally joined the Company in 2011, and previously served as Manning & Napier’s Managing Director of Operations from July 2019 to April 2021, Director of the Funds Group from January 2017 to July 2019, and held various roles as a member of its Senior Research Group since 2002.strategy analyst or manager from September 2011 to January 2017. Mr. Andreach joined Manning & Napier Advisors in 1999. Mr. AndreachMorabito earned a Bachelor’s degree from St. Bonaventure University in 1995 and an M.B.A.Financial Economics from the University of Rochester in 19972010 and is a Chartered Financial Analyst.his MBA in Finance from the Rochester Institute of Technology in 2011. Marc D. TommasiSarah C. Turner has servedrejoined the Company in May 2018 to serve as the firm’sCompany’s General Counsel and Corporate Secretary. Ms. Turner also serves as Chief Investment Strategist since April 2016, the Co-Head of Global Equities since March 2015, as the Head of Global Investment StrategyLegal Officer of Manning & Napier AdvisorsFund, Inc. Ms. Turner served as Counsel in the Securities and Capital Markets practice group at the law firm Harter Secrest & Emery from October 2017 to April 2018, and prior to that she served as Legal Counsel to the Company since 2010. Prior to joining the Company in 2010, through 2014, andMs. Turner served as a memberan Associate in the Real Estate practice group at Mayer Brown LLP. Ms. Turner sits on the Board of its Senior Research Group since 1989. Mr. Tommasi joined Manning & Napier Advisors in 1986. Mr. TommasiDirectors of the Rochester City Ballet. Ms. Turner earned a Bachelor’s degree in Political Science from Allegheny College in 2004 and her Juris Doctor from Fordham University School of Law in 2007.
There are no family relationships among the UniversityCompany and any of Rochester in 1986. its executive officers.
CORPORATE GOVERNANCECorporate Governance
Recent Developments On March 31, 2022, we entered into a definitive agreement to be acquired by an affiliate of Callodine Group, LLC for $12.85 per share. We believe this proposed transaction creates value for our stockholders while providing significant benefits to all stakeholders. The Annual Meeting does not relate to the proposed transaction. We will hold a separate special meeting of Company stockholders to approve resolutions relating to the proposed transaction. Board Meetings The directors hold regular meetings, attend special meetings as required and spend such time on the affairs of the Company as their duties require. Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to attend all Board of Directors meetings and meetings of the committees of the Board of Directors on which they serve. During 2015,2021, the Board of Directors held eighttwenty-one meetings. Each director attended at least 75% of the combined total number of meetings of the Board of Directors and Board committeeseach board committee of which he or she was a member. Attendance of Directors at 20152021 Annual Meeting of the Stockholders The Board of Directors encourages all of its members to attend its annual meeting of the stockholders. FourFive of the Company’s Directors attendeddirectors who were serving at the 2015time and one of the Company’s director nominees participated in the virtual 2021 annual meeting of the stockholders and one Director participated by phone.stockholders. Board Committees Our Board of Directors has establishedthree standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each consisting solely of independent directors, and ourdirectors. Our Board of Directors has adopted charters for its committees that comply with the NYSE and Securities and Exchange Commission (“SEC”)SEC rules relating to corporate governance matters. Copies of these committee charters can be found under the “Investor Relations—Governance” section of the Company’s website atwww.manning-napier.comhttps://ir.manning-napier.com and are available to any stockholder upon request in writing upon request to the Company. Audit Committee. Our Audit Committee oversees a broad rangeNumber of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including the following:Meetings in 2021: Five
monitor the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm;
| | | | | Our Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including performing the following duties: • monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm; • assuming direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm; • providing a medium for consideration of matters relating to any audit issues; and • preparing the audit committee report that the rules require be included in our filings with the SEC. | | As of the date of this proxy statement, Ms. Goodstein and Messrs. Holder, Marvald and Pettinella serve on the Audit Committee, and Mr. Pettinella serves as its chair. Our Board of Directors has determined that Ms. Goodstein and Messrs. Holder, Marvald and Pettinella each are financially literate and independent under the NYSE listing standards and under Rule 10A-3 of the Exchange Act, and that Mr. Pettinella is an “audit committee financial expert” within the meaning of the applicable rules of the SEC and the NYSE. |
assume direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm;
| | | Manning & Napier, Inc. | | 11 |
provide a medium for consideration of matters relating to any audit issues; and
Corporate Governance prepare the audit committee report that the rules require be included in our filings with the SEC.
As of the date of this Proxy Statement, Messrs. Pettinella, Barrington, Zak, Rosenberger, and Ms. Goodstein serve on the Audit Committee and Mr. Pettinella serves as its chairman. Our Board of Directors has determined that Messrs. Pettinella, Zak, Barrington, Rosenberger, and Ms. Goodstein are financially literate and independent under the NYSE listing standards and under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Mr. Pettinella is an “audit committee financial expert” within the meaning of the applicable rules of the SEC and the NYSE. The Audit Committee held eight meetings in 2015.
Compensation Committee. Our Compensation Committee reviews and recommends policy relating to compensation and benefitsNumber of our officers, directors and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other senior officers, evaluating the performance of these personsMeetings in light of those goals and objectives and setting compensation of these persons based on such evaluations. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members, including compliance of the Compensation Committee with its charter.2021: Ten
As of the date of this Proxy Statement, Messrs. Pettinella, Zak, Barrington, Rosenberger, and Ms. Goodstein serve on the Compensation Committee and Mr. Rosenberger currently serves as its chairman. Richard Hurwitz previously served as the chairman of the Compensation Committee until his resignation became effective on December 31, 2015. The Compensation Committee held five meetings in 2015.
Nominating and Corporate Governance Committee.
| | | | | Our Compensation Committee reviews and recommends policies relating to the compensation and benefits of our officers, directors and employees. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other senior officers, evaluating the performance of these persons in light of those goals and objectives, and setting compensation of these persons based on such evaluations. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members, including compliance of the Compensation Committee with its charter. The Compensation Committee may, in its discretion, delegate its authority to its chair or a subcommittee when it deems appropriate and in the best interests of the Company. | | As of the date of this proxy statement, Ms. Goodstein and Messrs. Holder, Marvald and Pettinella serve on the Compensation Committee, and Mr. Holder serves as its chair. Our Board of Directors has determined that each of the Compensation Committee members is independent under the NYSE listing standards. |
Nominating and Corporate Governance Committee oversees and assists our BoardNumber of DirectorsMeetings in identifying, reviewing and recommending nominees for election as directors; evaluates our Board of Directors and our management succession; develops, reviews and recommends corporate governance guidelines and a corporate code of business conduct and ethics; and generally advises our Board of Directors on corporate governance and related matters. 2021: Four | | | | | The Nominating and Corporate Governance Committee oversees and assists our Board of Directors in identifying, reviewing and recommending nominees for election as directors, evaluates our Board of Directors and our management succession, develops, reviews and recommends corporate governance guidelines and a corporate code of business conduct and ethics, and generally advises our Board of Directors on corporate governance and related matters. | | As of the date of this proxy statement, Ms. Goodstein and Messrs. Holder, Marvald and Pettinella serve on the Nominating and Corporate Governance Committee, and Ms. Goodstein serves as its chair. Our Board of Directors has determined that each of the Nominating and Corporate Governance Committee members is independent under the NYSE listing standards. |
As of the date of this Proxy Statement, Messrs. Pettinella, Zak, Barrington, Rosenberger, and Ms. Goodstein serve on the Nominating and Corporate Governance Committee and Ms. Goodstein serves as its chairman. The Nominating and Corporate Governance Committee held three meetings in 2015.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves as a member of our Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more of its executive officers serving as a member of our Board of Directors or our Compensation Committee.
The Board of Directors also approved the formation of a Special Committee in August of 2015, which is comprised of independent directors. Messrs. Pettinella, Barrington, Rosenberger, and Ms. Goodstein are its members. Going forward, this committee will focus on reviewing strategic opportunities for the Company, including, but not limited to, acquisitions, alliances, capitalization, strategic partnerships and mergers of the Company and other similar corporate transactions, and will report back to the Board of Directors from time to time regarding its activities and recommendations.
Director Independence Our Board of Directors has determined that current directors Messrs. Pettinella, Barrington, Rosenberger, Zak and Hurwitz, and Ms. Goodstein as well as director nominee Mr. Jones,and Messrs. Holder, Marvald, and Pettinella are each, or was during the period of their service during 2021, considered to be “independent directors” within the meaning of the NYSE’s listing standards and under applicable law. The Company does not have separate criteria for determining independence differentthat differ from the NYSE listing standards. Our Board of Directors reviews periodically the relationships that each director or nominee has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Those directors or nominees whomA director will be considered independent if the Board of Directors affirmatively determines havethat he or she has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) as specified in the listing standards of the NYSE will be considered independent.NYSE. Because Mr. Manning holds a majority of the combined voting power of our capital stock through his ownership of 100% of our outstanding Class B common stock, we are considered a “controlled company” for the purposes of the NYSE listing requirements. As such, we are permitted to, and may, opt out of the NYSE listing requirements that would otherwise require our Board of Directors to be comprised of a majority of independent directors and require our Compensation Committee and Nominating and Corporate Governance Committee to be comprised entirely of independent directors. However, by electing not to opt out of such requirements, our committees are fully independent and we currently have a majority of independent directors.
Board Leadership Structure and Factors Involved in Selecting Directors Our Board of Directors and management believe that the choice of whether the Chairman of our Board of Directors should be an executive of the Company or a non-executive oran independent director depends upon a number of factors, taking into account the candidates for the position and the best interests of the Company and its stockholders. Currently, Mr. ManningMayer is our Chairman.Chairman and Chief Executive Officer. We believe having Mr. Manning’s operatingMayer serve in both of these roles provides a useful bridge between our Board of Directors and leadershipmanagement, which facilitates effective communication. With his more than 30 years of experience in the asset management industry, Mr. Mayer is well suited to drive our long-term strategic initiatives as an officerChairman while focusing management’s attention on strategy development, the execution of strategic initiatives, and directorday-to-day operations and performance of Manning & Napier Advisors, LLC since it was founded, includingthe company in his role as Chief Executive Officer. When Mr. Mayer was appointed Chairman of the primary architectBoard of its researchDirectors in July 2020, the Nominating and investmentCorporate Governance Committee recommended, and Board of Directors designated, Mr. Pettinella to serve as Lead Independent Director. In this role, the Lead Independent Director serves as a liaison between the Chairman and the other directors. We believe it is important, while the Board has a Chairman that is also our Chief Executive Officer, for the Lead Independent Director to ensure that we are implementing and maintaining strong corporate governance practices. The Lead Independent Director presides over the executive sessions of the Company’s
Corporate Governance non-management directors, which are held in conjunction with each regular Board of Directors meeting and may be called by the Lead Independent Director as circumstances warrant. The Lead Independent Director also is responsible for collaborating with and supporting each of our standing committees in performing their designated roles for the Board of Directors. The role and responsibilities of our Lead Independent Director are described in our Corporate Governance Guidelines, a copy of which is posted on the Company’s website, https://ir.manning-napier.com, under “Investor Relations—Governance” and is available to any stockholder in writing upon request to the Company. Board Evaluations and Process for Selecting Directors Our annual Board evaluation process make himfocuses on assessments of the Board of Directors at the Board, committee, and individual director levels. During this process, directors identify key skills and characteristics currently present on the Board, which the Nominating and Governance Committee then utilizes as a compelling choice for Chairman. tool to identify gaps in specific skill sets. The results of the Board evaluations are aggregated by our General Counsel and Nominating & Corporate Governance chair, and reported to the Nominating & Governance Committee and then to our full Board. Our Nominating & Corporate Governance Committee discusses Board succession and reviews potential candidates. When seeking candidates for election and appointment to the Board of Directors, our Nominating and Corporate Governance Committee will consider candidates that possess the integrity, leadership skills and competency required to direct and oversee our management in the best interests of our stockholders, clients, employees, communities we serve and other affected parties, and considerparties. When seeking director candidates, our Nominating & Corporate Governance Committee also considers the competency of the Board of Directors as a whole. With respect to the seven director nominees, the Nominatingwhole and Corporate Governance Committee focusedhas increased its focus on the information described in eachinclusion and diversity of the Board of Directors members’ biographical information set forth above.ideas and backgrounds. Stockholder Nominations Stockholders may submit candidates for nomination to the Board of Directors based on the criteria set forth by the Nominating and Corporate Governance Committee and the Board of Directors in accordance with the procedures set forth in our Amended and Restated Bylaws. There have been no material changes to the procedures by which stockholders may submit candidates for nomination to the Board of Directors since the date of our last proxy statement. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as all other candidates. To date, no stockholder nominations for director have been made nor have any stockholder recommendations for director been received by the Company. Majority Vote Resignation Policy for Director Elections The Company’s Bylaws provide that Directors are elected by a Plurality Vote. Although nominees who receive the most votes for the available positions will be duly elected, in October 2020, our Board of Directors adopted a director resignation policy for director nominees who receive a majority of “withheld” votes. This policy is posted on the Company’s website, https://ir.manning-napier.com, under “Investor Relations—Governance” and is available to any stockholder in writing upon request to the Company. If the election is uncontested (the number of director nominees is not greater than the number of Board seats open for election), after the certification of a stockholder vote in which a director nominee received more “withheld” votes than “for” votes, the director must submit his or her resignation to the Chairman of the Board of Directors within five business days. Upon receipt of the resignation, the Nominating and Corporate Governance Committee will evaluate the factors it deems relevant to making a recommendation to the Board of Directors regarding the tendered resignation, including: the stated reasons why stockholders who withheld votes from the director did so; the qualifications of the director, including whether the director’s resignation would impact the Company’s ability to comply with the requirements of the SEC and NYSE; and whether the director’s resignation would be in the best interests of the Company and its stockholders. Directors will not participate in deliberations or determinations relating to matters in which they have an interest. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors within 45 days after the stockholder meeting at which the election occurred. The recommendation may include accepting or rejecting the resignation or rejecting the resignation while committing to mitigate or cure the underlying reasons reasonably believed to have resulted in the withheld votes. The Board will consider the recommendation and take formal action no later than 120 days after the stockholder meeting, and the Company will promptly disclose the decision. | | | Manning & Napier, Inc. | | 13 |
Corporate Governance Executive Sessions Executive sessions of the Company’s non-management directors are held in conjunction with each regular Board of Directors meeting and may be held at other times as circumstances warrant. The committee Chairmen rotate as the presiding director of the non-management meetings of the Board. Board’s Role in Risk Management Oversight The Board of Directors oversees the process of risk management which may, from time to time, be delegated to a committee. Members of management at the Company who bear responsibility for the management and assessment of risk at the Company, regularly communicate with the Board of Directors regarding the Company’s risk exposure and its efforts to monitor and mitigate such risks. Even when the oversight of a specific area of risk has been delegated to a committee, the full Board of Directors may maintain oversight over such risks through the receipt of reports fromprovided by the committee to the full Board of Directors. In addition, if a particular risk is material, or where otherwise appropriate, the full Board of Directors may assume oversight over a particular risk, even if the risk was initially overseen by a committee. Our Board of Directors believes that its leadership structure described above facilitates its oversight of risk management because it allows the Board of Directors, working through its committees, to appropriately participate in the oversight of management’s actions. The Company’s Audit Committee maintains initial oversight of risks related to the integrity of the Company’s financial statements, internal controls over financial reporting and disclosure controls and procedures (including the performance of the Company’s internal audit function) and the performance of the Company’s independent auditor. The Company’s Compensation Committee maintains initial oversight of risks related to the Company’s compensation practices, including practices related to equity incentive programs, other executive or company-wide incentive programs and hiring and retention. The Compensation Committee also reviews the Company’s compensation programs periodically for consistency and overall alignment with corporate goals and strategies. In 2014, a Risk Oversight Committee was formed atThe Company’s operating subsidiaries maintain several committees to address risks that the Manning & Napier Group, LLC (“Manning & Napier Group”) levelCompany has determined to be of material importance to necessitate ongoing monitoring, such as regulatory compliance, litigation, financial reporting, cybersecurity, human resources and vendor management. These committees oversee risks related to our operating companies. This operating committee iscybersecurity risk management program and receive updates on our cybersecurity risk profile. The committees are each comprised of akey members of senior management, team (President, Chief Financial Officer, Chief Legal Officerwho meet periodically throughout the year and Operations Director) along with other participants from the Finance, Internal Audit and Compliance departments, and it will reportescalate any material issues to the Company’s Board of Directors when appropriate.
Communications with the Board of Directors Stockholders and all other interested parties may communicate with the Board of Directors, committees of the Board of Directors, and the independent or non-management directors, each as a group, and individual directors by submitting their communications in writing to the attention of the Company’s Corporate Secretary. All communications must identify the recipient(s), author, and state whether the author is a stockholder of the Company, and may be forwarded to the following address: Manning & Napier, Inc. 290 Woodcliff Drive Fairport, New York 14450 Attn: Corporate Secretary The directorsOur Board of the Company, including the non-management directors, haveDirectors has directed the Corporate Secretary not to forward to the intended recipient any communications that are reasonably determined in good faith by the Corporate Secretary to relate to improper or irrelevant topics or are substantially incomplete.
Corporate Governance Guidelines We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our stockholders, and we continually review and consider our corporate governance policies and practices, the SEC’s corporate governance rules and regulations, and the corporate governance listing standards of the NYSE, the stock exchange on which our Class A common stock is traded. Our Board of Directors has adopted Corporate Governance Guidelines, which guide the Board of Directors in the performance of its responsibilities to serve the best interests of the Company and its stockholders, a copy of which is posted on the Company’s website,www.manning-napier.comhttps://ir.manning-napier.com, under “Investor Relations—Governance” and is available to any stockholder in writing upon request to the Company.
Corporate Governance Code of Business Conduct and Ethics Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers and employees. The purpose and role of this code is to focus our directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct, and help enhance and formalize our culture of integrity, honesty and accountability. We intend to disclose within four business days any amendment to, or waiver of, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Business Conduct and Ethics, by posting that information on the Company’s website. Our Code of Business Conduct and Ethics is posted on the Company’s website, https://irwww.manning-napier.com.manning-napier.com, under “Investor Relations—Governance” and is available to any stockholder in writing upon request to the Company. Hedging Policies Our Board of Directors has adopted an Insider Trading and Confidentiality Policy Statement that applies to all of the Company’s directors, officers and employees. The purpose of this policy, in addition to addressing the treatment of material non-public information, is to address provisionsmake clear that the Company considers it improper and inappropriate for its officers, directors and employees to engage in short-term or speculative transactions in the Dodd-Frank Act that require disclosure of a company’s hedging policies. Our policy includes prohibitions onCompany’s Class A common stock and transactions in options on and short sales of Company stock by our employees or directors. The policy specifically provides that entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of our stock. Our policy prohibits our directors, officers and employees from engaging in the following transactions: trading in options on or short sales of our Class A common stock; puts, calls or other derivative securities of our Class A common stock; holding our Class A common stock owned byin a margin account as collateral for a margin loan; and pledging shares of our employees and directors is not permitted. Class A common stock as collateral for a loan. Our Insider Trading and Confidentiality Policy Statement is posted on the Company’s website.website, www.manning-napier.comhttps://ir.manning-napier.com, under “Investor Relations—Governance” and is available to any stockholder in writing upon request to the Company. Recent DevelopmentsCorporate Social Responsibility
In April 2016, Mr. Cunningham announced his retirement from the Company and stepped down as CEO and director. Mr. Cunningham will continueWe strive to serve for 90 days in an advisory capacity to assist with the management transition. In addition, Mr. Zak informed the Company that he would not stand for re-election at the 2016 Annual Meeting, and willbuild brighter futures, no longer serve as director or member of any Board committee following the 2016 Annual Meeting.matter what comes next.
EXECUTIVE COMPENSATIONFor clients, we create and deliver differentiated financial solutions with exceptional client service to help our clients achieve their financial goals.
Compensation Committee Report
Notwithstanding anything toFor stockholders, we focus on increasing the contrary set forth in any filingsfundamental value of Manning & Napier Inc. underand returning that value to our stockholders.
For employees, we emphasize a culture that embraces diversity of talent, background and perspectives. We value meaningful relationships, bold initiative, and continuous growth, and we seek to create a more diverse and inclusive culture as we believe they are fundamental to our success as a company. For communities where we live and work, we are dedicated to supporting our employees in contributing both time (with paid volunteer days) and financial resources (through a charitable giving match) to improve the Securities Actwell-being of 1933, as amended (the “Securities Act”), orour communities. Talent Management, Diversity & Inclusion We believe that our employees are the Exchange Act,lifeblood of our business, and the long-term success of our clients and stockholders is highly dependent on the accomplishments of our people. To that might incorporate future filings, including this Proxy Statement,end, we are heavily invested in whole orthe success of our people and work to ensure that there is strong economic alignment between our people, clients, and stockholders. We believe deeply that character matters and that firms with great cultures and strongly held values stand a better chance of delivering excellent results for all stakeholders. We are fiduciaries, and for over 50 years, we have always understood in part, the following Compensation Committee Report shall not be incorporated by reference into any such filings, and shall not be deemed soliciting material or filed under the Securities Act or the Exchange Act. The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis set forth below with management and, based on such review and discussions, the Compensation Committee recommendedmost profound ways what it means to the Board of Directors that the Compensation Discussion & Analysis be included in this Proxy Statement.put clients’ interests first.
| | | Manning & Napier, Inc. | | Respectfully submitted:
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Corporate Governance As of December 31, 2021, we had 279 employees, the majority of whom are based in Fairport, New York. Women represented 42% of our workforce, while people of color represented 10%. The Executive Committee that is responsible for day-to-day operations of the firm is comprised of 33% female members, while 22% are people of color. Increasing the diversity of our firm, its leadership and its board is a stated objective for our management team and the board. We are committed to a workplace of belonging, and our Committee for Diversity and Inclusion is a critical component in setting a tone where diversity is embraced, celebrated and utilized to drive better decision making and outcomes for all stakeholders. Our long-term goal is to have a workforce and a leadership team whose makeup is similar to the demographics of our country and the communities in which we do business. This will take time, but we are committed to making consistent progress. To that end, we have established goals against which we can measure our progress, specifically that 20% of new employees hired annually will be racially or ethnically diverse, and 50% will be women. In 2021, 44% of our new hires were female and 25% of our new hires were people of color. We seek to foster a creative and innovative workplace that is a reflection of our values and the communities in which we operate. We are committed to attracting, developing and retaining a diverse team of highly talented and engaged employees to deliver superior solutions and provide excellent service to our clients. We want to be a destination of choice for the most capable and promising talent. We devote significant resources to ensure that we have a deep bench of talented employees that have the necessary training to perform their duties, including firm-sponsored training and development activities, assistance for continuing professional education and tuition assistance for academic programs. We strive for high levels of employee engagement to support our values-based culture. We provide employees with the tools and flexibility to maintain a healthy work-life balance. We are committed to frequent and meaningful communication with employees, and solicit regular feedback from them, both informally and via survey data. We employ a comprehensive objective setting and performance review process to ensure clear feedback is given and people know what is expected and how they are doing. Consistent with our values, we encourage openness and healthy debate.
Executive Compensation Summary Compensation Table The following tables and related narrative contain information regarding the compensation earned during the fiscal years ended December 31, 2021 and 2020 of our principal executive officer, and each of our two most highly compensated executive officers serving with us at December 31, 2021, other than our principal executive officer. We refer to these individuals in this Annual Report as our “named executive officers.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary
($) | | | Bonus ($) (1) | | | Stock Awards
($) (2) | | | Non-Equity
Incentive Plan
Compensation
($) (3) | | | All Other Compensation ($) (6) | | | Total ($) | | | | | | | | | | Marc O. Mayer Chief Executive Officer | | | 2021 | | | | 600,000 | | | | 1,028,417 | (4) | | | 972,224 | | | | 476,583 | (5) | | | 18,450 | | | | 3,095,674 | | | | | 2020 | | | | 500,000 | | | | 787,000 | | | | — | | | | 675,000 | | | | 17,481 | | | | 1,979,481 | | | | | | | | | | Ebrahim Busheri Director of Investments | | | 2021 | | | | 425,000 | | | | — | | | | 440,919 | | | | 1,375,751 | (5) | | | 41,993 | | | | 2,283,663 | | | | | 2020 | | | | 425,000 | | | | — | | | | 260,129 | | | | 2,478,037 | | | | 34,950 | | | | 3,198,116 | | | | | | | | | | Paul Battaglia Chief Financial Officer | | | 2021 | | | | 250,000 | | | | 319,500 | (4) | | | 194,446 | | | | — | | | | 18,450 | | | | 782,396 | | | | | 2020 | | | | 250,000 | | | | 375,000 | | | | 165,263 | | | | — | | | | 13,589 | | | | 803,852 | |
| (1) | Represents bonus amounts paid as described in “Narrative to the Summary Compensation CommitteeTable-Annual Bonus.” |
| (2) | Represents the grant date fair value computed in accordance with the requirements of accounting for stock-based compensation. The amounts reported in this column have been computed in accordance with FASB ASC Topic 718. For a discussion of assumptions used in the 2021 valuations, see Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. |
| (3) | Represents non-equity incentive plan compensation amounts paid as described in “Narrative to the Summary Compensation Table-Non-Equity Incentive Plan Compensation.” |
| (4) | In addition to the amounts shown for Messrs. Mayer and Battaglia, a portion of their bonus in the amounts of $611,583 and $110,500, respectively, was deferred under our Deferred Incentive Compensation Program and will vest over three years subject to continued employment through the end of the first year, as described in “Narrative to the Summary Compensation Table-Annual Bonus.” |
| (5) | In addition to the amounts shown for Messrs. Mayer and Busheri, a portion of their annual non-equity incentive plan compensation in the amounts of $283,417 and $808,835, respectively, was deferred under our Deferred Incentive Compensation Program and will vest over three years subject to continued employment through the end of the first year, as described in “Narrative to the Summary Compensation Table-Non-Equity Incentive Plan Compensation.” |
| (6) | Represents the aggregate dollar amount of all miscellaneous compensation received by our named executive officers for 2021. The following table summarizes the Company’s contributions to the Company’s 401(k) and Profit Sharing Plan and Other Compensation for each of our named executive officers for 2021: |
| | | | | | | | | | | | | | | | | Name | | 401(k) Profit Sharing
and Matching
Contributions | | | Other
Compensation | | | Total—All Other
Compensation | | | | | | Marc O. Mayer | | | $18,450 | | | | $ — | | | | $18,450 | | | | | | Ebrahim Busheri | | | $18,450 | | | | $23,543 | (7) | | | $41,993 | | | | | | Paul Battaglia | | | $18,450 | | | | $ — | | | | $18,450 | |
| (7) | Mr. Busheri is a permanent resident of the state of Florida. Based on the job requirements of his role, in a typical year when our workforce is not operating remotely, he is required to travel regularly to the Company’s headquarters in Rochester, New York. In lieu of the Company reimbursing Mr. Busheri for individual meals and lodging while in Rochester, the Company contributes to the cost of renting an apartment in Rochester, New York. |
| | | Manning & Napier, Inc. | | Geoffrey Rosenberger, Chairman
| | | Edward J. Pettinella
| | | Barbara Goodstein
| | | Richard Barrington
| | | Robert M. Zak
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Compensation Discussion and Analysis
This section summarizes the principles underlying our compensation policies relating to our named executive officers William Manning, Patrick Cunningham, James Mikolaichik, Ebrahim Busheri and Charles H. Stamey. It generally describes the manner and context in which compensation is earned by, and awarded and paid to, our named executive officers and provides perspective on the tables and narratives that follow in this section. Our Compensation Committee is comprised solely of independent directors and reviews, in consultation with the Board of Directors, senior management, and with input from our shareholders, our executive compensation program, including the design of our annual cash incentive and equity incentive programs. We have determined that each director who sits on our Compensation Committee is qualified to serve in such position. The Compensation Committee will continue to evaluate the need for revisions to our executive compensation program to ensure it is competitive with the companies with which we compete for superior executive talent.
Executive Compensation Practices Below we highlight certain executive compensation practices that we employ
Narrative to align executive compensation with strategic targets, and thereby stockholder interests. Also listed below are certain compensation practices we do not employ because we do not believe they would serve our stockholders’ long-term interests.the Summary Compensation Table What We Do
Pay for Performance. We tie annual compensation to objective performance metrics with a focus on firm level business performance coupled with specific performance criteria related to net client cash flows, investment performance, strategic planning, product development and corporate development. Currently, no portion of our executives’ potential compensation is guaranteed, but rather is a consequence of company performance.
Net Economic Income Per Share Growth and Total Shareholder Return Metric. Aligning interests of our named executive officers with those of our shareholders is an important objective of our compensation program, so absolute and relative net economic income per share growth and relative total shareholder return are considered when determining various equity awards for our named executive officers.
Equity Award Retention Policy. Executives are required to retain 50% of the net after-tax shares received from all equity awards for a period of five years after the scheduled vesting date.
Vesting Period on Equity Awards.Restricted stock unit awards granted under the 2011 Equity Compensation Plan have historically included three-year cliff vesting periods.
Clawback ProvisionOverview. We can rescind and/or recover any associated gains on equity awards granted to executives if the recipient’s fraud or misconduct leads to a restatement of financial statements.
What We Don’t Do
No Severance Agreements. We do not provide our executives with employment agreements that provide compensation or duration terms, severance payments, medical or insurance benefits or any other perquisites in the event the executive is terminated or resigns.
No Income Tax Gross-ups. We have not historically provided income tax gross-ups for personal benefits other than broad-based benefits.
No Established Program of Executive Perquisites. We have no established program of perquisites to provide personal benefits to our executive officers.
Compensation Philosophy and Objectives
We believe that to create long-term value for our stockholders we need a strong and seasoned management team that is focused on our business objectives of achieving profitable and sustainable financial results, expanding our investment capabilities through disciplined growth, continuing to diversify sources of revenue and delivering superior client service. Our named executive officers have strategic importance in supporting our business model of generating superior investment performance in high value-added investment strategies. We depend on our management team to execute on the strategic direction of the firm, recruit and manage our investment professionals, determine which investment strategies and products we launch, manage our distribution channels and provide the operational infrastructure that allows our investment professionals to focus on achieving attractive investment returns for our clients.
Our compensation programprograms for our named executive officers isare designed to meet the following objectives: support our business strategy; attract, motivate and retain top-tier professionals within the investment management industry by rewarding past performance and encouraging future contributions to achieve our strategic goals and enhance stockholder value; link total compensation to individual, team and companyCompany performance on both a short-term and a long-term basis; align our named executive officers’ interests with those of our stockholders; and be flexible enough so we can respond to changing economic conditions. For instance, strategic objectives, economic net income growth, investment performance, total shareholder return and net client cash flows of the Company are used to determine our executive compensation. Our compensation and equity participation programs for our named executive officers provide opportunities, predominantly contingent upon performance, which we believe have assisted our
ability to attract and retain highly qualified professionals. We use,In the past we have used a combination of cash compensation programs and expect to continueequity participation. As a result of the expiration of our 2011 Equity Compensation Plan (our “2011 Plan”) in November 2021, we will only be able to use cash compensation programs and equity participation in a combination that has been successful for us in the past and that we believe will continue to be successful for us. In addition, we have completed a transition to clearly defined targets for the senior management team in order to achieve enhanced strategic and shareholder alignment with our executive compensation programs. future. We periodically evaluate the success of our compensation and equity participation programs in achieving these objectives and we expect that some of our policies and practices may change in order to enable us to better achieve these objectives. Determination of Compensation and Role of Directors and Executive Officers in Compensation DecisionsAnnual Salary
. Our Compensation Committee assists our Board of Directors inreviews the discharge of its responsibilities relating to the compensationannual salaries of our named executive officers. For a discussion of the Compensation Committee’s role and responsibility, see “Corporate Governance—Board Committees—Compensation Committee” included earlier in this Proxy Statement. Our chief executive officer also works with the Compensation Committee and the Board of DirectorsBase salaries are intended to set the compensation of the named executive officers other than himself. Our Compensation Committee, with the oversight of the Board of Directors, has the delegated authority for: (i) overseeing our compensation policies and programs, and has responsibility for setting the compensation of our chief executive officer and our Chairman, (ii) reviewing our achievements as a company and the achievements of our executive officers, and (iii) providing input and guidance to our chief executive officer in the determination of the specific type and level of compensation of our other named executive officers and the rest of the senior management team. We have determined that it is important to encourage or provide for a meaningful amount of equity ownership by our named executive officers with a degree of financial certainty and other professionalsstability that does not depend on our performance. We consider it a baseline compensation level that delivers some current cash income to help align their intereststhese executives. In conjunction with thosethe amendment of stockholders. TheMr. Mayer’s employment agreement on December 31, 2020, the Compensation Committee reviews specific equity compensationdetermined to increase the amount of Mr. Mayer’s base salary from $500,000 to $600,000 for the chief executive officer, including formulas for determining aggregate equity compensation availableyear ending December 31, 2021. With the exception of Mr. Mayer, no changes were made to other executives and professionals at the Company. The allocation between cash and non-cash compensation has been based on a number of factors, including each named executive officer’s performance objectives and our retention objectives, and may vary from year to year. We may decide in future years to continue the practice of paying some or all of short-term and long-term incentives in equity depending upon the facts and circumstances existing at that time. We have not adopted any policies with respect to current compensation versus long-term compensation, but feel that both elements are necessary for achieving our compensation objectives. Our 2011 Equity Compensation Plan (the “Equity Plan”) gives us the flexibility to grant other types of equity-based compensation at the Manning & Napier Group level or the Manning & Napier, Inc. level. Base salary provides financial stability for certainannual base salaries of our named executive officers although we expect base salariesfor 2021.
CEO Scorecard Approach. In 2021, our Compensation Committee moved to bethe use of a minoritystructured scorecard to evaluate the performance of total income over time. Annual cash bonuses provide a reward for short-term companyMr. Mayer as CEO and individual performance. Long-term equityto determine his incentive compensation. The scorecard is designed to align Mr. Mayer’s compensation rewards achievement of strategic long-term objectives and contributes toward overall stockholder value. The opinion ofwith the Company’s performance and the interests of our stockholders is considered byand clients. In the Boardfourth quarter of Directors each year when making determinations regarding executive compensation. As2020, the Compensation Committee made its fiscal year 2015established the CEO’s target incentive compensation decisions, it was aware that 74.8% (100% of Class B votesopportunity and 39.42% ofalso set the Class A votes) ofscorecard performance measures and weightings. In setting the Manning & Napier stockholders who voted on the advisory vote approving named executive officer compensation at the 2015 Annual Meeting of the Stockholders (including votes cast for, againsttarget incentive amounts and to abstain) had voted in favor of approving the compensation.
Role of Independent Compensation Consultant
As mentioned above, our Compensation Committee is responsible for determining the compensation of our named executive officers. The Burke Group served as the Committee’s compensation consultant in 2015 in orderfinal amounts to assist the Committee’s decisions for executive compensation. The Burke Group periodically providesbe paid based on performance, the Compensation Committee with information aboutconsiders a number of wholistic factors based on feedback from our independent compensation consultant and comparison to industry peers. In the competitive market for senior management in the investment management and financial services industries and compensation trends in those industries generally. The Burke Group provides guidance and assistance tofourth quarter of 2020, the Compensation Committee as it makes its compensation decisions, either directlydetermined that Mr. Mayer’s target annual incentive would be $2.4 million for the year ending December 31, 2021, which within the context of expected performance, may be subject to the full Compensation Committeean upward or through conversations with the Committee’s chairman. The Burke Group has not provided any services to the Company other than those it provided todownward adjustment of approximately 25% at the Compensation CommitteeCommittee’s discretion.
The performance categories, weightings and measures used in its role as independent consultant. We, from timethe 2021 scorecard were the following: Investment Performance (20% weighting). Deliver excellent investment results for clients measured on one-year and three-year investment performance relative to time, will reviewbenchmarks; Financial Results (20% weighting). Deliver strong financial results for stockholders based on our relationship with The Burke Groupone-year relative results for net client cash flows, operating margins, EBITDA, and reaffirm its appointment aseconomic net income; and Strategic Initiatives (60% weighting). Achieve long-term value and success for clients and stockholders via strategic initiatives including: finalizing wealth management sales strategy changes, completing structural enhancements to our independent consultant.institutional and intermediary sales teams, improving overall distribution productivity, completing digital transformation and other operational model changes, and improving employee morale, diversity and inclusion, succession planning and key personnel initiatives. In makingAnnual Bonus. Cash incentive compensation is a key part of the overall annual compensation determinations,for Messrs. Mayer and Battaglia. A portion of the cash bonus that Mr. Mayer earned, and Mr. Battaglia’s entire cash bonus for 2021 was discretionary and based on the completion of agreed upon individual goals during the year.
Based on his individual performance for 2021 and achievement of, or significant progress on, various strategic initiatives and the Compensation Committee reviewed competitive data regardingCommittee’s discretion, Mr. Mayer earned a bonus of $1,640,000, of which $1,028,417 was paid in cash and $611,583 was deferred under our Deferred Incentive Compensation Program subject to his continued employment. Based on his individual performance for 2021, Mr. Battaglia earned a bonus of $430,000, of which $319,500 was paid in cash and $110,500 was deferred under our Deferred Incentive Compensation Program subject to his continued employment. We implemented our Deferred Incentive Compensation Program on January 1, 2021. Under such program, a portion of a covered employee’s cash incentive compensation at peer companiesin excess of certain thresholds is deferred are paid in the investment management and other financial services industries. We do not benchmark compensation levels to fall within specific ranges compared to selected peer groups in the asset management and financial services industry. We use the information provided by The Burke Group about the competitive market for senior management to gain a general understandingform of current compensation practices. In this regard, the Compensation Committee reviewed compensation data for a competitive “peer” group comprised of the 12 asset managers listed below:an award under our 2018 Long- | | | Affiliated Managers Group, Inc.18 | | Federated Investors, Inc. | AllianceBernstein Holding L.P. | | Janus Capital Group Inc. | Artisan Partners Asset Management Inc. | | Legg Mason, Inc. | Calamos Asset Management | | Pzena Investment Management, Inc. | Cohen & Steers, Inc. | | Virtus Investment Partners, Inc. | Eaton Vance Corp. | | Waddell & Reed Financial, Inc.2022 Proxy Statement |
Principal Components
Executive Compensation Term Incentive Plan (our “2018 Plan”), which is invested in units of Compensation We have establishedthe Manning & Napier Fund, Inc. The percentage of an employee’s cash incentive compensation practices that directly linkis deferred is based on the aggregate amount of cash incentive compensation for the year, and ranges from 15% on the first $100,000 of cash incentive compensation up to 40% on cash incentive compensation in excess of $500,000. The awards under the program vest over three years, provided that the employee remains employed with our performance, as described below. These practices apply to allus through the end of our professionals, including our named executive officers. Ultimately, ownership in our company is the primary tool that we use to attract and retain professionals, includingfirst year. Upon vesting, the named executive officers.
Commencing in 2015,employee receives the Compensation Committee approved and implemented a set of harmonized performance goals across the senior management team that seek to accomplish enhanced personal performance alignment to: strategic objectives, targeted distribution metrics including client cash flows and retention rate of separately managed accounts, economic income results, investment performance, total shareholder return and economic net income per share.
In 2015, we provided the following elements of compensation to our named executive officers, with the relative value of each of these components for individual employees varying based on job role and responsibility:the vested portion in cash or in the units in which the award is invested.
| • | | Base Salary. Base salaries are intended to provide Messrs. Cunningham, Busheri, Stamey and Mikolaichik with a degree of financial certainty and stability that does not depend on our performance. We consider it a baseline compensation level that delivers some current cash income to these executives. Mr. Manning receives a base salary for services provided as a named executive officer, which is consistent with historical amounts paid to him based on his longstanding contributions of leadership and strategic vision to the Company. The base salaries paid to Messrs. Manning, Cunningham, Busheri, Stamey, and Mikolaichik for the periods presented are set forth below in the summary compensation table. See “—Summary Compensation Table.” |
| • | | Annual Bonus. Cash compensation is a key part of the overall annual compensation for Messrs. Cunningham, Busheri, Stamey and Mikolaichik. Given 2015 financial performance, Mr. Cunningham proposed to the Compensation Committee that he forgo all of his earned cash bonus compensation for 2015. Mr. Stamey received cash bonus compensation based on targeted distribution metrics and department-wide strategic goals. Going forward, Mr. Stamey’s cash and equity-based bonus compensation will be more closely related to firm-wide economic results and targeted activity metrics tailored to his core area of responsibilities. Mr. Busheri received cash bonus compensation based on department-wide strategic goals, a one-time discretionary bonus upon his appointment as Director of Investments in 2015 and individual stock bonus related to certain stocks where Mr. Busheri had selected prior to his new position. Going forward, Mr. Busheri’s cash and equity-based compensation will be more closely related to firm-wide economic results and targeted activity metrics tailored to his core area of responsibilities including individual stock performances within portfolios, if any. Mr. Mikolaichik received cash bonus compensation related to targeted distribution metrics and department-wide strategic goals. Going forward, Mr. Mikolaichik’s cash and equity-based bonus compensation will be more closely related to firm-wide economic results and targeted activity metrics tailored to his core area of responsibilities. We have historically not paid annual bonuses to Mr. Manning, as distributions to him from his ownership in MNA Advisors, Inc., Manning & Napier Capital Company, LLC (“MNCC”), Manning & Napier Investor Services, Inc., Manning & Napier Information Services, LLC, and Perspective Partners LLC (collectively, the “Manning & Napier Companies”) was at a level where additional bonus compensation was judged to not be necessary. See “—Equity Based Compensation.” The annual cash incentive compensation awarded to our named executive officers for the periods presented are set forth below under “—Summary Compensation Table.” We believe that our bonus programs have provided us the discipline and flexibility we need to support our success and to respond to changing market conditions. |
| • | | Equity Based Compensation. All of our named executive officers, other than Mr. Mikolaichik and Busheri, and other of our employees have ownership interests in Manning & Napier Group Holdings, LLC (“M&N Group Holdings”), Manning & Napier Group and/or certain of the Manning & Napier Companies. |
In 2015, there were no awards earned for equity-based incentives under the Equity Based Compensation. Our 2011 Plan due to non-performance of absolute and relative economic net income per share growth and total shareholder return below the peer group median.
The Equity Plan permitspermitted the grant or issuance of a variety of equity awards of both Manning & Napier, Inc. and of Manning & Napier Group. See “—2011 Equity Compensation Plan.”
Group, LLC (“Manning & Napier Group”). In determining the equity awards to be granted to theour named executive officers, we have taken and in the future intend to take, into account the following factors: the value of such awards; the named executive officer’s level of current and potential job responsibility; and our desire to retain the named executive officer over the long term. AllIn 2021, Mr. Mayer received an equity award of 163,339 restricted stock units (“RSUs”) issued under our 2011 Plan based on fiscal 2020 performance that will convert to shares of our named executive officers, other thanClass A common stock on a one-for-one basis. The RSUs are subject to time vesting, with 40,849 vesting on each of February 1, 2023, February 1, 2024 and February 1, 2025, and 40,852 vesting on February 1, 2026.
In 2021, Mr. MikolaichikBusheri received an equity award of 74,104 RSUs issued under our 2011 Plan based on fiscal 2020 performance that will convert to shares of our Class A common stock on a one-for-one basis. The RSUs are subject to time vesting, with 24,702 vesting on December 31, 2021, 24,702 vesting on December 31, 2022, and Busheri, currently own24,700 vesting on December 31, 2023. In 2021, Mr. Battaglia received an equity award of 32,680 RSUs issued under our 2011 Plan based on fiscal 2020 performance that will convert to shares of our Class A common stock on a one-for-one basis. The RSUs are subject to time vesting, with 8,170 vesting on each of February 1, 2023, February 1, 2024 and February 1, 2025, and February 1, 2026. Our 2011 Plan expired in MNA Advisors, Inc. and/or otherNovember 2021. Therefore, we no longer have an incentive plan that allows for the grant of future equity awards. Non-Equity Incentive Plan Compensation. Cash incentive compensation is a key part of the Manning & Napier Companies,overall annual compensation for Messrs. Mayer and Busheri. Under the terms of Mr. Mayer’s 2021 CEO scorecard, the amount of his 2021 non-equity incentive compensation was based on our investment performance and financial results. Mr. Mayer earned non-equity incentive compensation of $760,000 for 2021, of which provide them$476,583 was paid in cash and $283,417 was deferred under our Deferred Incentive Compensation Program subject to his continued employment. The 2021 non-equity incentive compensation for Mr. Busheri was based on the investment returns of the Company’s assets under management over the one-, three- and five-year time horizons. Mr. Busheri earned non-equity incentive compensation of $2,184,586 for 2021, of which $1,375,751 was paid in cash and $808,835 was deferred under our Deferred Incentive Compensation Program subject to his continued employment. Retirement Benefits. We maintain a contributory defined contribution retirement plan for all employees, and match up to 50% of each employee’s contributions, not to exceed 3.5% of their total compensation during the years ended December 31, 2021 and 2020, (other than catch-up contributions by employees age 50 and older) up to an annual limitation as determined by the IRS. In addition, we may make an annual discretionary profit sharing contribution, subject to certain limitations. Employment Agreements Mr. Mayer. We entered into an employment agreement with Mr. Mayer on January 30, 2019, which was subsequently amended on December 31, 2020. Pursuant to his employment agreement, upon Mr. Mayer’s employment and appointment as Chief Executive Officer on January 30, 2019, he was granted under the 2011 Plan a total of 375,000 RSUs (the “Sign-On RSUs”) and options to purchase up to 3,500,000 shares of our Class A common stock at an exercise price of $2.01 per share. The Sign-On RSUs converted to shares of our Class A common stock on a one-for-one basis. The option to purchase up to 500,000 shares of our Class A common stock is subject to time vesting (the “TSOs”). One-third of the TSOs vested on each of January 1, 2020, January 1, 2021, and January 1, 2022. The option to purchase up to 3,000,000 shares of our Class A common stock is subject to the achievement of specified performance-vesting criteria (the “PSOs”) and vests in installments only if the closing price per share of our Class A common stock as reported on the New York Stock Exchange exceeds a certain threshold for 20 consecutive days prior to the specified date. As of December 31, 2021, all of the 3,000,000 PSOs had vested. For additional information on the performance-vesting criteria, see the “Outstanding Equity Awards at Fiscal Year End” table below. On December 31, 2020, we entered into an amendment to the employment agreement with Mr. Mayer. Pursuant to the amended employment agreement, in the fourth quarter of each year, the Compensation Committee and Mr. Mayer will negotiate in good faith to | | | Manning & Napier, Inc. | | 19 |
Executive Compensation determine Mr. Mayer’s target annual incentive amount for the following year. This process is in effect for target annual incentive amounts in 2021 and all later years. The Committee determined that Mr. Mayer’s target annual incentive would be $2.4 million for the year ending December 31, 2021, which within the context of expected performance, may be subject to an upward or downward adjustment of approximately 25% in the Committee’s discretion. In addition, the amended employment agreement provides for up to 40% of Mr. Mayer’s cash distributions (or allocations)incentive compensation to be deferred under our Deferred Incentive Compensation Program and paid in the form of profits onan award under our 2018 Plan. Pursuant to Mr. Mayer’s employment agreement, if his employment is terminated due to his death or her sharesdisability, and interestssubject to certain restrictions, his estate or he will be eligible to receive: (1) his base salary, reimbursement of expenses and other benefits to which he would be entitled through the opportunitytermination date; (2) immediate vesting of any unvested Sign-On RSUs; and (3) a pro rata portion of the target annual cash bonus in the year his employment is terminated. If Mr. Mayer is terminated without cause or resigns with good reason, he will be eligible to receive the compensation discussed above in addition to an aggregate of $5 million in severance payments paid over the two-year period following the termination or resignation, provided he executes and does not revoke a general release and waiver of all claims. If Mr. Mayer’s employment is terminated due to his disability, then for the period of time during which his disability continues, he may continue to participate in certain of the employee benefit fromplans in which he participated immediately prior to his removal. In addition, if Mr. Mayer is terminated without cause or resigns for good reason after January 1, 2020 and a change in control occurs within 12 months, the appreciationCompany will pay Mr. Mayer the cash equivalent of (or suffer the depreciation of)number of TSOs that would have vested had he remained employed through the date of the change in control multiplied by the excess of the value of those shares and interests from and after the datea share of grant. The amount of cash distribution received from these ownership interests are not includedour Class A common stock in the Summary Compensation Table below because they arise outchange in control transaction over the exercise price of such named executive officers’ ownership interestthe TSOs. If Mr. Mayer is terminated for cause or Mr. Mayer resigns without good reason, he will be eligible to receive his base salary, reimbursement of expenses and areother benefits to which he would be entitled through the termination date, and he will forfeit his unvested Sign-On RSUs, TSOs and PSOs and any unpaid annual cash bonuses. Pursuant to Mr. Mayer’s employment agreement, during and for a two-year period following termination of employment: (1) Mr. Mayer may not, considered compensatory distributions. Economic net income and economic net income per adjusted share are not financial measures prepared in accordance with generally accepted accounting principles (“GAAP”). Our management useswithout the non-GAAP financial measureswritten consent of economic net income and economic net income per adjusted share to evaluate the profitability and efficiency of our business. For further information regarding these non-GAAP measures, see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Supplemental Non-GAAP Financial Information” section of our Annual Report on Form 10-K for the year ended December 31, 2015. Our non-GAAP financial measures may differ from similar measures used by other companies, even if similar terms are used to identify such measures.
| • | | Retirement Benefits. We believe that providing a cost-effective retirement benefit for our employees, including our named executive officers, is an important recruitment and retention tool. Accordingly, we maintain a contributory defined contribution retirement plan for all employees, and match up to 50% of each employee’s contributions, not to exceed 2% of their total compensation (other than catch-up contributions by employees age 50 and older) up to an annual limitation as determined by the IRS. In addition, we may make an annual discretionary profit sharing contribution, subject to certain limitations. |
| • | | Other Benefits and Perquisites. Our named executive officers participate in the employee health and welfare benefit programs we maintain, including medical, group life and long-term disability insurance, and health-care flexible spending, and health club reimbursement, on the same basis as all employees, subject to satisfying any eligibility requirements and applicable law. Currently we do not have plans to change the levels of perquisites received, but continue to monitor them and may make adjustments in this form of compensation from time to time. Our named executive officers enjoy those benefits on the same terms as all of our employees. As part of our ongoing review of executive compensation, we intend to periodically review the perquisites and other personal benefits provided to our named executive officers and other key employees. The perquisites provided to our named executive officers for the periods presented are described below under “—Summary Compensation Table.” |
Equity Plan Clawback
Restricted Stock Award Agreements executed by employees who receive equity awards under our 2011 Equity Compensation Plan contain a clawback provision. Such provision states that if the Company’s Board of Directors or the Compensation Committee determines that the recipient engaged in fraud or misconduct, as a result of which the Company, restates its financial statements, the Compensation Committee may require: (i) immediate expirationdirectly or indirectly (a) persuade or encourage, or attempt to do so, any customer, client, or affiliate of the Restricted Stock Award (if granted withinCompany or an affiliate to cease doing business with the first twelve months after issuanceCompany or filingan affiliate or to compete with the Company or an affiliate, or (b) solely with respect to clients or customers for whom the Company or an affiliate is a provider of investment management services with respect to 50% or more of the client’s or customer’s assets under management, do business with such customer, client or affiliate; (2) Mr. Mayer may not compete with the Company in the territories served, or contemplated to be entered by, the Company or its affiliates; and (3) Mr. Mayer may not, without the written consent of the Company, directly or indirectly employ or contract any financial statement thatperson who then is being restated), and (ii) payment or transferhas been an employee of or consultant to the Company or its affiliates within one year prior to such date of termination and with whom Mr. Mayer has material contact. Mr. Mayer must also forever hold in a fiduciary capacity for our benefit all secret and confidential information obtained by him and may not, without the written consent of the gain fromCompany or as required by law, disclose such information to anyone other than the Restricted Stock Award.
Stock Ownership Guidelines
Our named executive officers are not subject to mandated equity ownership. However, it is our belief that the equity component of our executive compensation program ensures that our named executive officers are also ownersCompany and those components work to align the named executive officers’ goals with the best interests of our stockholders. We expect to continue to periodically review best practices and evaluate our position with respect to stock ownership guidelines.
Tax Considerations
Our Compensation Committee considers the anticipated tax and accounting treatment of various payments and benefits to us and, when relevant, to our executives, although these considerations are not dispositive. Section 162(m) of the Code generally disallows a tax deduction to a publicly-traded corporation that pays compensation in excess of $1 million to any of its named executive officers (other than the chief financial officer) in any taxable year, unless the compensation plan and awards meet certain requirements. To the extent Section 162(m) is applicable to us, we will endeavor to structure compensation to qualify as performance-based under Section 162(m) where it is reasonable to do so while meeting our compensation objectives. Notwithstanding the foregoing, we reserve the right to pay amounts that are not deductible under Section 162(m) during any period when Section 162(m) is applicable to us.
Risk Considerations in our Compensation Program
We have identified two primary risks relating to compensation: the risk that compensation will not be sufficient to retain talent, and the risk that compensation may provide unintended incentives. To combat the risk that our compensation might not be sufficient, we strive to use a compensation structure, and set compensation levels, for all employees in a way that we believe contributes to low rates of employee attrition. We also make equity awards subject to multi-year vesting schedules to provide a long-term component to our compensation program and impose on all our employees ongoing restrictions on the disposition of their holdings of our stock acquired through equity awards. We believe that both the structure and levels of compensation have aided us in retaining key personnel as evidenceddesignate by the long-term tenure of our management. To address the risk that our compensation programs might provide unintended incentives, we deliberately keep our compensation programs simpleCompany.
Messrs. Battaglia and we tie the long-term component of compensation to our firm-wide results. We have not seen any employee behaviors motivated by our compensation policies and practices that create increased risks for our stockholders or our clients. Our Compensation Committee, which is comprised entirely of independent directors, is responsible for reviewing our compensation plans and policies periodically to ensure proper alignment with overall company goals and objectives. Our Compensation Committee is also responsible for reviewing the risks arising from our compensation policies and practices and assesses whether any such risks are reasonably likely to have an adverse effect on us. Our Compensation Committee has concluded that our compensation programs do not encourage excessive or unnecessary risk taking. Based on the foregoing, we do not believe that our compensation policies and practices motivate imprudent risk taking. Consequently, we are satisfied that any potential risks arising from our employee compensation policies and practices are not reasonably likely to have an adverse effect on the company. Our Compensation Committee will continue to monitor the effects of its compensation decisions to determine whether risks are being appropriately managed.
Summary Compensation TableBusheri.
The following table shows the annual compensation of our principal executive officer, principal financial officer, and each of our other three most highly compensated executive officers serving with us at December 31, 2015. We refer to these individuals in this proxy statement as the “named executive officers.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary($) | | | Bonus
($) (1) | | | Stock
Awards($)
(2) | | | Option
Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | All Other
Compensation
($) (3) | | | Total($) | | | William Manning | | 2015 | | | 1,400,000 | | | | — | | | | — | | | | — | | | | — | | | | 50,026 | (4) | | | 1,450,026 | | Chairman and Directorof Investment Process | | 2014 | | | 1,400,000 | | | | — | | | | — | | | | — | | | | — | | | | 50,706 | (4) | | | 1,450,706 | | | | 2013 | | | 1,400,000 | | | | — | | | | 1,693,531 | | | | — | | | | — | | | | 48,264 | (4) | | | 3,141,795 | | | | | | | | | | | | Patrick Cunningham | | 2015 | | | 500,000 | | | | — | | | | 2,002,398 | (5) | | | — | | | | — | | | | 16,146 | (6) | | | 2,518,544 | | Chief Executive Officer | | 2014 | | | 500,000 | | | | 495,000 | | | | — | (5) | | | — | | | | — | | | | 17,456 | (6) | | | 1,012,456 | | | | 2013 | | | 500,000 | | | | 1,500,000 | | | | 4,019,198 | | | | — | | | | — | | | | 17,184 | (6) | | | 6,036,382 | | | | | | | | | | | | James Mikolaichik | | 2015 | | | 325,000 | | | | 438,509 | | | | 236,575 | (7) | | | — | | | | — | | | | 16,146 | (8) | | | 1,016,230 | | Chief Financial Officer | | 2014 | | | 300,000 | | | | 578,571 | | | | 483,420 | | | | — | | | | — | | | | 17,456 | (8) | | | 1,379,447 | | | | 2013 | | | 250,000 | | | | 500,000 | | | | 709,466 | | | | — | | | | — | | | | 17,184 | (8) | | | 1,476,650 | | | | | | | | | | | | Charles S. Stamey | | 2015 | | | 300,000 | | | | 338,806 | | | | — | | | | — | | | | — | | | | 16,146 | (10) | | | 654,952 | | Managing Director of Sales and Distribution and Executive Vice President | | 2014 | | | — | (9) | | | 1,747,733 | | | | — | | | | — | | | | — | | | | 17,456 | (10) | | | 1,765,189 | | | | 2013 | | | — | (9) | | | 1,672,613 | | | | 3,727,144 | | | | — | | | | — | | | | 18,034 | (10) | | | 5,417,791 | | | | | | | | | | | | Ebrahim Busheri | | 2015 | | | 300,000 | | | | 2,093,880 | (11) | | | 424,179 | (11) | | | — | | | | — | | | | 14,846 | (12) | | | 2,832,905 | | Director of Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Represents discretionary cash bonus compensation amounts based upon established performance criteria tailored to each named executive officer’s respective area of responsibility. |
(2) | See “—2015 Grants of Plan-Based Awards Table.” |
(3) | Represents the aggregate dollar amount of all miscellaneous compensation received by the named executive officers. Under SEC rules, we are required to identify by type all perquisites and other personal benefits for a named executive officer if the total value is $10,000 or more. |
Certain of our named executive officers beneficially own shares or other interests in MNA Advisors, Inc. and other of the Manning & Napier Companies, and receive pro rata cash distributions derived in part from the income of those companies in respect of their shares or other interests at the same time cash distributions are made on all shares or other interests in those companies. These distributions are not included in the compensation totals above.
(4) | Amounts shown reflect employer contributions to Mr. Manning’s 401(k) profit sharing and matching contributions of $13,546, $14,856 and $14,584 for 2015, 2014 and 2013, respectively, and payment for tax compliance services of $33,880, $33,250 and $31,080 for 2015, 2014 and 2013, respectively. Amounts also include employer contributions to a Health Savings Account (“HSA”) of $2,600 for 2015, 2014 and 2013. |
(5) | Mr. Cunningham did not receive an equity grant during the 2014 fiscal year. The equity grants he received in fiscal 2015 were based on the long-term incentive performance metrics for both fiscal 2013 and 2014. These awards are included in fiscal 2015 compensation within the table above, and were forfeited upon Mr. Cunningham’s retirement in April 2016. |
(6) | Amounts shown reflect employer contributions to Mr. Cunningham’s 401(k) profit sharing and matching contributions of $13,546, $14,856 and $14,584 for 2015, 2014 and 2013, respectively, and $2,600 for employer contributions to a Health Savings Account for each of 2015, 2014 and 2013, respectively. |
(7) | The equity grant Mr. Mikolaichik received in fiscal 2015 was based on the long-term incentive performance metrics for fiscal 2014. This award is included in the compensation table above. |
(8) | Amounts shown represents employer contributions to Mr. Mikolaichik’s 401(k) profit sharing and matching contributions of $13,546, $14,856 and $14,584 for 2015, 2014 and 2013, respectively. Amounts also include employer contributions to a Health Savings Account of $2,600 for 2015, 2014 and 2013, respectively. |
(9) | Mr. Stamey did not receive a base salary in fiscal 2014 or 2013 as his compensation was based solely on a bonus structure. See “Compensation Discussion and Analysis-Principal Components of Compensation-Base Salary” and “Compensation Discussion and Analysis-Principal Components of Compensation-Annual Bonus.” |
(10) | Amounts shown reflect employer contributions to Mr. Stamey’s 401(k) profit sharing and matching contributions of $13,546, $14,856 and $14,584 for 2015, 2014 and 2013, respectively. Amounts also include $2,600 for employer contributions to a Health Savings Account for 2015, 2014 and 2013, and $850 for a milestone anniversary gift for 2013. |
(11) | Mr. Busheri earned a one-time discretionary cash bonus of $750,000 and an equity grant upon his appointment as Director of Investments in 2015. |
(12) | Amount shown reflect employer contributions to Mr. Busheri’s 401(k) profit sharing and matching contributions of $13,546 and employer contributions to a Health Savings Account of $1,300 in 2015. |
The following charts show the annual compensation of our named executive officers (“NEO Group”) in comparison to firm-wide compensation.
Employment Agreements
During 2021, Manning & Napier Advisors LLC (“MNA”) is currentlywas party to employment agreements with each of Messrs. Cunningham, Stamey,Battaglia and Busheri, and Mikolaichik, which provide for at-will employment for each of them. While these agreements do not provide compensation terms or duration of employment, such agreements include restrictive covenants concerning competition with us and solicitation of our employees and clients. Pursuant to such agreements, for a two-year period following termination of employment, (i) the former employee may not, without the written consent of MNA, do business with a person or entity known to such employee to be, or known to have been, a client of MNA at the time of such employee’s employment, (ii) the former employee may not compete with MNA in the territories covered by such person and (iii) with respect to Messrs. Cunningham and Stamey, the former employee shall notify MNA of all business activities to enable MNA to evaluate compliance with (i) and (ii). In addition, for a five-yearan eighteen-month period following termination of employment, the former employee may not solicit, persuade or encourage any of our customers, partners, affiliates, suppliers or vendors to cease doing business with us or our affiliates, to compete with us or our affiliates, or to do business with any competitor of us or our affiliates. The former employee may not, for an eighteen-month period following termination of employment and without the written consent of MNA, employManning & Napier Advisors, solicit, recruit, hire or contractengage any person who then is or has been an employee of Manning & Napier Advisors or consultantits affiliates with whom the former employee had material conduct during the former employee’s employment with Manning & Napier Advisors. Pursuant to MNA within two years priorhis employment terms, Mr. Battaglia is entitled to such dateseverance payments of termination. In additionup to these employment agreements, eachone year’s base salary plus 50% of Messrs. Cunninghamhis annual target bonus, as well as continuation of medical benefits for up to one year. Determination of Compensation and Stamey are subject to similar non-competeRole of Directors and non-solicitation covenants as partExecutive Officers in Compensation Decisions Our Compensation Committee assists our Board of Directors in the shareholder agreements with the Manning and Napier Companies. 2015 Grantsdischarge of Plan-Based Awards Table
The following table sets forth information with respectits responsibilities relating to the grantscompensation of plan-based awards to our named executive officers. For a discussion of the Compensation Committee’s role and responsibility, see “Corporate Governance-Board Committees-Compensation Committee” included earlier in this Proxy Statement. Our Chief Executive Officer and Chairman also works with the Compensation Committee and the Board of Directors to set the compensation of the named executive officers during 2015:other than themselves. Our Compensation Committee, with the oversight of the Board of Directors, has been delegated the authority for:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Grant
Date | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | All Other
Stock Awards:
Number of
Shares of Stock
or Units (#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) | | | Exercise
or Base
Price of
Option
Awards
($/sh) | | | Grant Date
Fair Value of
Stock and
Option
Awards
($) (1) | | William Manning | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Patrick Cunningham | | 4/16/2015 | | | — | | | | — | | | | — | | | | 189,741 | (2) | | | — | | | | — | | | | 2,002,398 | | James Mikolaichik | | 4/16/2015 | | | — | | | | — | | | | — | | | | 23,493 | (3) | | | — | | | | — | | | | 236,575 | | Charles H. Stamey | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Ebrahim Busheri | | 4/16/2015 | | | — | | | | — | | | | — | | | | 42,123 | (4) | | | — | | | | — | | | | 424,179 | |
(1) | Represents the grant date fair value computed in accordance with the requirements of accounting for stock-based compensation. For a discussion of assumptions used in the 2015 valuations, see Note 13 to the consolidated financial statements included in our Annual Report. | | | 20 | | 2022 Proxy Statement |
(2) | Reflects an award of 131,009 unvested shares of restricted stock units that were scheduled to vest on June 24, 2017 and 58,732 unvested shares of restricted stock units that were scheduled to vest on April 16, 2018 issued under our Equity Plan provided Mr. Cunningham was an employee of the Company as of such dates (service-based vesting). These awards were forfeited upon Mr. Cunningham’s retirement in April 2016. |
(3) | Reflects an award of 23,493 unvested shares of restricted stock units that will vest on April 16, 2018 issued under our Equity Plan provided Mr. Mikolaichik is an employee of the Company as of such date (service-based vesting). |
(4) | Reflects an award of 42,123 unvested shares of restricted stock units that will vest on April 16, 2018 issued under our Equity Plan provided Mr. Busheri is an employee of the Company as of such date (service-based vesting). |
Executive Compensation (1) overseeing our compensation policies and programs and setting the compensation of our Chief Executive Officer and Chairman; (2) reviewing our achievements as a company and the achievements of our named executive officers; and (3) providing input and guidance to our Chief Executive Officer and Chairman in the determination of the specific type and level of compensation of our other named executive officers and the rest of the senior management team. Role of Independent Compensation Consultant Our Compensation Committee is responsible for determining the compensation of our named executive officers. During 2021, Aon/McLagan provided the Compensation Committee with information about the competitive market for senior management in the investment management and financial services industries and compensation trends in those industries generally. Aon/McLagan provides guidance and assistance to the Compensation Committee as it makes its compensation decisions, either directly to the full Compensation Committee or through conversations with the Committee’s chairman. Aon/McLagan has not provided any services to the Company other than those it provided to the Compensation Committee in its role as independent consultant. We, from time to time, will review our relationship with Aon/McLagan and reaffirm its appointment as our independent consultant. Outstanding Equity Awards at Fiscal Year End The following table sets forth information with respect to the outstanding equity awards at 2015 fiscal year-endas of December 31, 2021 for our named executive officers: | | | | | | | | | | | | | | | | | | | | Number of
Shares or
Units of Stock
That Have Not
Vested (#) (1) | | | Market Value of
Shares or Units of
Stock That Have
Not Vested ($) (1) | | | Equity Incentive Plan
Awards: Number of
Unearned Shares, Units or
Other Rights That Have
Not Vested (#) | | | Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($) (1) | | William Manning | | | — | | | | — | | | | — | | | | — | | Patrick Cunningham | | | 228,080 | (2) | | | 1,936,399 | | | | — | | | | — | | James Mikolaichik | | | 88,194 | (3) | | | 748,767 | | | | — | | | | — | | Charles H. Stamey | | | 12,780 | (4) | | | 108,502 | | | | — | | | | — | | Ebrahim Busheri | | | 42,123 | (5) | | | 357,624 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | Name | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | | Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | | | Option
Exercise
Price ($) | | | Option
Expiration
Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | | | | | | | | | | Marc O. Mayer | | | — | | | | 166,666 | | | | — | | | $ | 2.01 | | | | 1/1/2026 | (2) | | | — | | | $ | — | | | | | 45,334 | | | | — | | | | — | | | $ | 2.01 | | | | 3/9/2025 | (3) | | | — | | | $ | — | | | | | 288,000 | | | | — | | | | — | | | $ | 2.01 | | | | 6/3/2025 | (4) | | | — | | | $ | — | | | | | | — | | | | — | | | | — | | | | N/A | | | | N/A | | | | 163,399 | (5) | | $ | 1,357,846 | | | | | | | | | | Ebrahim Busheri | | | — | | | | — | | | | — | | | | N/A | | | | N/A | | | | 100,407 | (6) | | $ | 834,382 | | | | | | | | | | Paul Battaglia | | | — | | | | — | | | | — | | | | N/A | | | | N/A | | | | 137,943 | (7) | | $ | 1,146,306 | |
| (1) | Amount shown is determined by multiplying the closing sales price of our Class A common stock as of December 31, 2015,2021, which was $8.49$8.31 per share as reported on the New York Stock Exchange, by the number of stockshares or units subject to stock unit awards.that have not vested. |
| (2) | Reflects an award of 38,339, 131,009 and 58,732 unvested shares of restricted stock units issued under our Equity Plan that were scheduled to vestThese options vested on April 30, 2016, June 24, 2017 and April 16, 2018, respectively, provided Mr. Cunningham was an employee of the Company as of such dates (service-based vesting). The 38,339 unvested shares of restricted stock that were schedule to vest on April 30, 2016 were immediately vested upon Mr. Cunningham’s retirement in April 2016. The 131,009 and 58,732 unvested shares of restricted stock were forfeited upon Mr. Cunningham’s retirement in April 2016.January 1, 2022. |
| (3) | Reflects an award of 31,949, 32,752 and 23,493 unvested shares of restricted stock units that will vestThese options became exercisable on April 30, 2016, June 24, 2017 and April 16, 2018, respectively, provided Mr. Mikolaichik is an employee of the Company as of such dates (service-based vesting).March 9, 2021. |
| (4) | The amount reflects an award of 12,780 unvested shares of restricted stock units issued under our Equity Plan that will vestThese options became exercisable on April 30, 2016, provided Mr. Stamey is an employee of the Company as of such date (service-based vesting).June 3, 2021. |
| (5) | The amount reflects an awardRSUs are subject to time vesting with one-fourth vesting on each of 42,123 unvested shares of restricted stock units issued under our Equity Plan that will vest on April 16, 2018, provided Mr. Busheri is an employee of the Company asFebruary 1, 2023, February 1, 2024, February 1, 2025 and February 1, 2026. |
| (6) | The RSUs are subject to time vesting, with 75,707 of such date (service-based vesting).RSUs vesting on December 31, 2022 and 24,700 RSUs vesting on December 31, 2023. |
Option Exercises and Stock Vested Table
The following table sets forth information concerning shares and other equity interests acquired upon the vesting of such shares or equity interests by the named executive officers in 2015:
| (7) | The RSUs are subject to time vesting, with 8,170 of such RSUs vesting on each of February 1, 2023, February 1, 2024, February 1, 2025 and February 1, 2026; 26,316 of such RSUs vesting on each of February 3, 2022, February 3, 2023 and February 3, 2024; and 26,315 of such RSUs vesting on February 3, 2025. |
| | | | | | | | | | | Stock Awards | | | Number of Shares
Acquired on
Vesting (#) | | | Value Realized on
Vesting ($) | | William Manning & Napier, Inc.
| | | — | | | | — | | Patrick Cunningham
| | | — | | | | — | | James Mikolaichik
| | | — | | | | — | | Charles H. Stamey
| | | — | | | | — | | Ebrahim Busheri
| | | — | | | | — | 21 |
Potential Payments Upon Termination or Change in ControlExecutive Compensation
Equity granted under our Equity Plan is not expected to be subject to accelerated vesting upon termination of employment, but may be subject to accelerated vesting upon a change in control, as defined in the Equity Plan. See “—2011 Equity Compensation Plan.”
Director Compensation Messrs. Manning and Cunningham, our directors who are also employees of the Company did not receive any compensation for their service as directors during the year ended December 31, 2015. In fiscal year 2015,2021, compensation for our non-employee directors included an annual cash retainer of $95,000 (prorated for the time period subsequent to Mr. Barrington’s appointmentserved as director)directors in 2021 by Messrs. Holder and Kopech), an annual cash retainer of $15,000 for the chairs of theour Audit Committee, and Compensation Committee and $5,000 for the chair of the Nominating & Governance Committee and Compensation Committee (prorated for the time period served as chair by Messrs. Holder and Kopech), an annual cash retainer of $50,000 for the Lead Independent Director, and a $95,000 equity grant of vested unrestricted stock in 2021 to reflect theirthe non-employee directors’ service for fiscal 2014.year 2020. The value of the equity grant included in the table below may differ as it represents the grant date fair value computed in accordance with the requirements of accounting for stock-based compensation. In addition, all directors are reimbursed for reasonable out-of-pocket expenses incurred by them in connection with attending Board of Directors, committee and stockholder meetings, or other Company related business, including thosereasonable out-of-pocket expenses for travel, meals and lodging. We reserve the right to change the manner and amount of compensation to our non-employee directors at any time.
Mr. Kopech did not stand for reelection to the Board at the 2021 annual meeting of stockholders. Mr. Goldberg received quarterly compensation of $12,500 per quarter in his role as a consultant to the Company for January 1, 2021 through December 31, 2021. In his capacity as both a director and an employee of the Company, Mr. Mayer did not receive any compensation for his service as director while employed by the Company during the year ended December 31, 2021. The following table sets forth information concerning non-employee director compensation forduring the year ended December 31, 2015.2021. Refer to the “Summary Compensation Table” above for compensation earned by Mr. Mayer in 2021. | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or
Paid
in Cash ($) | | Stock
Awards ($) | | | Option
Awards ($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($) | | | All Other
Compensation
($) | | | Total ($) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) (1) | | | All other
compensation | | | Total ($) | | Richard Barrington | | | 11,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,500 | | | | Lofton Holder | | | | 58,150 | | | | — | | | | — | | | | 58,150 | | | Richard Goldberg | | | 245,000 | (1) | | 77,080 | | | | — | | | | — | | | | — | | | | — | | | | 322,080 | | | | 95,000 | | | | — | | | | 50,000 | (2) | | | 145,000 | | | Barbara Goodstein | | | 95,000 | | | 77,080 | | | | — | | | | — | | | | — | | | | — | | | | 172,080 | | | | 110,000 | | | | 104,943 | | | | — | | | | 214,943 | | Richard M. Hurwitz | | | 110,000 | | | 77,080 | | | | — | | | | — | | | | — | | | | — | | | | 187,080 | | | | Robert Kopech | | | | 50,500 | | | | 104,943 | | | | — | | | | 155,443 | | | Kenneth A. Marvald | | | | 95,000 | | | | 104,943 | | | | — | | | | 199,943 | | | Edward J. Pettinella | | | 110,000 | | | 77,080 | | | | — | | | | — | | | | — | | | | — | | | | 187,080 | | | | 160,000 | | | | 104,943 | | | | — | | | | 264,943 | | Robert M. Zak | | | 100,000 | | | 77,080 | | | | — | | | | — | | | | — | | | | — | | | | 177,080 | | |
| (1) | Included withinRepresents the grant date fair value computed in accordance with the requirements of accounting for stock-based compensation. The amounts reported in this amount iscolumn have been computed in accordance with FASB ASC Topic 718. For a one-time cashdiscussion of assumptions used in the 2021 valuations, see Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. |
| (2) | Mr. Goldberg serves as a consultant to the Company. In 2021, the Company paid Mr. Goldberg an annual consulting payment of $150,000 related to additional director services performed in 2015.$50,000. |
2011 Equity Compensation Plan
In 2011, our Board of Directors adopted, and our stockholders approved, the Manning & Napier, Inc. 2011 Equity Compensation Plan. Information
The purposes of the Equity Plan are to align the long-term financial interests of employees, directors, consultants and advisors of the company with those of our stockholders, to attract and retain those individuals by providing compensation opportunities that are consistent with our compensation philosophy, and to provide incentives to those individuals who contribute significantly to our long-term performance and growth. To accomplish these purposes, the Equity Plan provides for the grant of units of Manning & Napier Group. The Equity Plan also provides for the grant of stock options (both stock options intended to be incentive stock options under Section 422 of the Code and non-qualified stock options), stock appreciation rights (“SARs”), restricted stock awards, restricted stock units, performance-based stock awards and other stock-based awards (collectively, “stock awards”) based on our Class A common stock. Incentive stock options may be granted only to employees; all other awards may be granted to employees, including officers, members, limited partners or partners who are engaged in the business of one or more of our subsidiaries, non-employee directors and consultants. Awards under the Equity Plan granted to our employees will generally be in the form of participation units or restricted stock that will not vest until a specified period of time has elapsed, or other vesting conditions have been satisfiedfollowing table shows information as determined by the Compensation Committee, and which may be forfeited if the vesting conditions are not met. During the period that any vesting restrictions apply, unless otherwise provided by the Compensation Committee, the recipient of the award will not be eligible to participate in distributions of income or dividends from Manning & Napier Group. In addition, before the vesting conditions have been satisfied, the transferability of such units is generally prohibited and such units will not be eligible to be exchanged for cash or shares of our Class A common stock pursuant to the exchange agreement.
Awards under the Equity Plan will be structured to comply with Section 409A of the Code.
Shares Subject to the Equity Plan
A total of 13,142,813 equity interests were originally available for issuance when the Company established the Equity Plan. As of December 31, 2015, a total of 10,945,295 equity interests remain available for issuance under the Equity Plan. The equity interests may be issued in the form of our Class A common stock, units of Manning & Napier Group or long term incentive participation (“LTIP”) units.
If an equity award granted under the Equity Plan expires or otherwise terminates without being exercised in full, or is settled in cash, the equity interests not acquired pursuant to the award will become available for subsequent issuance under the Equity Plan. In addition, equity that is forfeited, canceled, exchanged or surrendered prior to becoming fully vested, may become available for the grant of new equity awards under the Equity Plan.
The aggregate number of equity interests that may be granted to an individual during a calendar year in the form of options, SARs, restricted stock, restricted stock units, performance-based stock awards and/or other stock-based awards may not exceed 2,628,563 equity interests, or 20% of the total equity interests subject to the Equity Plan.
Administration of the Equity Plan
The Equity Plan is administered by our Compensation Committee. Subject to the terms of the Equity Plan, the Compensation Committee determines which employees, directors, consultants and advisors will receive grants under the Equity Plan, the dates of grant, the numbers and types of stock awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the stock awards, including the period of their exercisability and vesting and, in certain instances, the fair market value applicable to a stock award. In addition, the Compensation Committee interprets the Equity Plan and may adopt any administrative rules, regulations, procedures and guidelines governing the Equity Plan or any awards granted under the Equity Plan as it deems to be appropriate.
The Compensation Committee may cancel, with the consent of the affected participants, any or all of the outstanding stock options or SARs in exchange for (i) new stock options or SARs covering the same or a different number of2021 about shares of our Class A common stock, but with an exercise price or base amount per share not less than the fair market value per share of our Class A common stock on the new grant date; or (ii) cash or shares of our Class A common stock, whether vested or unvested, equal in value to the value of the cancelled stock options or SARs.
Types of Equity-Based Awards
The types of awards that may be made under the Equity Plan are described below. These awards may be made singly or in combination, as part of compensation awards or ownership awards, or both. All of the awards described below are subject to the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the Compensation Committee, in its sole discretion subject to certain limitations provided in the Equity Plan. Awards under the Equity Plan may be granted without any vesting or forfeiture conditions, as determined by the Compensation Committee. Each award granted under the Equity Plan will be evidenced by an award agreement, which will govern that award’s terms and conditions.
Non-qualified Stock Options. A non-qualified stock option is an option that does not meet the qualifications of an incentive stock option as described below. An award of a non-qualified stock option grants a participant the right to purchase a certain number of shares of our Class A common stock during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the fair market value of our Class A common stock on the grant date. The term of a non-qualified stock option may not exceed ten years from the date of grant. Except as provided in the award agreement or as otherwise determined by the Compensation Committee, an option may only be exercised while the participant is employed by, or providing services to, us or our subsidiaries, or during an applicable period after termination of employment or service.
Incentive Stock Options. An incentive stock option is a stock option that meets the requirements of Section 422 of the Code. Incentive stock options may be granted only to our employees and must have an exercise price of no less than 100% of fair market value on the grant date, a term of no more than ten years, and be granted from a plan that has been approved by our stockholders. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates, or more than 10% of the value of all classes of our stock, unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the term of the incentive stock option does not exceed five years from the date of grant.
Stock Appreciation Rights. A SAR entitles the participant to receive an amount equal to the difference between the fair market value of our Class A common stock on the exercise date and the exercise price of the SAR (which may not be less than
100% of the fair market value of a share of our Class A common stock on the grant date), multiplied by the number of shares subject to the SAR. The term of a SAR may not exceed ten years from the date of grant. Payment to a participant upon the exercise of a SAR may be either in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock as determined by the Compensation Committee. Except as provided in the award agreement or as otherwise determined by the Compensation Committee, a SAR may only be exercised while the participant is employed by, or providing services to, us or our subsidiaries or during an applicable period after termination of employment or service.
Restricted Stock. A restricted stock award is an award of outstanding shares of our Class A common stock that does not vest until a specified period of time has elapsed, or other vesting conditions have been satisfied as determined by the Compensation Committee, and which may be forfeited if the conditions to vesting are not met. During the period that any restrictions apply, the transferability of stock awards is generally prohibited. Participants generally have all of the rights of a stockholder as to those shares, including the right to receive dividend payments on the shares subject to their award during the vesting period (unless the awards are subject to performance-vesting criteria) and the right to vote those shares. Dividends are subject to the same restrictions as the underlying restricted stock unless otherwise provided by the Compensation Committee. All unvested restricted stock awards are forfeited if the participant’s employment or service is terminated for any reason, unless the compensation committee determines otherwise.
Restricted Stock Units. A restricted stock unit is a phantom unit that represents shares of our Class A common stock. Restricted stock units become payable on terms and conditions determined by the Compensation Committee and will be settled either in cash, shares of our Class A common stock, units of Manning & Napier Group or a combination of cash and units of Manning & Napier Group as determined by the Compensation Committee. All unvested restricted stock units are forfeited if the participant’s employment or service is terminated for any reason, unless the Compensation Committee determines otherwise.
Performance Awards. The Equity Plan permits the grant of performance-based stock that may qualify as performance-based compensation that is not subject to the $1 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code to the extent Section 162(m) is applicable to us. To assure that the compensation attributable to performance-based stock will so qualify, our Compensation Committee can (but will not be required to) structure these awards so that stock will be issued or paid pursuant to the award only upon the achievement of certain pre-established performance goals during a designated performance period.
The performance goals, to the extent designed to meet the requirements of Section 162(m) of the Code, will be based on one or more of the following criteria: (i) earnings including operating income, economic income, economic net income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix) any combination of any of the foregoing.
Units of Manning & Napier Group. Under the Equity Plan, the Compensation Committee may also grant equity-based incentives related to units of Manning & Napier Group to encourage ownership in our operating partnership. The Compensation Committee may grant the same types of awards available under the Equity Plan related to our Class A common stock as awards related to the units of Manning & Napier Group, including options to purchase units. Any award granted covering units will reduce the overall limit with respect to the number of shares of Class A common stock that may be granted under the Equity Plan on a one-for-one basis.
LTIP Awards. The Equity Plan allows for the grant of LTIP units that may, upon the occurrence of certain events or the participant’s achievement of certain performance goals, convert into units of Manning & Napier Group. To the extent provided in an award agreement, LTIP units, whether or not vested, would entitle the participant to receive, currently or on a deferred or
contingent basis, distributions or distribution equivalent payments with respect to the number of units of Manning & Napier Group corresponding to the LTIP units. The compensation committee may award LTIP units as free-standing awards or in tandem with other awards under the Equity Plan. Any award granted covering LTIP units will reduce the overall limit with respect to the number of equity interests that may be granted under the Equity Plan on a one-for-one basis.
Other Equity-Based Awards. Under the Equity Plan, the Compensation Committee may grant other types of awards that are based on, or measured by reference to, shares of our Class A common stock or units of Manning & Napier Group. The Compensation Committee will determine the terms and conditions of such awards. Other stock-based awards may be settled in either cash or equity, as determined by the Compensation Committee.
Adjustments
In connection with stock splits, stock dividends, recapitalizations and certain other events affecting our Class A common stock, the Compensation Committee will make adjustments as it deems appropriate in (i) the number and kind of shares covered by outstanding grants and (ii) the exercise price of all outstanding stock awards, if applicable.
Change of Control
If we experience a change of control, unless otherwise determined by our Compensation Committee or evidenced in the applicable award or other agreement, our Compensation Committee will have discretion to provide, among other things, for the continuation of outstanding awards after the change in control without change; the cash-out of outstanding options as of the time of the change in control transaction as part of the transaction; a requirement that the buyer assume or substitute outstanding awards; and the acceleration of outstanding options and awards. In the event of a change in control in which the consideration paid to the holders of shares of Class A common stock and units of Manning & Napier Group is solely cash, our Compensation Committee may, in its discretion, provide that each award shall, upon the occurrence of a change in control, be canceled in exchange for a payment, in cash or Class A common stock, in an amount equal to (i) the excess of the consideration paid per share of Class A common stock and unit of Manning & Napier Group in the change in control over the exercise or purchase price (if any) per share of Class A common stock or unit of Manning & Napier Group subject to the award multiplied by (ii) the number of shares of Class A common stock or units of Manning & Napier Group granted under the Award.
In general terms, a change of control under the Equity Plan occurs:
if a person, entity or affiliated group (with certain exceptions) acquires more than 50% of our then outstanding voting securities;
if we merge into another entity, unless the holders of our voting shares immediately prior to the merger have at least 50% of the combined voting power of the securities in the merged entity or its parent;
if we sell or dispose of all or substantially all of our assets;
if we are liquidated or dissolved;
if a majority of the members of our Board of Directors is replaced during any 12-month or shorter period by directors whose appointment or election is not endorsed by a majority of the incumbent directors; or
the Company ceases to be the managing member of Manning & Napier Group.
Section 162(m) Stockholder Approval Requirements
In compliance with the transition rules under Section 162(m) of the Code, and to the extent Section 162(m) is applicable to us, our stockholders will approve the Equity Plan no later than the first occurrence of: (i) the expiration of the Equity Plan; (ii) a material modification of the Equity Plan (in accordance with Section 162(m) of the Code); (iii) the issuance of all of our Class A common stock authorized for issuance under the Equity Plan; or (iv) our first stockholders’ meeting (during which our directors are elected) that occurs after the end of the third calendar year following the year2011 Plan. The 2011 Plan expired in which our IPO occurred.
Amendment; Termination
Our Board of Directors or our Compensation Committee may amend or terminate the Equity PlanNovember 2021. As such, at any time. Our stockholders must approve any amendment if their approval is required in order to comply with the Code, applicable laws, or applicable stock exchange requirements. Unless terminated sooner by our Board of Directors or extended with stockholder approval, the Equity Plan will terminate on the day immediately preceding the tenth anniversary of the date on which the Board of Directors approved the Equity Plan, but any outstanding award will remain in effect until the underlying shares are delivered or the award lapses.
Equity Compensation Plan Information
The following table shows information as of December 31, 2015 about shares of our common stock authorized2021, there were no awards available for future issuance underpursuant to the Equity2011 Plan.
| | | | | | | | | | | Plan Category | | Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (#) | | Weighted-
average exercise price of
outstanding
options, warrants and
rights ($) | | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))(#) | | | Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (#) | | | Weighted-
average exercise
price of
outstanding
options, warrants
and rights ($) | | | Number of securities
remaining available for
future issuance under
equity compensation
plans (#) | | | | | (a) | | (b) | | (c) | | | Equity compensation plans approved by security holders | | | 1,021,629 | (1) | | $ | — | (2) | | | 10,945,295 | (3) | | | 3,921,611 | (1) | | $ | 2.01 | (2) | | | — | (3) | | Equity compensation plans not approved by security holders | | | 67,896,484 | (4) | | $ | — | (5) | | | — | | | | 428,812 | (4) | | $ | — | (5) | | | — | | | | | | | | | | | | | Total | | 68,918,113 | | | $ | — | | | 10,945,295 | | | | 4,350,423 | | | $ | — | | | | — | | | | | | | | | | | | |
(1) | | | | 22 | | 2022 Proxy Statement |
Executive Compensation | (1) | Represents shares of our Class A common stock issuable upon the vesting of restrictedRSUs and the vesting and exercise of stock unitsoptions granted under the 2011 Equity Compensation PlanPlan. As of December 31, 2021, the Company had 3,421,611 outstanding RSUs, 333,332 outstanding unexercised vested options to purchase shares of Class A common stock and 166,668 outstanding unvested options to purchase shares of Class A common stock. |
| (2) | Represents weighted-average exercise price of outstanding stock options as of December 31, 2015. |
(2) | No2021. There is no exercise price is associated with the restricted stock unitsRSUs outstanding at December 31, 2015.2021. |
| (3) | Represents equity interestsThe 2011 Plan expired in November 2021. As such, at December 31, 2021, there were no awards available for future issuance underpursuant to the 2011 Equity Compensation Plan as of December 31, 2015.Plan. |
| (4) | Represents units of Manning & Napier Group which may be exchangeable for shares of our Class A common stock. For a description of material terms, see “Certain Relationships and Related Party Transactions—Related Party Transactions—Exchange Agreement” below. |
| (5) | No additional consideration is payable in connection with the exchange of units of Manning & Napier Group for shares of our Class A common stock. |
| | | Manning & Napier, Inc. | | 23 |
PRINCIPAL AND MANAGEMENT STOCKHOLDERSPrincipal and Management Stockholders
The following table sets forth information regarding the beneficial ownership of our capital stock as of April 20, 201625, 2022 with respect to: each person known to us to own beneficially more than 5% of any class of our outstanding shares; each of our named executive officers; each of our current directorsdirectors; and director nominees; and all of our directors and executive officers as a group. The following table does not include any shares of Class A common stock that may be outstanding within 60 days after April 25, 2022 pursuant to the right of holders of Class A units of Manning & Napier Group, pursuant to the terms of the exchange agreement with M&N Group Holdings to exchange those units for shares of Class A common stock because no final binding elections to tender units for exchange have been received by the Company as of April 25, 2022. The information as to the number of shares beneficially owned by the individuals and entities listed below is derived from reports filed with the SEC by such persons and Company records. In accordance with the rules and regulations of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable within 60 days of the record date of the Annual Meeting.April 25, 2022. Shares issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options but are not outstanding for computing the percentage of any other person. The following table does not include shares of Class A common stock that may be issued to M&N Group Holdings and MNCC on behalf of Messrs. Manning, Cunningham and Stamey, as indirect beneficial owners of M&N Group Holdings and direct beneficial owners of MNCC, respectively, pursuant to the terms of the exchange agreement with M&N Group Holdings, MNCC, the other direct holders of units of Manning & Napier Group. Pursuant to the terms of the exchange agreement, no such election may be made within 60 days of the record date of the Annual Meeting. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Class A common stock and Class B common stock. For more information regarding our principal stockholders and the relationship they have with us, see “Certain Relationships and Related Party Transactions.” Unless otherwise indicated, the address for each stockholder listed below is c/o Manning & Napier, Inc., 290 Woodcliff Drive, Fairport, New York 14450. | | | | | | | | | | | | | | | | | | | | Class A common stock (1) | | | Class B common stock (1) | | | Beneficial Owner | | Number of
Shares
Beneficially
Owned (#) (2) | | | Percent of
Shares
Beneficially
Owned (2) (%) | | | Number of
Shares
Beneficially
Owned (#) | | | Percent of
Shares
Beneficially
Owned (3) (%) | | Executive Officers and Directors | | | | | | | | | | | | | | | | | William Manning | | | — | | | | — | | | | 1,000 | | | | 100 | % | Patrick Cunningham (4) | | | 65,006 | | | | * | | | | — | | | | — | | James Mikolaichik (4) | | | 78,984 | | | | * | | | | — | | | | — | | Ebrahim Busheri | | | — | | | | — | | | | — | | | | — | | Charles H. Stamey (4) | | | 12,780 | | | | * | | | | — | | | | — | | Richard Barrington | | | 200 | | | | * | | | | — | | | | — | | Richard Goldberg | | | 76,800 | | | | * | | | | — | | | | — | | Barbara Goodstein | | | 24,172 | | | | * | | | | — | | | | — | | Michael E. Jones | | | — | | | | — | | | | — | | | | — | | Edward J. Pettinella | | | 51,568 | | | | * | | | | — | | | | — | | Geoffrey Rosenberger | | | — | | | | — | | | | — | | | | — | | Robert M. Zak | | | 29,172 | | | | * | | | | — | | | | — | | All executive officers and directors as a group (14 persons) (4) | | | 376,631 | | | | 2.5 | % | | | 1,000 | | | | 100 | % | 5% Stockholders | | | | | | | | | | | | | | | | | Ariel Investments, LLC (5) | | | 1,616,120 | | | | 10.9 | % | | | — | | | | — | | Bernzott Capital Advisors (6) | | | 1,228,175 | | | | 8.3 | % | | | — | | | | — | | Renaissance Technologies LLC (7) | | | 839,900 | | | | 5.7 | % | | | — | | | | — | |
| | | | | | | | | | | | | | Class A common stock (1) | | | | | Beneficial Owner | | Number of Shares Beneficially Owned (#) (2) | | | Percent of Shares Beneficially Owned (%) (2) | | | | | Executive Officers and Directors | | | | | | | | | | | | Marc Mayer (3) | | | 1,789,755 | | | | 9.1 | % | | | | Ebrahim Busheri | | | 360,114 | | | | 1.9 | % | | | | Paul Battaglia | | | 31,779 | | | | * | | | | | Barbara Goodstein | | | 177,848 | | | | * | | | | | Richard S. Goldberg | | | 145,137 | | | | * | | | | | Lofton Holder | | | — | | | | — | % | | | | Kenneth A. Marvald | | | 130,966 | | | | * | | | | | Edward J. Pettinella | | | 539,318 | | | | 2.8 | % | | | | All executive officers and directors as a group (14 persons) | | | 3,389,436 | | | | 17.3 | % | | | | 5% Stockholders | | | | | | | | | | | | QCI Asset Management Inc. (4) | | | 2,589,969 | | | | 13.5 | % | | | | Renaissance Technologies LLC (5) | | | 1,040,968 | | | | 5.4 | % |
| (1) | Each share of our Class A common stock is entitled to one vote per share. The holder of our Class B common stock will control a majority of the vote on all matters submitted to a vote of stockholders. |
| (2) | As of April 20, 2016,25, 2022, there were 14,807,54019,124,332 shares of our Class A common stock outstanding. The percentage of beneficial ownership as to any person as of a particularthat date is calculated by dividing the number of shares beneficially owned by the person, which includes the number of shares as to which the person has the right to acquire voting or investment power as of or within 60 days of such date, by the sum of the number of shares outstanding as of the date plus the number of shares as to which the person as the right to acquire voting or investment power as of or within 60 days of such date. Consequently, the denominator for calculating beneficial ownership percentages may be different for each beneficial owner. |
(3) | Based on 1,000 shares of our Class B common stock outstanding as of April 20, 2016. |
(4) | Includes for the individuals listed below, the following number of restricted stock units that will vest within 60 days of April 20, 2016: |
| | | | | Name
24 | | Number of Shares | | Patrick Cunningham2022 Proxy Statement
| | | 38,339 | | James Mikolaichik
| | | 31,949 | | Charles H. Stamey
| | | 12,780 | | All executive officers and directors as a group (14 persons)
| | | 115,017 | |
Principal and Management Stockholders (5)(3) | Number of shares beneficially owned includes 500,000 presently exercisable stock options. |
| (4) | Information obtained from a Schedule 13G/A filed with the SEC on February 12, 201622, 2022 by Ariel Investments, LLC, 200 E. Randolph Drive, Suite 2900, Chicago, IL 60601.QCI Asset Management, Inc., 1040 Pittsford Victor Rd., Pittsford, NY 14534. According to the Schedule 13G/A, Ariel Investments, LLCQCI Asset Management Inc. beneficially owns and has sole voting and dispositive power over 1,616,120 shares of our Class A common stock, sole voting power over 1,396,3552,589,969 shares of our Class A common stock, and shared voting and dispositive power over zero shares of our Class A common stock. The percentages are based on our outstanding shares as of April 20, 2016. |
(6)(5) | Information obtained from a Schedule 13G13G/A filed with the SEC on February 12, 201611, 2022 by Bernzott Capital Advisors, 888 W. Ventura Blvd, Suite B Camarillo, CA 92010.Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, 800 Third Avenue, New York, NY 10022. According to the Schedule 13G, Bernzott Capital Advisors13G/A, Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation beneficially ownsown and hashave sole dispositive power over 1,228,1751,040,968 shares of our Class A common stock, sole voting power over 1,201,1001,004,568 shares of our Class A common stock and shared voting and dispositive power over zero shares of our Class A common stock. The percentages are based on our outstanding shares as of April 20, 2016. |
(7) | Information obtained from a Schedule 13G filed with the SEC on February 12, 2016 by Renaissance Technologies LLC, 800 Third Avenue, New York, NY 10022. According to the Schedule 13G, Renaissance Technologies LLC beneficially owns and has sole voting and dispositive power over 839,900 shares of our Class A common stock, and shared voting and dispositive power over zero shares of our Class A common stock. The percentages are based on our outstanding shares as of April 20, 2016. | | Manning & Napier, Inc. | | 25 |
PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMProposal 2
Ratification of Independent Registered Public Accounting Firm The Board of Directors unanimously recommends that stockholders vote FOR the ratification of the appointment of PwC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The Audit Committee has appointed PwC as the Company’s independent registered public accounting firm to examineaudit the consolidated financial statements of the Company for our fiscal year ending December 31, 2016.2022. Stockholders are being asked to ratify the action of the Audit Committee. PwC has been our independent auditor since 2007, and no relationship exists other than the usual relationship between an auditor and its client. Representatives of PwC are expected to be present at the Annual Meeting to respond to appropriate questions by stockholders and will have the opportunity to make a statement if the representatives desire to do so. If our stockholders do not ratify the appointment of PwC at the Annual Meeting, the Audit Committee may, but is not required to, reconsider whether to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the 20162022 fiscal year if it determines that such a change would be in the best interests of the Company and its stockholders. Fees Paid to Independent Registered Public Accounting Firm The following table sets forth the aggregate fees for professional services rendered by the Company’s independent registered public accounting firm, PricewaterhouseCoopers, LLP (“PwC”), in each of the last two years. | | | | | | | | Year Ended December 31, | | | | | | | | | | Fee Category | | 2015 | | | 2014 | | | 2021 | | | 2020 | | | Audit Fees (1) | | $ | 1,130,541 | | | $ | 1,122,469 | | | $ | 1,347,140 | | | $ | 1,304,811 | | | Audit-Related Fees (2) | | | 179,700 | | | | 156,940 | | | | 2,300 | | | | 2,200 | | Tax Fees (3) | | | 2,700 | | | | 3,700 | | | All Other Fees (4) | | | 1,800 | | | | 1,800 | | | | | | | | | | | Total Fees (5) | | $ | 1,314,741 | | | $ | 1,284,909 | | | Tax Fees | | | | — | | | | — | | | | | | | | | | All Other Fees (3) | | | | 373,900 | | | | 116,400 | | | Total Fees (4) | | | $ | 1,723,340 | | | $ | 1,423,411 | |
| (1) | Audit fees consist of fees and expenses for professional services provided in connection with the annual audit of our consolidated financial statements, services that an independent registered public accounting firm would customarily provide in connection with subsidiary audits, and the annual audits of the financial statements of the Exeter Trust Company collective investment trusts. |
| (2) | Audit-Related FeesAudit-related fees consist of fees for the performance of audits and attest services not required by statute or regulations, including internal control examinations pursuant to the Statement of Attestation Engagements No. 16.regulations. |
| (3) | TaxIn 2021, as part of the Company’s digital transformation initiative, PwC provided assistance to the Company related to assessments and implementation of processes. PwC’s 2021 fees, consistincluding expenses, for these services were $373,000. In 2020, All Other Fees includes $115,500 of tax compliance fees. |
(4) | fees paid by the advisor on behalf of the funds we manage related to the merger of certain series within the funds. In 2021 and 2020, All Other Fees consist of procurement of an on-line accounting research toola financial statement disclosure checklist offered by PwC to its clients. |
(5)(4) | PwC also provides audit and tax services to the mutual funds we manage. Fees for these services were approximately $1,040,720$634,700 and $994,370$640,145 for audit fees in 20152021 and 2014,2020, respectively, and $289,780$258,909 and $287,100$430,920 for tax services in 20152021 and 2014,2020, respectively. The tax services provided consisted primarily of tax compliance and related services for the mutual funds. The fees for these services are not included in this table as they were not provided to us or our consolidated subsidiaries. |
The Audit Committee believes that the foregoing expenditures are compatible with maintaining the independence of the Company’s registered public accountants.accounting firm. The Audit Committee will annually review and pre-approve the audit review and any non-audit services to be provided during the next audit cycle by the independent registered public accountants.accounting firm. The Audit Committee may also designate a member of management to monitor the performance of all services provided by the independent registered public accountantsaccounting firm and report his or her findings to the Audit Committee. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE RATIFICATION OF THE APPOINTMENT OF PWC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.
AUDIT COMMITTEE REPORTAudit Committee Report
Notwithstanding anything to the contrary set forth in any filings of Manning & Napier, Inc. under the Securities Act or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into any such filings, and shall not be deemed soliciting material or filed under the Securities Act or the Exchange Act. The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal control over financial reporting. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP,PwC, is responsible for expressing an opinion as to the conformity of the Company’s consolidated financial statements with U.S. generally accepted accounting principles and auditing the effectiveness of internal control over financial reporting. In performing its oversight role, the Audit Committee has reviewed and discussed with management and PricewaterhouseCoopers LLPPwC the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2021. The Audit Committee has also discussed with PricewaterhouseCoopers LLPPwC matters required to be discussed by Statement on Auditing Standards 61, “Communication with Audit Committees” as amended, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (“SAS 61”). SAS 61 requiresand the auditor to communicate a number of items to the audit committee during the course of the financial statement audit, including, but not limited to, the auditor’s responsibility under generally accepted auditing standards and significant accounting policies and unusual transactions.SEC. Pursuant to Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” as adopted bythe requirements of the Public Company Accounting Oversight Board, the Audit Committee has also received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP,PwC, and has discussed with PricewaterhouseCoopers LLPPwC its independence from the Company. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2021. The undersigned members of the Audit Committee have submitted this report to the Board of Directors. Respectfully submitted: Audit Committee Edward J. Pettinella, Chairman Barbara Goodstein Lofton Holder Kenneth A. Marvald | | | Manning & Napier, Inc. | | Respectfully submitted:
| | | | | Audit Committee
| | | Edward J. Pettinella, Chairman
| | | Barbara Goodstein
| | | Robert M. Zak
| | | Richard Barrington
| | | Geoffrey Rosenberger
27 |
PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATIONProposal 3
Advisory Vote on Executive Compensation The Board of Directors, upon the recommendation of the compensation committee, unanimously recommends that stockholders vote, on an advisory basis, FOR the approval of the compensation of the company’s named executive officers. In accordance with Section 14A of the Exchange Act, we are providing our stockholders with an opportunity to vote on an advisory resolution to approve the executive compensation of our named executive officers. Accordingly, stockholders will vote on approval of the following resolution at the 20162022 Annual Meeting: RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting pursuant to Item 402 of Regulation S-K,including the Compensation Discussion and Analysis section, the accompanying compensation tables and the related narrative disclosure set forth in this Proxy Statement.disclosure. As described in detail under the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement, ourOur compensation programprograms for our named executive officers isare designed to meet our objectives of supporting our business strategy, attracting, motivating and retaining top-tier professionals within the investment management industry, linking total compensation to individual, team and companyCompany performance on both a short-term and a long-term basis, aligning our named executive officers’ interests with those of our stockholders, and being flexible enough to respond to changing economic conditions. We provide a combination of the following elements of compensation to our named executive officers: (i)(1) base salary; (ii)(2) annual bonus; (iii) equity based(3) equity-based and other forms of long-term incentive compensation; (iv)(4) retirement benefits; and (v) other(5) limited benefits and perquisites.
Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in this Proxy Statement to better understand the compensation of our named executive officers.
While our Board of Directors and Compensation Committee intendsintend to carefully consider the outcome of the vote resulting from this proposal, the final vote will not be binding on the Company and is advisory in nature. We have determined that our shareholdersstockholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. Unless this policy changes, the next advisory vote on the compensation of our named executive officers will be at the 20162023 annual meeting.meeting of stockholders. THE BOARD OF DIRECTORS, UPON RECOMMENDATION OF THE COMPENSATION COMMITTEE, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE APPROVAL OF THE ABOVE RESOLUTION.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSCertain Relationships and Related Party Transactions
Policies and Procedures Regarding Transactions with Related Persons In November 2011,Pursuant to our Board of Directors adopted a written policy, Transactions with Related Persons Policies and Procedures, pursuant to which, as a general matter, our Audit Committee is generally required to review and approve or disapprove of the entry by usCompany entering into certain transactions with related persons. The policy contains descriptions of certain transactions which are pre-approved transactions. The policy only applies to transactions, arrangements and relationships where the aggregate amount involved could reasonably be expected to exceed $120,000 in any calendar year and in which a related person has a direct or indirect interest. A related person is: (i)(1) any of our directors, nominees for director or executive officers, (ii)officers; (2) any immediate family member of any of our directors, nominees for director or executive officersofficers; and (iii)(3) any person, and his or her immediate family members, or entity, including affiliates, that was a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed.
The policy provides that if advance approval of a transaction subject to the policy is not obtained, it must be promptly submitted to the Audit Committee for possible ratification, approval, amendment, termination or rescission. In reviewing any transaction, the Audit Committee will take into account, among other factors the Audit Committee deems appropriate, recommendations from senior management, whether the transaction is on terms no less favorable than terms generally available to a third party in similar circumstances and the extent of the related person’s interest in the transaction. Any related person transaction must be conducted at arm’s length. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee that considers the transaction. A copy of our Transactions with Related Persons Policies and Procedures is available on our website,www.manning-napier.comhttps://ir.manning-napier.com, under “Investor Relations—Governance” and is available to any stockholder in writing upon request to the Company. Related Party Transactions The following is a summary of material provisions of various transactions we entered into or that were ongoing with our executive officers, directors or 5% or greater stockholders during 2015. Aircraft
From time to time, the Company reimburses Mr. Manning for business travel in connection with the use of a private plane owned by Mr. Manning. The Company owns no direct or indirect interest in such private plane, and the Company has not provided any financing to Mr. Manning for such plane. In the event Mr. Manning, or other executives, use such plane in connection with the business of the Company, the Company reimburses Mr. Manning based upon the amount of flight time per trip, which is a fraction of the total cost of the ownership and maintenance of such plane. Reimbursements with respect to each particular use of the plane for the yearyears ended December 31, 2015 was less than $0.1 million.2021 and 2020.
Transactions with noncontrolling membersNon-Controlling Members From time to time, the Company may be asked to provide certain services, including accounting, legal and other administrative functions for the noncontrolling members of Manning & Napier Group. While immaterial, the Company has not received any reimbursement for such services. The Company manages the personal funds and funds of affiliated entities of certain of the Company’s executive officers and directors, including related affiliates.directors. Pursuant to the respective investment management agreements, in some instances the Company waives or reduces its regular advisory fees for these accounts and personal funds utilized to incubate products.accounts. The aggregate value of the fees earned and fees waived related to the Company’s executive officers and directors was approximately $0.3 million andless than $0.1 million respectively, for the yearyears ended December 31, 2015.2021 and 2020. No fees were waived in the years ended December 31, 2021 and 2020. Affiliate transactions - Manning & NapierAffiliated Fund Inc.Transactions
The Company hasearns investment advisory fees, distribution fees and administrative service fees under agreements with affiliated mutual funds and collective investment trusts. Fees earned for advisory and distribution services were approximately $42.7 million and $36.5 million in the years ended December 31, 2022 and 2021, respectively. Fees earned for administrative services provided were approximately $1.1 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. See Note 3 to serve as the consolidated financial statements included in our Annual Report on Form 10-K for disclosure of amounts due from affiliated mutual funds and collective investment manager of Manning & Napier Fund, Inc., with whichtrusts. | | | Manning & Napier, Inc. | | 29 |
Certain Relationships and Related Party Transactions The Company incurs certain of its officers are affiliated. Under the terms of these agreements, which are generally reviewed and continued by the board of directors of Manning & Napier Fund, Inc. annually, the Company receives a fee basedexpenses on an annual percentagebehalf of the average daily net assets of each series within the Manning & Napier Funds, Inc. The Companycollective investment trusts and has contractually agreed to limit its fees and reimburse expenses to limit operating expenses incurred by certain affiliated fund series. The aggregate value of Manning & Napier Fund, Inc. series.fees waived and expenses reimbursed to, or incurred for, affiliated mutual funds and collective investment trusts was approximately $2.1 million and $4.3 million for the years ended December 31, 2022 and 2021, respectively. Equity Ownership Interests
In connectionDuring the year ended December 31, 2020, the Company received approximately $1.4 million in cash for reimbursement of prior expenses paid on behalf of our affiliated mutual funds and collective investment trusts. These expenses were reimbursable to the Company under an agreement with the consummationaffiliated mutual fund and collective investments trusts upon the settlement of our 2011 initial public offering (“IPO”),a claim between both the vesting terms related toaffiliated mutual funds and the ownership interests by our employees, including our named executive officers other than Messrs. Manning, Bushericollective investment trusts and Mikolaichik, were modified such that 85% of their pre-IPO ownership interest were subject to service and performance-based vesting through 2014.
a third party. As of December 31, 2014, 2,516,352 performance based awards were unvested, of which 255,393 and 244,289 related to Messrs. Cunningham and Stamey, respectively. On March 31, 2015,2019, the Company purchased all unvested units of Manning & Napier Group for approximately $1.4 million in cash. Messrs. Cunningham and Stamey received cashhad recorded a receivable of approximately $0.1$0.2 million respectively.within other long-term assets on its consolidated statement of financial condition. The remaining approximately $1.1$1.2 million of proceeds received was paid to therecognized as a gain within other holders, none of whom are related persons, of unvested units. Notwithstanding these vesting requirements, in the event Mr. Manning sells any portion of his interests in the Manning & Napier Companies following the consummation of our initial public offering, each of our other employee-owners has the right to sell a pro rata amount of such individual’s indirect ownership interest in Manning & Napier Group, and if any individual does not at such time have fully vested ownership interests sufficient to allow such participation, an amount of their ownership interests will vest to the extent necessary to allow them to participate in the pro rata sale. In addition, the aggregate sale in any calendar year by our employees, other than Mr. Manning, of their respective interests is limited to a number of shares equal to 1.5% (or such higher percentage as determined by the board of directors of MNAoperating costs in its sole discretion)consolidated statements of operations during the number of shares that would be outstanding immediately after our initial public offering if M&N Group Holdings, exchanged 100% of its respective units for shares of our Class A common stock. This 1.5% limit does not apply to ownership interests entitled to vest as a result of sales by Mr. Manning as described above. In the event of Mr. Manning’s death and the dissolution of MNA, this 1.5% limit will be increased to allow our employees to pay any income taxes resulting from such dissolution.year ended December 31, 2020.
Exchange Agreement In November 2011, we entered into an exchange agreement with M&N Group Holdings, MNCC and the other direct holders of units of Manning & Napier Group. Subject to certain restrictions set forth therein, certainGroup (the “Exchange Agreement”). As March 31, 2022, a total of our employee-owners and M&N Group Holdings and MNCC, on behalf of Mr. Manning and our other employee-members that are direct or indirect members of M&N Group Holdings and MNCC, are entitled to exchange such units for an aggregate of up to 67,896,484 shares of our Class A common stock as of April 20, 2016, subject to customary adjustments. In addition, the holders of any428,812 units of Manning & Napier Group thereafter issued will also become parties to the exchange agreement and, pursuantwere held by M&N Group Holdings. Pursuant to the terms of the exchange agreement, we may also purchase or exchangeExchange Agreement entered into at the time of the Company’s initial public offering, such units may be tendered for shares of our Class A common stock.exchange or redemption. For any units of Manning & Napier Group exchanged, the Company willmay: (i) pay an amount of cash equal to the number of tendered units exchanged multiplied by the value of one share of the Company’s Class A common stock less a market discount and expected expense,expenses; or, at the Company’s election, (ii) issue shares of the Company’s Class A common stock on a one-for-one basis, subject in each case, to customary adjustments. On March 31, 2015, As the direct holders ofCompany receives units of Manning & Napier Group that are exchanged, an aggregateor as Manning & Napier Group units are redeemed and retired, the Company’s ownership of 3,161,502Manning & Napier Group will increase.
On March 15, 2021, the Company received notice that 1,592,969 of Class A units of Manning & Napier Group were tendered for approximately $36.3 million paid to holders, noneredemption or exchange. The independent directors, on behalf of whom are related persons,the Company, decided that such exchange would be settled in 1,592,969 shares of exchanged units. On April 29, 2016,unregistered Class A common stock of the direct holders of units ofCompany. The Company completed the exchange on June 30, 2021 and as a result, Manning & Napier Group exchangedacquired an aggregateequivalent number of 2,111,913 Class A units of Manning & Napier Group and its ownership of Manning & Napier Group increased from 89.0% to 97.7%.
On March 15, 2020, a total of 60,012,419 Class A units, including 59,957,419 units held by William Manning, who was previously the Chairman of the Company’s Board of Directors, were tendered for either cash or shares of the Company’s Class A common stock pursuant to the exchange process. The independent directors, on behalf of the Company as managing member of Manning & Napier Group, decided to settle the transaction as a redemption, utilizing approximately $16.1$90.8 million in cash, including approximately $90.7 million paid to holders of exchanged units, of which approximately $1.9 million was paid to Mr. Cunningham and $3.2 million was paid to each of Messrs. Stamey and Coons.Manning. The exchange agreementExchange Agreement described above is filed as an exhibit to our 2011 Annual Report on Form 10-K, and the foregoing description is qualified by reference thereto. Registration Rights Agreement In November 2011, we entered into a registration rights agreement with the holders of units of Manning & Napier Group, pursuant to which the shares of Class A common stock issued upon exchanges of their units, if any, will be eligible for resale, subject to certain limitations set forth therein. Pursuant to the registration rights agreement, we filed a shelf registration statement registering shares of our Class A common stock that may be issued upon the exchange of units of Manning & Napier Group pursuant to the exchange agreement. We have agreed in the registration rights agreement to indemnify the participating holders, solely in their capacity as selling stockholders, against any losses or damages resulting from or relating to any untrue statement, or omission, of any material fact contained in any registration statement, prospectus or any amendments or supplements thereto pursuant to which they may sell the shares of our Class A common stock that they receive upon exchange of their units, except to the extent such liability arose from information furnished by the selling stockholder used in a shelf registration statement, and the participating holders have agreed to indemnify us against all losses caused by their misstatements or omissions of a material fact relating to them. No selling stockholder shall be liable to the Company for an amount in excess of the amount received by such selling stockholder in the offering giving rise to such liability. We will pay all expenses incident to our performance of, or compliance with, any registration or marketing of securities pursuant to the registration rights agreement. The selling stockholders will pay their respective portions of all underwriting discounts, commissions and transfer taxes relating to the sale of their shares of our Class A common stock pursuant to the registration rights agreement. The registration rights agreement described above is filed as an exhibit to our 2011 Annual Report on Form 10-K, and the foregoing description is qualified by reference thereto.
Certain Relationships and Related Party Transactions Tax Receivable Agreement In November 2011, we entered into a tax receivable agreement with the other holders of units of Manning & Napier Group, pursuant to which we are required to pay to the holders of such units 85% of the applicable cash savings, if any, in U.S. federal, state, local and foreign income tax that we actually realize, or are deemed to realize in certain circumstances, as a result of any step-up in tax basis in Manning & Napier Group’s assets resulting fromfrom: (i) certain tax attributes of their units sold to us or exchanged (for shares of Class A common stock) and that are created as a result of the sales or exchanges and payments under the tax receivable agreementagreement; and (ii) tax benefits related to imputed interest. Payments pursuant to the tax receivable agreement totaled approximately $2.1$3.5 million forand $0.3 million during the yearyears ended December 31, 2015, of which approximately $1.1 million was paid to Mr. Manning. The remaining approximately $1.1 million was paid to the other holders,2021 and 2020, respectively, none of whom are related persons. Payments pursuant to the tax receivable agreement to Mr. Goldberg were less than $120,000 in each of the years ended December 31, 2021 and 2020. The tax receivable agreement described above is filed as an exhibit to our 2011 Annual Report on Form 10-K, and the foregoing description is qualified by reference thereto. Employment Arrangement
| | | Manning & Napier, Inc. | | 31 |
Geoffrey Rosenberger’s daughter, Kasey Wopperer, is employed as a junior research analyst at MNA. Mrs. Wopperer has been employed by MNA since 2009 and her 2015 compensation, including salary and bonus, was approximately $200,000.
OTHER MATTERSOther Matters
As of the date of this Proxy Statement, our Board of Directors knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. If any other matters should arise at the Annual Meeting, shares represented by proxies will be voted at the discretion of the proxy holders. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires each director, officer and any individual beneficially owning more than 10% of the Company’s capital stock to file with the SEC reports of security ownership and reports on subsequent changes in ownership.
To the Company’s knowledge, with respect to the fiscal year ended December 31, 2015, the Company’s officers, directors and greater than 10% owners timely filed all reports they were required to file under Section 16(a).
STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETINGStockholder Proposals for the 2023 Annual Meeting
In order for a stockholder proposal to be eligible to be considered for inclusion in the Company’s proxy statement and proxy card for the 20172023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) under Rule 14a-8 of the Exchange Act, the proposal must be received by the Company at its principal executive offices, 290 Woodcliff Drive, Fairport, New York 14450, Attn: Richard B. Yates, Chief Legal Officer andCorporate Secretary, no later than December 30, 2016,2022, and must otherwise comply with Rule 14a-8 of the Exchange Act. A stockholder wishing to present other proposals at the 20172023 Annual Meeting, including any nomination of persons for election to the Board of Directors, must provide proper written notice such that the proposal must: (1) be received by the Company at the address set forth in the preceding sentence not less than 90 days nor more than 120 days prior to June 16, 2017;22, 2023; provided that if the date of the 20172023 Annual Meeting of Stockholders is changed by more than 30 days from the anniversary date of the 20162022 Annual Meeting of Stockholders, the proposal must be received by the Company in accordance with its Amended and Restated Bylaws and applicable law no later than the close of business on the 10th day following the earlier of the date on which notice of the date of the meeting was mailed and the date on which public disclosure of the meeting date was made; and (2) concern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws, regulations and the Company’s Amended and Restated Bylaws and policies. A stockholder notice to the Company of any such proposal must include the information required by the Company’s Amended and Restated Bylaws. | | | Manning & Napier, Inc. | | 33 |
HOUSEHOLDINGHouseholding
In an effort to reduce printing costs and postage fees, the Company has adopted a practice approved by the SEC called “householding.” Under this practice, certain stockholders who have the same address and last name will receive only one copy of this Proxy Statement and the Company’s Annual Report, unless one or more of these stockholders notifies the Company that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards. If you share an address with another stockholder and received only one copy of this Proxy Statement and the Annual Report, and would like to request a separate copy of these materials, or you do not wish to participate in householding in the future, pleaseplease: (1) mail such request to Manning & Napier, Inc. Attn: Investor Relations Department, 290 Woodcliff Drive, Fairport, New York 14450,14450; or (2) contact our Investor Relations Department toll-free at 1-800-983-3369. Similarly, you may also contact the Company if you received multiple copies of the Company’s proxy materials and would prefer to receive a single copy in the future.
ELECTRONIC DELIVERY OF PROXY MATERIALSElectronic Delivery of Proxy Materials
In an effort to reduce paper mailed to your home and help lower printing and postage costs, we are offering stockholders the convenience of viewing online proxy statements, annual reports and related materials. With your consent, we can stop sending future paper copies of these documents. To elect this convenience, shareholdersstockholders may follow the instructions when voting online at www.proxyvote.com.www.proxyvote.com. Following the 20162022 Annual Meeting, of Stockholders, you may continue to register for electronic delivery of future documents by visiting www.proxyvote.com.www.proxyvote.com. If you own shares of Class A common stock indirectly through a broker, bank, or other nominee, please contact your financial institution for additional information regarding enrolling for electronic delivery. We are pleased to be using the SEC’s rule that allows companies to furnish proxy materials to their stockholders over the Internet. In accordance with this rule, on or about May 6, 2016,4, 2022, we will send stockholders of record at the close of business on April 20, 201625, 2022 a Notice of Internet Availability of Proxy Materials or a full set of proxy materials. The Notice contains instructions on how to access our Proxy Statement and Annual Report for the year ended December 31, 2015 via the Internet2021 and how to vote. Important Notice Regarding the Availability of Proxy Materials for the 20162022 Annual Meeting of Stockholders to be held on June 16, 2016.22, 2022. Our 20162022 Proxy Statement and Annual Report for the year ended December 31, 2015,2021, are available free of charge on our website at www.manning-napier.com. WHERE YOU CAN FIND MORE INFORMATIONwww.proxyvote.com.
The Company files reports, proxy statements and other information with the SEC. You can read and copy these reports, proxy statements and other information concerning the Company at the SEC’s public reference room at 100 F Street, N.C., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room. The SEC maintains an Internet site atwww.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company. The Company’s Class A common stock is quoted on the NYSE under the ticker symbol MN. These reports, proxy statements and other information are also available for inspection at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
You may request a copy of the Company’s filings (other than exhibits that are not specifically incorporated by reference therein) at no cost by writing or telephoning us at the following address:
Manning & Napier, Inc.
Attn: Investor Relations Department
290 Woodcliff Drive
Fairport, New York 14450
(800) 983-3369
If you would like to request documents from the company, please do so by June 1, 2016 to receive them before the Annual Meeting.
You should rely only on the information contained in this Proxy Statement to vote on the proposals solicited in this Proxy Statement. The Company has not authorized anyone else to provide you with different information. You should not assume that the information in this Proxy Statement is accurate as of any date other than April 29, 2016.BY ORDER OF THE BOARD OF DIRECTORS
| BY ORDER OF THE BOARD OF DIRECTORS | | /s/ Richard B. Yates | Richard B. Yates | Chief Legal Officer and Secretary |
Sarah C. Turner Corporate Secretary Fairport, New York April 29, 2016 
2022 MANNING & NAPIER, INC. 290 WOODCLIFF DRIVE FAIRPORT, NY 14450
| | | Manning & Napier, Inc. | | 35 |
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| | | | | | | | | MANNING & NAPIER, INC. 290 WOODCLIFF DRIVE FAIRPORT, NY 14450 | | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 21, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MN2022 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 21, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | | D81670-P73613 | | KEEP THIS PORTION FOR YOUR RECORDS |
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Before The Meeting—Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting—Go to www.virtualshareholdermeeting.com/MN2016
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE—1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E07230-P77432 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. MANNING & NAPIER, INC. For All Withhold All Except
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | MANNING & NAPIER, INC. | | | | For All | | Withhold All | | For All Except | | | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | | | 1. | | Election of Directors | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 01) Richard S. Goldberg 04) Kenneth A. Marvald | | | | | | | | | | | | | | | | | | | | | | | | | | | 02) Barbara Goodstein 05) Marc O. Mayer | | | | | | | | | | | | | | | | | | | | | | | | | | | 03) Lofton Holder 06) Edward J. Pettinella | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 3. | | | | For | | Against | | Abstain | | | | | | | | | | | | 2. | | Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for our fiscal year ending December 31, 2022. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 3. | | Advisory (non-binding) vote approving compensation of our named executive officers. | | | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | | | | | | | | | | | |
1. Election of Directors ! ! !
Nominees:
01) William Manning 05) Richard Barrington 02) Richard Goldberg 06) Geoffrey Rosenberger 03) Barbara Goodstein 07) Michael Jones 04) Edward J. Pettinella
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
For Against Abstain
The Board of Directors recommends you vote FOR proposals 2 and 3.
2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for our fiscal year ending December 31, 2016.
3. Advisory (non-binding) vote approving compensation of our named executive of?cers.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
For address changes and/or comments, please check this box and write ! them on the back where indicated.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other ?duciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized of?cer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners)
| | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E07231-P77432
MANNING & NAPIER, INC. ANNUAL MEETING OF STOCKHOLDERS
JUNE 16, 2016
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Richard Yates and William Manning, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A Common stock of MANNING & NAPIER, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, EDT on June 16, 2016, and any adjournment or postponement thereof. The Annual Meeting will be a virtual meeting, which stockholders can attend over the Internet at www.virtualshareholdermeeting.com/MN2016.
This proxy, when properly executed, will be voted in the manner directed herein and, in the discretion of the proxy holders, on any other matters that may properly come before the annual meeting or any adjournments or postponements thereof. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Address Changes/Comments:— —— — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)D81671-P73613
| | | | | | | | | | | | | | | | | | | | | MANNING & NAPIER, INC. ANNUAL MEETING OF STOCKHOLDERS JUNE 22, 2022 This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Sarah Turner and Paul Battaglia, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A Common Stock of MANNING & NAPIER, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, EDT on June 22, 2022, and any adjournment or postponement thereof. The Annual Meeting will be a virtual meeting, which stockholders can attend over the Internet at www.virtualshareholdermeeting.com/MN2022. This proxy, when properly executed, will be voted in the manner directed herein and, in the discretion of the proxy holders, on any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side | | |
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