Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Manning & Napier, Inc. (the Company) has announced the formation of an interim Office of the Chief Executive Officer to
be filled by Executive Vice President, Charles Stamey, President, Jeffrey Coons, and Richard Goldberg, Director, effective March 6, 2018. Mr. Goldberg has been appointed as an Officer of the Company and Messrs. Stamey, Coons and Goldberg
have been given the title of
Co-Chief
Executive Officer, along with any titles they currently hold. William Manning, the Companys
co-founder,
Chairman of the
Board, and chief architect of the Companys investment processes who previously held the position of Chief Executive Officer (CEO), stepped down effective March 6, 2018 and will remain as Chairman of the Board.
The Office of the CEO will be responsible for the
day-to-day
management of the
firm and will report to the Board of Directors. The Board is actively pursuing the appointment of a permanent CEO from both internal and external candidates. No timeline has been established for that appointment, and the Office of the CEO will
remain intact until such time as it is no longer needed.
Mr. Stamey has served as the Companys Executive Vice President since the
Companys organization in 2011. In addition, Mr. Stamey has served as the Managing Director of Sales and Distribution of Manning & Napier Advisors, LLC (MNA), an affiliate of the Company, since May 2010 and as a member
of MNAs executive management team since 2000. Mr. Stamey, age 57, received his Bachelors degree from Mount Vernon University in 1981 and an M.B.A. from The Ohio State University in 1985. Mr. Stamey will not receive any
additional compensation in connection with his new position.
Dr. Coons has served as the Companys President since the Companys
organization in 2011. In addition, Dr. Coons has served as the President of MNA since June 2010, as the
Co-Director
of Research from 2002 through March 2015, and as a member of MNAs executive
management team since 1999. In addition, Dr. Coons has been a member of MNAs Senior Research Group since 1989. Dr. Coons, age 54, received his Bachelors degree from the University of Rochester in 1985 and a PH.D from Temple
University in 1996.
In addition to his current compensation, Dr. Coons will be eligible for a bonus of up to $450,000 for the
initial
six-month
period of his service in the Office of Chief Executive Officer.
Mr. Goldberg joined the
Companys Board of Directors in June 2014 and has served as an advisor to MNA since 1998. Mr. Goldberg has had an extensive career as an investment banker focusing on the financial services sector for more than 30 years and most recently
as a Senior Advisor to Needham & Company since 2009. In addition, Mr. Goldberg has served as a faculty and board member of Columbia Universitys School of International and Public Affairs since 2005 and 2009, respectively.
Mr. Goldberg, age 65, received his M.B.A. from University of Pennsylvanias Wharton Business School in 1978. Mr. Goldberg will no longer receive compensation as a member of the Companys Board of Directors and will instead
receive $550,000 cash compensation and $50,000 in Manning & Napier common stock for the initial
six-month
period of his service in the Office of Chief Executive Officer.
Pursuant to an exchange agreement entered into at the time of the Companys initial public offering, the Companys founder, management team and
certain other employees have the opportunity to exchange on an annual basis a portion of their interests in Manning & Napier Group, LLC (Group) for either cash or shares of the Companys Class A common stock. On
March 31, 2017, the direct holders of units of Group exchanged an aggregate of 1,842,711 Class A units of Group for approximately $9.8 million paid to such holders, of which approximately $0.3 million was paid to each of Messrs.
Stamey and Coons. The exchange agreement described herein is filed as an exhibit to our 2011 Annual Report on Form
10-K,
and the foregoing description is qualified by reference thereto.
There are no family relationships between Messrs. Stamey, Coons and Goldberg and any director or executive officer of the Company. There are no arrangements
or understandings between Messrs. Stamey, Coons and Goldberg and any other persons or entities pursuant to which Messrs. Stamey, Coons and Goldberg were appointed to the Office of the CEO.