Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On December 31, 2020, Manning & Napier, Inc. (the "Company") entered into an amendment to the employment agreement with its Chief Executive Officer, Marc Mayer (the "Amendment"). Pursuant to the Amendment, in the fourth quarter of each year, the Compensation Committee of the Board of Directors ("Committee") and Mr. Mayer will negotiate in good faith to 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 Amendment provides for up to 40% of each annual incentive to be deferred and paid in the form of an award pursuant to the Company's Deferred Incentive Compensation Program and subject to the terms and conditions of the Manning & Napier, Inc. 2018 Long-Term Incentive Plan (the "Plan"). Under that program, a deferred award is invested in units of the Manning & Napier Fund, Inc. Awards under the program vest over three years, with the first one-third vesting at the end of the first year, provided that the participant remains employed with the Company. Upon vesting, the participant receives the full value of the mutual fund account. A copy of the Amendment is attached hereto as Exhibit 10.1.

In conjunction with entering into the Amendment, the Committee determined to increase the amount of Mr. Mayer's base salary from $500,000 to $600,000 for the year ending December 31, 2021. The Committee also approved an award of restricted stock units under the Plan equal to $1,000,000 to be granted to Mr. Mayer on February 1, 2021, vesting one-fourth on each of February 1, 2023, 2024, 2025 and 2026.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number       Description of Exhibit

10.1*          First Amendment to Employment Agreement of Marc Mayer, effective
             December 31, 2020






  (*) Management contract or compensatory plan or arrangement

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