Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 14, 2021, the Board of Directors ("Board") of Vector Group Ltd. ("Vector") appointed Richard J. Lampen to the additional position of Chief Operating Officer and to serve as a member of the Board, effective immediately.

Mr Lampen, age 67, has served as Executive Vice President of Vector since 1995. He also serves as Executive Vice President and Chief Operating Officer of its subsidiary, New Valley and as a member of the Board of Managers of its subsidiary, Douglas Elliman Realty, LLC. Mr. Lampen served as President and Chief Executive Officer of Ladenburg Thalmann Financial Services Inc. ("Ladenburg"), a publicly-traded diversified financial services company, from September 2006 to February 2020, and as Chairman from September 2018 until February 2020, when the company was acquired by Advisor Group, a portfolio company of Reverence Capital Partners. From October 2008 until October 2019, Mr. Lampen served as President, Chief Executive Officer and a member of the Board of Directors of Castle Brands Inc. ("Castle"), a publicly-traded spirits company, before its acquisition by Pernod Ricard. Vector held an approximate 10% interest in Ladenburg and an approximate 8% equity interest in Castle.

In connection with Mr. Lampen's appointment as Chief Operating Officer, the Compensation Committee of the Board, effective January 1, 2021, increased Mr. Lampen's base salary to $1,250,000 per annum and his annual incentive compensation target bonus opportunity to 75% of base salary (from his current base salary of $900,000 and current target bonus opportunity of 50% of base salary). Vector and Mr. Lampen entered into an amendment of his employment agreement to reflect these changes (the "Amendment"). The Amendment is included as Exhibit 10.1 hereto and incorporated herein by reference.

Mr. Lampen has not been appointed to any committee of the Board. There are no arrangements or understandings between Mr. Lampen and any other person pursuant to which he was appointed to serve as Chief Operating Officer and as a director. Mr. Lampen does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibit.

Exhibit No.             Exhibit

          10.1          Amendment to the Employment Agreement dated January 15, 2021 between Vector
                        Group Ltd. and Richard J. Lampen.

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