DEF 14A

SIGNING AND RETURNING

A PROXY CARD

TOLL-FREE

TELEPHONE

THE INTERNET

IN PERSON AT THE

ANNUAL MEETING

DEF 14A 1 d352608ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only

(as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Lincoln National Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Radnor, Pennsylvania / April 14, 2022

Dear Fellow Shareholder:

You are invited to attend our 2022 Annual Meeting of Shareholders, to be held on Friday, May 27, at 9:00 a.m. EDT at The Ritz-Carlton Hotel in Philadelphia, Pennsylvania. Our Board of Directors and management team look forward to greeting you at the meeting.

This document describes the matters to be voted on at the Annual Meeting, so please review it carefully.

Many shareholders received a notice of internet availability instead of paper copies of our proxy statement and our 2021 Annual Report to Shareholders. The notice of internet availability provides instructions on how to access these documents over the internet and how to receive a paper or email copy of our proxy materials, including our proxy statement, our 2021 Annual Report to Shareholders, and a proxy card. Electronic delivery enables us to more cost-effectively provide you with the information you need while reducing the environmental impact of printing and mailing paper copies.

Please vote your shares of our stock as promptly as possible. You may vote by mailing in a proxy card, by telephone or internet, or by attending the Annual Meeting and voting in person.

On behalf of the entire Board of Directors, thank you for your continued support.

Sincerely,

LOGO

William H. Cunningham

Chair of the Board

Lincoln National Corporation 2022 Proxy Statement

Notice of Annual Meeting of Shareholders

May 27, 2022

9:00 a.m. EDT

The Ritz-Carlton Hotel
10 Avenue of the Arts
Philadelphia, Pennsylvania 19102

Mailing date: April 14, 2022

The purpose of the meeting is to:

1.	Elect thirteen directors for a one-year term expiring at the 2023 Annual Meeting of Shareholders;

2.	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022;

3.	Approve an advisory resolution on the compensation of our named executive officers;

4.	Approve an amendment to the Lincoln National Corporation 2020 Incentive Compensation Plan;

5.	Consider and vote upon up to two shareholder proposals if properly presented at the meeting; and

6.	Consider and vote upon any other matters that might come up at the meeting.

You may vote at the Annual Meeting if you were a shareholder of record at the close of business on March 21, 2022.

Please cast your votes by one of the following methods:

If, going forward, you would like to receive electronic delivery of future proxy materials, please see “Annual Meeting Information” in this proxy statement for more information.

IF	YOU PLAN TO ATTEND THE ANNUAL MEETING:

In order to protect the health and safety of our directors, employees, shareholders and the community, we are taking special precautions in connection with the Annual Meeting due to the health impact of COVID-19. If you are not feeling well, have had close contact with someone who has tested positive for, or think you may have been exposed to, COVID-19, we ask that you vote by proxy for the meeting. We will require all attendees to comply with the Company’s policies in place at the time of the meeting, which may include but not be limited to temperature checks, attendance limitations, social distancing, mask requirements and other safety protocols in accordance with any then-required federal, state and local guidelines. At least one week prior to the meeting, we will make available on www.proxydocs.com/lnc any COVID-19 related health and safety protocols that will be in place for the Annual Meeting. We also strongly encourage shareholders who plan to attend the Annual Meeting to review and follow the relevant guidance from public health authorities prior to attendance.

For the Board of Directors,

LOGO

Nancy A. Smith

Senior Vice President & Secretary

Lincoln National Corporation

Radnor, Pennsylvania

Lincoln National Corporation 2022 Proxy Statement

Table of Contents



Proxy Summary			1

Governance of the Company			10

Agenda Item 1 – Election of Directors			24

◾ Nominees for Director			24

Compensation of Outside Directors			31

Agenda Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm			35

◾ Independent Registered Public Accounting Firm Fees and Services			35

◾ Audit Committee Pre-Approval Policy			36

◾ Other Information			36

◾ Audit Committee Report			36

Agenda Item 3 – Advisory Proposal on Executive Compensation			37

Compensation Discussion & Analysis			39

◾ Executive Summary			40

◾ Compensation Committee Report			67

Executive Compensation Tables			68

◾ Summary Compensation Table			68

◾ Grants of Plan-Based Awards			71

◾ Outstanding Equity Awards at Fiscal Year-End			73

◾ Option Exercises and Stock Vested			75

◾ Pension Benefits			76

◾ Nonqualified Deferred Compensation			77

◾ Potential Payments upon Termination or Change of Control			79

◾ CEO Pay Ratio			84

Agenda Item 4 – Approval of Amendment to LNC 2020 Incentive Compensation Plan			85

Agenda Item 5 – Shareholder Proposal Regarding Independent Board Chair			96

Agenda Item 6 – Shareholder Proposal Regarding Shareholder Ratification of Termination Pay			100

Compensation Committee Interlocks and Insider Participation			104

Related-Party Transactions			104

Security Ownership			105

Annual Meeting Information			107

General Information			111

◾ Shareholder Proposals for the 2023 Annual Meeting			111

◾ Incorporation by Reference			111

◾ Delinquent Section 16(a) Reports			111

◾ Annual Report			112

◾ Additional Voting Matters			112

Exhibit 1 – Reconciliation of Non-GAAP Measures			E-1

Exhibit 2 – Definitions for Incentive Compensation Programs			E-4

Exhibit 3 – LNC 2020 Incentive Compensation Plan and Amendment No. 1 Thereto			E-7

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 27, 2022:

This proxy statement and the accompanying annual report are available at: www.proxydocs.com/lnc.

Lincoln National Corporation 2022 Proxy Statement

Proxy Summary

This summary highlights certain information for your convenience. Since it does not contain all of the information you should consider, we encourage you to read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders


Date / Time	Location	Voting

Friday, May 27, 2022 9:00 a.m. EDT Record Date March 21, 2022	The Ritz-Carlton Hotel 10 Avenue of the Arts Philadelphia, PA 19102	Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Voting Matters



Agenda Item	Our Board’s Voting Recommendation		Where to Find More Information

1. Election of thirteen directors for a one-year term expiring at the 2023 Annual Meeting of Shareholders.		FOR each director nominee	Page 24

2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2022.		FOR the ratification	Page 35

3. Approval of an advisory resolution on the compensation of our named executive officers.		FOR the resolution	Page 37

4. Approval of an amendment to the Lincoln National Corporation 2020 Incentive Compensation Plan.		FOR the approval	Page 85

5. Respond to an advisory shareholder proposal regarding the amendment of our governing documents to provide an independent chair of the board.		AGAINST the proposal	Page 96

6. Respond to an advisory shareholder proposal regarding shareholder ratification of executive termination pay.		AGAINST the proposal	Page 100

Lincoln National Corporation 2022 Proxy Statement 1

Proxy Summary

Board of Director Nominees


Name Occupation	Age	Director Since	Selected Skills/Qualifications	Independent	Committee Memberships

Deirdre P. Connelly Retired President, North American Pharmaceuticals of GlaxoSmithKline	61	2016	◾ business operations/strategic planning ◾ finance and capital management ◾ corporate governance	Yes	◾ Audit ◾ Corporate Governance (Chair)

Ellen G. Cooper Current: EVP, Head of Enterprise Risk and Annuity Solutions, LNC Effective May 27, 2022: President and CEO, LNC	57	First-time Nominee	◾ business operations/strategic planning ◾ finance and capital management ◾ risk management ◾ talent management	No	N/A

William H. Cunningham Professor, University of Texas at Austin and James J. Bayless Chair for Free Enterprise at the University’s McCombs School of Business	78	2006	◾ finance and capital management ◾ marketing/public relations ◾ talent management ◾ corporate governance	Yes	◾ Compensation ◾ Corporate Governance ◾ Executive (Chair) ◾ Finance

Reginald E. Davis EVP and President of Banking, Flagstar Bank, FSB	59	2020	◾ financial services ◾ finance and capital management ◾ risk management ◾ talent management	Yes	◾ Audit ◾ Corporate Governance

Dennis R. Glass Current: President and CEO, LNC Effective May 27, 2022: Chair of the Board, LNC	72	2006	◾ business operations/strategic planning ◾ finance and capital management ◾ talent management	No	◾ Executive

Eric G. Johnson CEO, Baldwin Richardson Foods Company	71	1998	◾ business operations/strategic planning ◾ finance and capital management ◾ marketing/public relations	Yes	◾ Compensation ◾ Corporate Governance ◾ Executive ◾ Finance (Chair)

Gary C. Kelly Executive Chairman, Southwest Airlines Co.	67	2009	◾ business operations/strategic planning ◾ finance and capital management ◾ public accounting	Yes	◾ Audit ◾ Finance

M. Leanne Lachman President, Lachman Associates LLC and Executive in Residence, Columbia Graduate School of Business	79	1985	◾ business operations/strategic planning ◾ finance and capital management ◾ corporate governance ◾ risk management	Yes	◾ Audit (Chair)

Dale LeFebvre Founder and Chairman, 3.5.7.11	51	2021	◾ business operations/strategic planning ◾ finance and capital management ◾ risk management ◾ talent management	Yes	◾ Audit ◾ Corporate Governance

Janet Liang EVP, Group President and COO, Care Delivery, Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals	54	2021	◾ business operations/strategic planning ◾ finance and capital management ◾ marketing/public relations ◾ talent management	Yes	◾ Compensation ◾ Finance

Michael F. Mee Retired EVP and CFO, Bristol-Myers Squibb Company	79	2001	◾ finance and capital management ◾ public accounting ◾ business operations/strategic planning	Yes	◾ Compensation ◾ Executive ◾ Finance

Patrick S. Pittard CEO, BDI DataLynk, LLC	76	2006	◾ public accounting ◾ finance and capital management ◾ talent management ◾ corporate governance	Yes	◾ Compensation (Chair)

Lynn M. Utter Operating Partner, Atlas Holdings LLC	59	2017	◾ business operations/strategic planning ◾ risk management ◾ corporate governance	Yes	◾ Corporate Governance ◾ Finance

2 Lincoln National Corporation 2022 Proxy Statement

Proxy Summary

Our director nominees provide the Board with the comprehensive diversity of relative skill sets needed to provide effective oversight in light of the Company’s industry, risks and current and long-term strategic needs.



Financial Services/ Insurance (11)	Finance and Capital Management (12)	Business Operations and Strategic Planning (13)


Marketing/Public Relations (8)	Public Company CEO (5)	Corporate Governance (9)


Talent Management (11)	Risk Management (7)	Accounting (4)

The Board recognizes that diversity, including gender and ethnic diversity, adds to the overall mix of perspectives of our Board as a whole. We have added five new diverse independent directors in the past six years. The following charts present the diversity profile of our director nominees:

LOGO

*	Directors considered to be ethnically or racially diverse are those who self-identified in one or more of the following categories: Hispanic, Latinx or Spanish Origin; Black or African American; American Indian or Alaska Native; Asian; Native Hawaiian or Other Pacific Islander; or Other.

Lincoln National Corporation 2022 Proxy Statement 3

Proxy Summary

Chief Executive Officer Transition

As we announced in August 2021, following the Annual Meeting on May 27, 2022, Dennis R. Glass will retire from his role as our President and Chief Executive Officer and will be succeeded by Ellen G. Cooper, currently Executive Vice President, Head of Enterprise Risk and Annuity Solutions. Mr. Glass will serve as non-executive Chair, and independent director Dr. William H. Cunningham will serve as Lead Independent Director beginning after the 2022 Annual Meeting. Assuming she is elected, Ms. Cooper will serve as a director but not as Chair. The Board believes that having Mr. Glass serve in the role of Chair for a period of time following the CEO transition will help provide for continuity for shareholders and employees alike.

2021 Performance Highlights

After moving to 99% work-from-home in mid-March 2020, efficiently moving to a virtual sales environment across all our distribution channels, we continued to monitor the COVID-19 pandemic throughout 2021 and adjusted our return-to-work plans as needed. We continued to operate our business without interruption throughout 2021 and have been able to continue to work effectively using this work-from-home model.

During 2021, management maintained its focus on the needs of our employees, customers and shareholders. We continued to innovate and enhance our product portfolio, pivot our distribution workforce to a virtual-first engagement model, improve cost effectiveness and strengthen the balance sheet. Over the course of an unprecedented year in the face of the ongoing pandemic, we focused on ensuring we maintained our competitive advantages and capitalized on opportunities to become stronger. We successfully achieved these objectives by prioritizing three initiatives:

◾ our reprice, shift, and add new product strategy,

◾ achieving expense savings, while enhancing the customer experience, and

◾ maintaining a strong balance sheet to maximize our ability to grow operating earnings.

Our full year results for 2021 included the following highlights:

◾ Solid underlying business performance with $19.2 billion in revenues;

◾ Strong growth in net income and adjusted operating income;

◾ Over $1.4 billion returned to shareholders through share repurchases and dividends;

◾ A 20-basis point improvement in the expense ratio for 2021;

◾ The introduction of our new expense savings program, the Spark Initiative, which is expected to provide an upside opportunity to our outlook for EPS growth; and

◾ One-year total shareholder return that significantly outperformed the total shareholder return for the S&P 500 Index and our four-digit GICS Life & Health Insurance peers in 2021.

LOGO

For more information on our 2021 performance, see “Compensation Discussion & Analysis – Executive Summary.”

4 Lincoln National Corporation 2022 Proxy Statement

Proxy Summary

Commitment to corporate social responsibility, sustainability and diversity, equity and inclusion

During 2021, we continued to be recognized for our good corporate citizenship and dedication to diversity, equity and inclusion (“DE&I”), as demonstrated by, among other accolades, our inclusion on major sustainability indices, including Dow Jones Sustainability North America and FTSE4Good, our 100 percent scores on the Corporate Equality Index and the Disability Equality Index, and our ranking among Newsweek’s 2021 America’s Most Responsible Companies. In addition, in the first quarter of 2022, we were included for the first time in the Bloomberg Gender-Equality Index and were recognized by Ethisphere as one of its 2022 World’s Most Ethical Companies.

LOGO

During 2021, we continued to reduce ongoing energy usage across Lincoln’s facilities and operations and introduced new goals for reducing greenhouse gas emissions by 2025. This aligns with the science-based targets methodology for reducing direct emissions. Our targets are consistent with the international Paris Agreement’s goal to limit global temperatures from rising more than 1.5 degrees Celsius compared to preindustrial levels. Additionally, we enhanced our sustainability disclosures by reporting for the first time indices aligned to the Task Force for Climate-Related Financial Disclosure (“TCFD”) framework and the Sustainability Accounting Standards Board (“SASB”) reporting standards. Our 2020 Corporate Social Responsibility Report also included disclosure on our diversity statistics for our employees, including the breakdown of our workforce by gender, race, and ethnicity in our 2020 Human Capital Diversity Update, which includes our Equal Employment Opportunity-1 (“EEO-1”) Report. Our 2020 Corporate Social Responsibility Report can be found on our website at www.LincolnFinancial.com.

DE&I are intrinsic to Lincoln’s culture. In 2020, we expanded our strategy to include an eight-part action plan focused on actions to advance racial equity. As part of this plan, we accomplished the following actions during 2021:

◾

tied senior leaders’ compensation to DE&I objectives (as discussed further below);

◾

focused on increasing minority leadership representation at the officer level by 50% over the course of three years, with a special focus on the Black officer population;

◾

implemented sustainable and integrated practices in recruiting retention and development to increase Black populations, such as hiring dedicated diversity-focused recruiters;

◾

expanded the Company’s DE&I function to continue to support enterprise-wide and business-specific efforts;

◾

continued conversations about race across the organization;

◾

established our network of Black financial advisors and planners through launching the African-American financial advisors network;

◾

preserved the history of the Black experience through a $1 million contribution to The HistoryMakers, a non-profit institution committed to preserving and making accessible the untold personal stories of African Americans; and

◾

expanded the Lincoln Financial Foundation’s support to Black communities by giving to nonprofits with demonstrated success in advancing Black communities and engaging with leading philanthropic membership organizations.

For information on Board oversight of corporate social responsibility, sustainability and DE&I, see “Governance of the Company – Board’s Role in Risk Oversight.”

Lincoln National Corporation 2022 Proxy Statement 5

Proxy Summary

2021 Shareholder Engagement and Response to Feedback

During 2021, we once again expanded our proactive shareholder engagement program, which complements the ongoing dialogue throughout the year among our shareholders, CEO, CFO and Investor Relations team on financial and strategic performance. In the fall of 2021, we reached out to investors representing over 56% of our shares outstanding, and engaged with investors representing over 42% of our outstanding shares, which included participation by the Chair of our Corporate Governance Committee in select conversations. The engagement involved discussions on executive compensation as well as various other topics, including board refreshment and composition, our CEO succession plans, DE&I efforts and other areas of focus for our shareholders regarding environmental and social practices and disclosures. The feedback from these meetings was shared with the Compensation Committee and the Corporate Governance Committee, as well as the full Board, and strongly informed the Compensation Committee’s decisions with respect to certain elements of our 2022 compensation program and enhancements that were made to this proxy statement to further improve clarity and transparency. For more information about our 2021 shareholder engagement and response to shareholder feedback, see “Compensation Discussion & Analysis – Executive Summary.”

Governance Highlights

Sound governance is important to our Board, which regularly evaluates and implements policies that reflect corporate governance and compensation best practices. Some of these practices are:

◾

Independent Chair of Board or Lead Independent Director

◾

An overwhelmingly independent Board (11 of 13 director nominees)

◾

All Audit, Compensation, Corporate Governance, and Finance Committee members are independent

◾

Annual election of all directors

◾

Majority voting standard for election of directors with director resignation policy for directors in uncontested elections

◾

Independent directors meet regularly in executive session

◾

Annual Board, Committee and individual director evaluations

◾

Shareholder right to call special meetings (10% ownership threshold)

◾

“Proxy access” rights to holders owning at least 3% of outstanding shares for 3 years

◾

Proactive annual shareholder engagement program

◾

No super majority voting provisions in Restated Articles of Incorporation and Bylaws

◾

Robust stock ownership guidelines for directors and executive officers

◾

Prohibition on pledging, hedging and speculation in our securities

◾

Executive compensation program strongly links pay and performance

◾

Caps on awards under annual and long-term incentive programs

◾

No repricing or exchange of underwater stock options without shareholder approval

◾

Clawback provisions on equity awards

◾

Double-trigger vesting provisions for equity awards following a change of control

◾

No tax-gross-up provisions upon a change of control

◾

No employment agreements

◾

Limited perquisites for executive officers

6 Lincoln National Corporation 2022 Proxy Statement

Proxy Summary

2021 Executive Compensation Highlights

The key objectives of our executive compensation program are to:

◾

Pay compensation that varies based on performance

◾

Motivate our executives to increase profitability and shareholder return

◾

Attract and retain key executive talent, as this is critical to our success

We are asking you to cast an advisory, nonbinding vote to approve compensation awarded for 2021 to our named executive officers (“NEOs”) — our chief executive officer (“CEO”), chief financial officer (“CFO”), and three additional most highly paid executive officers as set forth on the first page of “Compensation Discussion & Analysis.”

Pay for Performance

We seek to align pay and performance by making a significant portion of our NEOs’ compensation dependent on:

◾

achieving specific annual and long-term strategic and financial goals; and

◾

increasing shareholder value.

2021 Pay Mix. NEO compensation is weighted toward variable compensation (annual and long-term incentives, or AIP and LTI), which is at risk because the actual amounts earned could differ from targeted amounts based on corporate and individual performance. As the following charts show, the vast majority of our CEO’s and other NEOs’ target direct compensation for 2021 could vary significantly based on company performance, including stock price performance, and is at risk.

LOGO

Note, the amounts in these graphs are shown at target and therefore will not match the values reflected in the Summary Compensation Table in “Executive Compensation Tables.” Percentages may not total to 100% due to rounding.

Lincoln National Corporation 2022 Proxy Statement 7

Proxy Summary

2021 CEO Target Compensation and Increased Focus on PSAs in LTI Mix. For 2021, our CEO did not receive a pay increase and his target direct compensation has remained at the same level since 2019. In addition, for 2021, the Compensation Committee increased the alignment of CEO compensation with Company performance and shareholder interests by adjusting our CEO’s LTI equity award mix to decrease the percentage of equity granted as stock options (“Options”) from 30% to 20% and, for the second year in a row, increase the percentage granted as performance share awards (“PSAs”), from 40% to 50%, consistent with our fundamental pay for performance philosophy. A comparison of the 2020 and 2021 CEO LTI equity award mix (Options, PSAs and restricted stock units (“RSUs”)) is shown below.

LOGO

2021 LTI DE&I Modifier. A DE&I goal related to growing minority representation at the Company’s officer level has been added as a new performance measure for the LTI program beginning with the 2021-2023 performance cycle. The performance measure, which applies to all program participants that receive PSAs, will act as a modifier that is applied after the results for the two other LTI performance measures have been calculated. For more information, see “Compensation Discussion & Analysis.”

For additional details about our executive compensation programs and our NEOs’ fiscal year 2021 compensation, see “Compensation Discussion & Analysis” and “Executive Compensation Tables.”

Looking Forward

With respect to 2022 compensation:

◾

The Compensation Committee approved the following target direct compensation for Ms. Cooper effective upon her succession to the role of President and CEO:

–

an annual cash base salary of $1,125,000,

–

an AIP target of 225% of her base salary, and

–

an LTI target of 575% of her base salary.

The Compensation Committee determined Ms. Cooper’s total target direct compensation as CEO for 2022 in August 2021, based on an evaluation of peer group and market data as well as other factors, including that she is new to the CEO role and the philosophy that recently promoted executives should have their initial compensation targeted below median market rates.

8 Lincoln National Corporation 2022 Proxy Statement

Proxy Summary

The 2022 LTI equity award mix for both our incoming and outgoing CEOs will be comprised of 60% PSAs. Set forth below is a comparison of the 2021 CEO LTI equity award mix for Mr. Glass and the 2022 CEO LTI equity award mix for Ms. Cooper, which reflects the increase in the percentage of equity granted as PSAs from 50% to 60%.

◾

In addition, the Compensation Committee adjusted the LTI equity award mix for each of our other NEOs for 2022 to increase to 50% the percentage of equity granted as PSAs. A comparison of the 2021 and 2022 LTI equity award mix for our NEOs other than our CEO is shown below.

◾

For the second year in a row, the Compensation Committee approved a modifier based on DE&I goals for our LTI program. The DE&I goals for the 2022-2024 performance cycle build on the goals established for the 2021-2023 performance cycle, and the modifier, when applied after the results for the other 2022-2024 LTI performance measures have been calculated, could increase or decrease the LTI payout by up to 16%.

Lincoln National Corporation 2022 Proxy Statement 9

Governance ◾ Board Structure and Leadership

Proxy Statement

Annual Meeting of Shareholders | May 27, 2022

The Board of Directors (the “Board”) of Lincoln National Corporation (the “Company,” “we,” “us,” “LNC” or “Lincoln”) is soliciting proxies in connection with the proposals to be voted on at the 2022 Annual Meeting of Shareholders, which will be held beginning at 9:00 a.m. EDT on Friday, May 27, 2022, at The Ritz-Carlton Hotel, 10 Avenue of the Arts, Philadelphia, Pennsylvania 19102. This proxy statement and a proxy card or a notice of internet availability were sent to our shareholders on or about April 14, 2022. When we refer to our 2022 Annual Meeting of Shareholders (the “Meeting” or the “Annual Meeting”), we are also referring to any meeting that results from an adjournment of the Annual Meeting.

Governance of the Company

Integrity, respect and responsibility are not just guiding principles for us. They unify and inspire us to help people to take charge of their lives. Our Board is responsible for directing and overseeing the management of the Company’s business in the best interests of our shareholders and our many other stakeholders and consistent with good corporate citizenship. In carrying out its responsibilities, the Board provides oversight for the process of selecting and monitoring the performance of senior management, provides oversight for financial reporting and legal and regulatory compliance, determines the Company’s governance guidelines, and implements its governance policies. The Board, together with management, is responsible for establishing our values and code of conduct and for setting the Company’s strategic direction and priorities.

Board Structure and Leadership

Our Board currently has twelve members, eleven of whom are non-employees, or outside directors. The Board will increase to thirteen members after the Annual Meeting. The Board has determined that all eleven outside director nominees are independent, as discussed below.

The Board has no set policy requiring separation of the offices of CEO and Chair of the Board (“Chair”). It believes that the decision on whether or not to separate these roles should be part of the regular succession planning process and be made based on the best interests of the Company at the given time. Moreover, the Board believes in the importance of strong independent leadership on the Board. As such, the Board has implemented an independent Lead Director (“Lead Independent Director”) structure. Our Corporate Governance Guidelines require that the Board designate a Lead Independent Director with clearly delineated and comprehensive duties if the positions of Chair and CEO are combined or if the Chair is not otherwise independent. During our engagement with many of our largest shareholders over the past few years, many investors have expressed support for the Board’s position to retain flexibility to select the most appropriate board leadership structure.

In accordance with our governing documents, the CEO is responsible for setting the Company’s performance and strategic direction and for day-to-day leadership, while the duties of the Lead Independent Director (or independent non-executive Chair, as the case may be) include, but are not limited to, the following functions:

◾

Preside over meetings of the Board when the Chair of the Board is not available, chair regularly scheduled sessions of the outside directors and executive sessions of the independent directors, and communicate feedback to the CEO following executive sessions;

◾

Call additional meetings of the independent directors;

◾

At the standing invitation of the Board’s committees, attend meetings of Board Committees on which the Lead Independent Director does not already sit;

◾

Be available to the CEO for consultation on issues of corporate importance which may involve Board action and in general be a resource to the CEO;

10 Lincoln National Corporation 2022 Proxy Statement

Board Structure and Leadership ◾ Governance

◾

For each Board meeting, review and approve Board meeting agendas and schedules and add agenda items in his or her discretion;

◾

For each Board meeting, have the opportunity to review, revise and approve Board meeting materials for distribution to and consideration by the Board;

◾

Refer and defer to appropriate Board committee chairs all matters within the scope of such committees as set forth in the respective committee charters;

◾

Be a key communicator, along with committee chairs, between the directors and the CEO on matters deemed appropriate by the Board;

◾

Be available to independent directors for discussion of Board issues or other matters;

◾

Be available for consultation or direct communication with major shareholders, as appropriate;

◾

Assist with and communicate the results of the Board’s evaluation of the CEO;

◾

In the event of the incapacitation of the CEO, call a meeting of directors to consider what action is appropriate, including the possible election of an acting CEO or a new CEO; and

◾

Perform such other duties and responsibilities as the Board may determine from time to time.

The Board elects its Chair annually, and, since 2007, our Board has opted to elect an independent director to serve as Board Chair. In August 2021, as part of the consideration and approval of our CEO succession plan, the Board decided to elect our outgoing CEO, Dennis Glass, to serve as Chair, and independent director Dr. William H. Cunningham to serve as Lead Independent Director beginning after the 2022 Annual Meeting. Ellen Cooper, the incoming CEO, will serve as a director but not as Chair. The Board believes that having Mr. Glass serve in the role of Chair for a period of time following the CEO transition will help provide for continuity for shareholders and employees alike.

Lincoln National Corporation 2022 Proxy Statement 11

Governance ◾ Board’s Role in Risk Oversight

Board’s Role in Risk Oversight

Enterprise risk management is an integral part of our business processes. Senior management is primarily responsible for establishing policies and procedures designed to assess and manage the Company’s significant risks. We also have a Corporate Enterprise Risk and Capital Committee, made up of members of senior management and the Chief Risk Officer, which provides oversight of our enterprise-wide risk structure and of our processes to identify, measure, monitor and manage significant risks, including credit, market and operating risk. The Board’s role is regular oversight of the overall risk management process, including reviews of operational, financial, legal and regulatory, cybersecurity, compensation, strategic and competitive risks. The Board reviews the most significant risks the Company faces and the manner in which our executives manage these risks, which, since 2020, has involved oversight of the Company’s response to the risks related to the COVID-19 pandemic. The Board has also delegated certain of its risk oversight efforts to its committees, as shown below. This structure enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. We believe that our Lead Independent Director structure supports the Board’s oversight role.

Board and Committees: Areas of Risk Oversight

Full Board

◾

Strategy

◾

Operations

◾

Competition

◾

Financial strategies and transactions

Audit

◾

Enterprise risk management efforts

◾

Financial statements

◾

Financial reporting process

◾

Accounting and audit matters

◾

Legal, compliance and regulatory matters

◾

Cybersecurity

Compensation

◾

Compensation policies and practices

◾

Executive incentive compensation and stock ownership

◾

Executive retention and succession planning

Corporate Governance

◾

Board governance

◾

Director succession and refreshment planning

◾

Sustainability (including climate) and corporate social responsibility

Finance

◾

Investment policies, strategies and guidelines

◾

Capital management and structure

◾

Financial plan

Board Oversight of ESG Risks and DE&I

Our commitment to sustainability is formalized through Board and senior management oversight. The Corporate Governance Committee provides oversight of our governance, sustainability and corporate social responsibility strategy. As part of its oversight of the enterprise risk management function, our Audit Committee provides oversight of risks, which can include environmental, social and governance (“ESG”) risks, including climate risk. Our Office of Corporate Social Responsibility and Enterprise Risk Management team work together to screen for environmental risks across the enterprise through the Enterprise Risk Self-Assessment process. In addition, our Chief Sustainability Officer reports to the Corporate Governance Committee at least twice annually about ESG risks and opportunities, and collaborates with business units and functional areas to develop strategies, determine priorities, address issues and integrate ESG strategies aligned with the business. Since 2012, we have also had a Sustainability Advisory Group, which is a cross-functional team comprised of senior managers at the Company that meets quarterly with our Chief Sustainability Officer and team to consider market developments, societal trends and the potential impact, risk and opportunity for the company related to identified issues.

Our Board of Directors also provides executive oversight of stated priorities, progress and strategic plans to support DE&I across the enterprise, receiving executive management reports on a quarterly basis.

See “Proxy Summary” for more information on our commitment to corporate social responsibility, sustainability and DE&I.

12 Lincoln National Corporation 2022 Proxy Statement

Our Corporate Governance Guidelines ◾ Governance

Our Corporate Governance Guidelines

The Board’s Corporate Governance Guidelines (the “Guidelines”) provide a framework for effective corporate governance and set expectations for how the Board should perform its functions. The Guidelines include the following key principles:

◾	A majority of our Board must at all times be “independent” as defined by Securities and Exchange Commission (“SEC”) rules and New York Stock Exchange (“NYSE”) listing standards.

◾	Our independent directors must meet in executive session at least once a year, with no members of management present. Our outside directors, all of whom are independent, meet in connection with each regularly scheduled Board meeting and at any other times they may choose.

◾	Only independent directors may serve on the Audit, Compensation, Corporate Governance and Finance Committees.

◾	The written charters of the Audit, Compensation, and Corporate Governance Committees comply with the NYSE’s listing standards and are reviewed at least once each year.

◾	Our Board conducts an annual review of the performance of the Board and the Audit, Compensation, Corporate Governance, and Finance Committees. Our directors also conduct an annual review of their individual performance.

◾	Our Board elects its Chair annually and, if it has not elected an independent Chair, designates a Lead Independent Director from among the Company’s independent directors who is empowered with the same functions.

◾

We have adopted a Code of Conduct, available on our website at www.LincolnFinancial.com, which includes our “code of ethics” for purposes of SEC rules and our “code of business conduct and ethics” for purposes of the NYSE listing standards. The Code of Conduct applies to, among others, our directors and our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We will disclose amendments to or waivers from a required provision of the Code of Conduct that applies to our directors or executive officers by including such information on our website.

The full texts of our Guidelines and committee charters are available on the Corporate Governance page of our website at www.LincolnFinancial.com.

Lincoln National Corporation 2022 Proxy Statement 13

Governance ◾ Our Corporate Governance Guidelines

ISG Corporate Governance Framework

We also follow the Investor Stewardship Group’s (ISG) Corporate Governance Framework for U.S. Listed Companies. The ISG Principles and our corresponding practices are as follows:


Principle 1: Boards are accountable to shareholders	◾	All Directors are elected annually by a majority of votes cast
	◾	We have proxy access with market terms
	◾	We have robust corporate governance disclosures
	◾	We have responded to all shareholder proposals that received majority support
Principle 2: Shareholders should be entitled to voting rights in line with their economic interest	◾ ◾	Each shareholder gets one vote per share on all matters We have majority voting in uncontested director elections, and directors not receiving majority support must tender their resignation for consideration by the Board
	◾ ◾


Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives	◾	We have a robust shareholder engagement program to discuss our business, corporate governance, executive compensation, and sustainability and DE&I efforts
	◾	In 2021, we reached out to institutional investors representing over 56% of our shares outstanding, and engaged with investors representing over 42% of our outstanding shares
	◾	Our Board considers the feedback received from shareholder engagement when structuring governance, compensation, and sustainability practices

Principle 4: Boards should have a strong independent leadership structure	◾	The current Chair of the Board, and incoming Lead Independent Director, is an independent, non-executive Director with a robust oversight role that has clearly defined duties that are disclosed to shareholders
	◾	Each Committee of the Board is chaired by an independent Director
	◾	The Board leadership structure is considered at least annually

Principle 5: Boards should adopt structures and practices that enhance their effectiveness	◾	Eleven of our thirteen director nominees are independent
	◾	The Board has taken actions to refresh its membership, with five new independent directors added in the past six years
	◾	Each Committee of the Board has an extensive detailed charter outlining the Committee’s duties and responsibilities
	◾	Board members have complete access to Company officers and counsel and may retain outside counsel, financial or other advisors as the Board deems appropriate
	◾	Board, Committee and individual director evaluations are conducted annually by an independent third party, as further discussed in the proxy statement
	◾	The number of public company boards on which a Director may serve is limited in order to ensure sufficient time to dedicate to Board duties

Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company	◾	The Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies that further short- and long-term strategic objectives

14 Lincoln National Corporation 2022 Proxy Statement

Director Independence ◾ Governance

Director Independence

Under our Guidelines, a majority of our directors must at all times be “independent” and meet the NYSE listing standards regarding independence as incorporated in our Guidelines. Among other things, these standards require the Board to determine that our independent directors have no material relationship with Lincoln other than as directors.

Applying these standards, the Corporate Governance Committee and the Board have reviewed the independence of each director and director nominee and the Board has determined that:

◾

Directors Connelly, Cunningham, Davis, Johnson, Kelly, Lachman, LeFebvre, Liang, Mee, Pittard and Utter are independent.

◾

All members of the Audit, Compensation, Corporate Governance and Finance Committees are independent under the applicable standards.

In conducting its independence review, the Board will consider, among other things, transactions and relationships between each outside director (or any member of his or her immediate family) and us or our subsidiaries and affiliates. The Board takes into account that in the ordinary course of business, we conduct transactions with companies at which some of our directors are or have been directors, employees or officers. Transactions that are in the ordinary course of business on terms substantially equivalent to those prevailing at the time for comparable transactions and that fall below the threshold levels set forth in our independence standards do not impact a director’s independence under our standards.

Director Nomination Process

Under our Guidelines, the Board is responsible for selecting its nominees. The Corporate Governance Committee is charged with:

◾	Identifying the competencies appropriate for the Board

◾	Identifying which, if any, of those competencies may be missing or underrepresented on the current Board

◾	Identifying individuals with appropriate qualifications and attributes

◾	Recommending to the Board the director nominees for the next annual meeting of shareholders

Director Qualifications

The Corporate Governance Committee reviews with the Board the appropriate skills and characteristics required of directors in the context of the Board’s current makeup and each director nominee’s ability to oversee the Company’s strategies and risks. In addition to considering a candidate’s background, experience and professional accomplishments, the Board looks for individuals with, among other attributes, integrity, business acumen, specific skills (such as an understanding of marketing, finance, accounting, regulation and public policy), and a commitment to our shared values.

In addition, although the Board does not have a formal diversity policy, our Guidelines specify that the Corporate Governance Committee should consider diversity in the director identification and nomination process. As a result, the Corporate Governance Committee seeks nominees with a broad diversity of backgrounds, experiences, professions, education and differences in viewpoints and skills in addition to diversity of gender, race and ethnicity. Its goal is to ensure that the directors, as a group, provide a substantive blend of experience, knowledge and ability that enables the Board to fulfill its responsibilities in a constructive environment. In the annual evaluation of the Board and committees, the Board considers whether the members of the Board reflect such diversity and whether such diversity contributes to a constructive environment.

As set forth in our Guidelines, Board refreshment over time is critical to ensuring that the Board as a whole maintains the appropriate balance of tenure, diversity, skills and experience needed to provide effective oversight in light of the Company’s current and long-term strategic needs. The Board does not believe that arbitrary term limits for directors based on age or years of service are appropriate, as they can result in the Company losing the valuable contribution of directors who have over time developed increased insight into the Company and its operations. The Company benefits from a mix of these experienced directors with a deep understanding of the Company and newer directors who bring fresh perspectives. However, a director’s service should not outlast his or her ability to contribute, and consequently the Board does not believe that directors should expect to be renominated continually. Each director’s continued tenure is reconsidered annually, taking into account the results of the Board’s annual self-evaluation, annual individual director peer evaluations, results of voting by shareholders in annual director elections and the Company’s needs.

Lincoln National Corporation 2022 Proxy Statement 15

Governance ◾ Annual Board, Committee and Individual Director Evaluations

The Board regularly evaluates the need for Board refreshment and has retained an outside search firm to identify and evaluate potential director candidates. Five new diverse independent directors have been added to our Board in the past six years. The Board will continue to review its composition and structure, balancing the need for continuity and experience with fresh ideas and perspectives.

Director Nominee Selection Process

The Corporate Governance Committee begins the nomination process each year by deciding whether to renominate current directors, as all directors are up annually for nomination and election by our shareholders. This includes an individual assessment of each director who will be up for reelection the following year. The Corporate Governance Committee then reviews the results of the individual director assessments and considers for renomination those Board members whose skills and experience continue to be relevant to our business and whose performance for the most recent term has also been favorably assessed.

When identifying potential director candidates — whether to replace a director who has retired or resigned or to expand the Board to gain additional capabilities — the Corporate Governance Committee determines the skills, experience and other characteristics that a potential nominee should possess (in light of the composition and needs of the Board and its committees, including whether or not the nominee would be considered “independent” under SEC rules and NYSE listing standards) and seeks candidates with those qualifications. The Committee is also assisted in identifying potential candidates by an independent third-party search firm that recommends potential director candidates who meet the Board’s stated requirements.

Although not required to do so, the Corporate Governance Committee may consider candidates proposed by our directors or our management and has also retained an outside firm to help identify and evaluate potential nominees. The Corporate Governance Committee will also consider nominations from shareholders. Such nominations must be submitted in writing to our Corporate Secretary at our principal executive office, and must include the same information that would be required for a candidate to be nominated by a shareholder at a meeting of shareholders as described under “General Information – Shareholder Proposals for the 2023 Annual Meeting” and in our Amended and Restated Bylaws (“bylaws”), which can be found on our website at www.LincolnFinancial.com. Any such recommendation for next year’s director slate must be received by the Corporate Secretary no earlier than January 27, 2023, nor later than February 26, 2023.

Our proxy access bylaws permit a shareholder, (or a group of up to 20 shareholders) owning shares of our outstanding common stock representing at least 3% of the votes entitled to be cast on the election of directors, to nominate and include in our proxy materials director candidates constituting up to 20% of the Board. The nominating shareholder or group of shareholders must have owned their shares continuously for at least three years, and the nominating shareholder(s) and nominee(s) must satisfy other requirements specified in our bylaws.

If the Corporate Governance Committee determines that it should conduct a full evaluation of a prospective candidate, including an interview, one or more members of the Corporate Governance Committee will do so, and other directors may be asked to interview the candidate as well. Upon completing the evaluation and the interview, the Corporate Governance Committee recommends to the Board whether to nominate the candidate.

The nominee evaluation process is the same whether the nomination comes from a Board member, management or a shareholder. If the Corporate Governance Committee recommends a shareholder nominee to the Board, the Board may — as with any nominee — either accept or reject the recommendation.

Annual Board, Committee and Individual Director Evaluations

Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Accordingly, every year, our Corporate Governance Committee oversees a Board, Committee and individual director evaluation process, which is designed to elicit feedback and recommendations from the directors that will improve the effectiveness of the Board.

16 Lincoln National Corporation 2022 Proxy Statement

Shareholder Engagement and Response to Feedback ◾ Governance

In general, our Board evaluations cover a variety of topics, including the Company’s strategy, financial performance, risk management and succession planning, as well as:

◾

Board and committee composition, including skills, background and experience;

◾

Board understanding of, and effectiveness in overseeing, its responsibilities;

◾

Satisfaction with director performance, including that of Board and committee chairs in those positions;

◾

Board and committee information needs and quality of materials presented;

◾

Areas where the Board and committees should increase their focus;

◾

Satisfaction with the Board schedule, agendas, topics and encouragement of open discussion;

◾

Satisfaction with committee structure and composition; and

◾

Access to management, experts and internal and external resources.

Each year, the Corporate Governance Committee reexamines the evaluation process to ensure that the process allows directors the opportunity to provide actionable feedback on the functioning of the Board as a whole as well as the performance of individual directors. Since 2019, the Corporate Governance Committee has engaged an independent third party to conduct the annual self-evaluations to gain a different perspective and encourage even more candid participation and feedback. The Corporate Governance Committee plans to continue to use an independent third party for the evaluations going forward.

In 2021, the independent third party conducted individual interviews with each director, covering the topics discussed above, and, after aggregating and summarizing the responses, delivered a report to the Corporate Governance Committee highlighting comments and areas of future focus. Responses were not attributed to specific Board or Committee members to promote candor. Our Chair shared the report with the full Board and discussed the results of the Board and Committee evaluations with the full Board during executive session.

Each director also participates in an annual individual director peer evaluation through which the director assesses the performance of and provides feedback on his or her fellow directors. The peer evaluations were also conducted by the independent third party for 2021. As discussed above, the Corporate Governance Committee reviews the results of these individual director assessments, as well as of the Board Committee evaluation results, when considering each director’s continued service on the Board.

Shareholder Engagement and Response to Feedback

We appreciate and value the views and insights of our shareholders. As a result of the continued year-over-year decrease in say on pay support at our 2021 Annual Meeting, during 2021 we once again expanded our ongoing, proactive shareholder engagement program. This program complements the ongoing dialogue throughout the year among our shareholders, CEO, CFO and Investor Relations team on financial and strategic performance. Our engagement program is designed to reach out to our shareholders and hear their perspectives about issues that are important to them, both generally and with regard to the Company, and gather feedback. We believe this engagement program promotes transparency between our Board and our shareholders and builds informed and productive relationships. In the fall of 2021, we reached out to investors representing over 56% of our shares outstanding, and engaged with investors representing over 42% of our outstanding shares, which included participation by the Chair of our Corporate Governance Committee in select conversations. For more information about our 2021 shareholder engagement and response to shareholder feedback, see “Compensation Discussion & Analysis – Executive Summary.”

The Company has a history of being responsive to shareholder feedback. In addition to our most recent actions related to compensation discussed in “Compensation Discussion & Analysis,” in the past few years we have also taken the following actions in response to shareholder feedback:

◾

In 2021, we increased the size of the performance-based component of our CEO’s LTI mix to 50% and maintained his compensation flat with prior-year levels, added disclosure to our proxy statement regarding the gender and ethnic/racial diversity of our Board, and added disclosure to our 2020 Corporate Social Responsibility Report, including our EEO-1 report and indices aligned to the TCFD framework and SASB reporting standards;

◾

In 2020, we increased the size of the performance-based component of our CEO’s LTI mix to 40% and maintained his compensation flat with prior-year levels;

Lincoln National Corporation 2022 Proxy Statement 17

Governance ◾ Board and Committee Meetings

◾

In 2019, we made available on our website and in our 2018 Corporate Social Responsibility Report a gender pay equity statement; and

◾

in 2018, based in part on feedback received, the Board took action to amend the Company’s bylaws to reduce to 10% the percentage of outstanding stock required for shareholders to call a special meeting.

Board and Committee Meetings

The Board met six times during 2021, and each director attended 75% or more of the aggregate of: (1) the total number of Board meetings and (2) the total number of meetings held by committees on which he or she served.

Although the Board does not have a formal policy that requires directors to attend our Annual Meeting of Shareholders, directors are encouraged to attend. All of the Company’s directors attended the 2021 Annual Meeting.

Board Committees

The Board has six standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance Committee, the Executive Committee, the Finance Committee, and the Committee on Corporate Action. The table below lists the directors who currently serve on these committees and the number of meetings each committee held during 2021. The Audit, Compensation, Corporate Governance, and Finance Committees conduct self-evaluations of their committee’s performance each year.

Current Committee Membership and Meetings Held During 2021 (C=Chair M=Member)

Audit

Compensation

Corporate

Governance

Executive

Finance

Corporate

Action¹

Deirdre P. Connelly

William H. Cunningham

Reginald E. Davis

Dennis R. Glass

Eric G. Johnson

Gary C. Kelly

M. Leanne Lachman

Dale LeFebvre

Janet Liang

Michael F. Mee

Patrick S. Pittard

Lynn M. Utter

Number of Meetings in 2021

—

⬛ Shaded cells denote committee chair.

¹	The Committee on Corporate Action takes all action by the unanimous written consent of the sole member of that Committee, and there were 15 such consents in 2021.

The functions and responsibilities of our Board’s standing committees are described on the following pages. Charters for the Audit, Compensation, Corporate Governance, Executive, and Finance Committees are available on the Corporate Governance page of our website at www.LincolnFinancial.com.

18 Lincoln National Corporation 2022 Proxy Statement

Board Committees ◾ Governance

Audit Committee

Chair: Lachman

Members: Connelly, Davis, Kelly and LeFebvre

The primary function of the Audit Committee is oversight, including risk oversight. This includes:

◾

assisting the Board in oversight of: (1) the integrity of our financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent auditor’s qualifications and independence; (4) the performance of our general auditor and independent auditor; (5) our risk assessment and risk management policies and processes; and (6) our policies regarding information technology security and protection from cyber risks

◾

hiring, firing, and evaluating the performance of the independent auditors and approving their compensation and all of their engagements

◾

discussing the timing and process for implementing the rotation of the lead audit partner

◾

discussing our annual and quarterly consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our SEC filings and annual report to shareholders

◾

inquiring about significant risks and exposures, if any, and reviewing and assessing the steps taken to monitor and manage them

◾

reviewing and discussing the risk policies and procedures adopted by management, and the implementation of these policies

◾

reviewing the qualifications and backgrounds of senior risk officers

◾

preparing the report required for inclusion in our annual proxy statement

◾

overseeing procedures for handling complaints regarding accounting, internal auditing controls or auditing matters and for the confidential, anonymous submission of employee concerns regarding questionable accounting or auditing matters

◾

consulting with management before the appointment or replacement of the internal auditor

◾

reporting the Audit Committee’s activities to the Board on a regular basis and making any recommendations to the Board that the Audit Committee deems appropriate

The Board has determined that three of its Audit Committee members, Reginald E. Davis, Gary C. Kelly and Dale LeFebvre, qualify to be named as “audit committee financial experts” under SEC rules. The Audit Committee may obtain advice and assistance from internal or external legal, accounting or other advisers.

More information regarding the Audit Committee, including the Audit Committee Report, can be found under “Ratification of Appointment of Independent Registered Public Accounting Firm.”

Lincoln National Corporation 2022 Proxy Statement 19

Governance ◾ Board Committees

Compensation Committee

Chair: Pittard

Members: Cunningham, Johnson, Liang and Mee

The principal functions of the Compensation Committee include:

◾

establishing our general compensation philosophy in consultation with the compensation consultant and senior management

◾

ensuring that succession plans are in place for the CEO and other executive officers

◾

reviewing and approving corporate goals and objectives for the CEO and executive officers’ compensation

◾

evaluating the CEO’s performance and setting the CEO’s compensation level based on this evaluation

◾

evaluating annually whether the Company’s compensation programs create unnecessary risks that could harm the Company

◾

reviewing with management the Compensation Discussion & Analysis to be included in the proxy statement

◾

reviewing and approving the strategies, policies and programs related to the compensation of our executive officers and other key personnel

◾

making recommendations to the Board regarding incentive compensation and equity-based plans, and approving all grants and awards to executive officers under such plans

◾

approving employment and severance agreements for executive officers

◾

approving certain employee benefit and executive compensation plans and programs, and changes to such plans and programs

◾

reporting the Compensation Committee’s activities to the Board on a regular basis and making any recommendations the Compensation Committee deems appropriate

The Compensation Committee may retain or obtain advice on executive compensation-related matters from a compensation consultant, outside legal counsel or other adviser. The committee is directly responsible for appointing, compensating and overseeing the work of any such advisers and must consider certain independence factors before hiring them. More information concerning the Compensation Committee, including the role of its compensation consultant and our executive officers in determining or recommending the amount or form of executive compensation, can be found in “Compensation Discussion & Analysis.”

20 Lincoln National Corporation 2022 Proxy Statement

Board Committees ◾ Governance

Corporate Governance Committee

Chair: Connelly

Members: Cunningham, Davis, Johnson, LeFebvre and Utter

The principal functions of the Corporate Governance Committee include:

◾	identifying individuals qualified to become Board members

◾	making recommendations to the Board regarding the compensation program for directors

◾	recommending to the Board nominees for director (including those recommended by shareholders in accordance with our bylaws)

◾	making recommendations to the Board regarding the size of the Board and the membership, size, structure and function of its committees

◾	developing and recommending to the Board standards for determining the independence of directors

◾	helping evaluate the Board and individual directors

◾	taking a leadership role in shaping our corporate governance and recommending to the Board the corporate governance principles applicable to us

◾	overseeing the Company’s strategy and reputation regarding sustainability and corporate social responsibility

◾	reporting the Corporate Governance Committee’s activities to the Board on a regular basis and making any recommendations the Corporate Governance Committee deems appropriate

The Corporate Governance Committee may hire and terminate search firms; approve any search firm’s fees and terms of retention; and seek advice and assistance from internal or external legal, accounting or other advisers.

Executive Committee

Chair: Cunningham

Members: Glass, Johnson and Mee

The principal function of the Executive Committee is to act for the Board, when necessary, between Board meetings. In such instances, the Executive Committee may act for the Board in managing and directing the Company’s business and affairs, except for matters expressly delegated to another committee or the full Board. The Executive Committee reports any actions it takes to the Board as soon as practicable.

Lincoln National Corporation 2022 Proxy Statement 21

Governance ◾ Board Committees

Finance Committee

Chair: Johnson

Members: Cunningham, Kelly, Liang, Mee and Utter

The principal functions of the Finance Committee include:

◾

reviewing and providing guidance to senior management with respect to:

–

our annual three-year financial plan

–

our capital structure, including issuance of securities by us or any of our affiliates, significant “off balance sheet” transactions, and our dividend and share repurchase strategies

–

our reinsurance strategies

–

proposed mergers, acquisitions, divestitures, joint ventures and other strategic investments

◾

reviewing our overall credit quality and credit ratings strategy

◾

reviewing the general account and our investment policies, strategies and guidelines

◾

reviewing our hedging program and the policies and procedures governing the use of financial instruments, including derivatives

◾

reviewing the funding adequacy of our qualified pension plans, including significant actuarial assumptions, investment policies and performance

◾

reporting the Finance Committee’s activities to the Board on a regular basis and making any recommendations the Finance Committee deems appropriate

The Finance Committee may seek advice and assistance from internal or external legal, accounting or other advisers.

Committee on Corporate Action

The Committee on Corporate Action was formed to delegate to the sole member, the CEO, the authority to take certain actions on behalf of the Board in accordance with limits set by the Board. The principal functions that have been delegated to the Committee on Corporate Action include:

◾

determining the pricing of the securities offered from our shelf registration statement, including all rates, payments, ratios, discounts and other financial measures related to the pricing of such securities

◾

appointing and removing certain classes of our officers as the Board may determine by resolution

◾

approving, as necessary, the underwriting agreement, form of security, and other transaction documents relating to the offering and sale of securities under our shelf registration statement

22 Lincoln National Corporation 2022 Proxy Statement

Director Orientation and Continuing Education ◾ Governance

Director Orientation and Continuing Education

Director education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our Company, including our business, strategy and governance. New directors participate in an orientation program with senior business and functional leaders from all areas of the Company, during which there is discussion of strategic priorities and key risks and opportunities. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the insurance and financial services industries, both from senior management and from experts outside of the Company, for example at our annual Board retreat. We also encourage directors to enroll in continuing education programs sponsored by third parties at our expense.

Communications with Directors

Shareholders and others who wish to communicate with the full Board or its outside (nonexecutive) directors may do so by sending a letter to either “The Board of Directors” or “The Outside Directors,” as appropriate, via email to:

independentdirectors@LFG.com

or by mail at our principal executive offices:

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA 19087

Attention: Office of the Corporate Secretary

Our Corporate Secretary receives and processes all communications and will refer applicable communications to the Chair. If a communication relates to possible violations of our Code of Conduct or contains concerns or complaints regarding our accounting, internal auditing controls, auditing matters, potential violations of securities laws or other related concerns, it will be referred to the Audit Committee, which has a policy for the receipt and treatment of such reports. The policy can be found on our website at www.LincolnFinancial.com.

You may communicate with the Board anonymously and/or confidentially. However, if you submit your communication anonymously, we will not be able to contact you in the event we require further information. Also, while we will attempt to preserve your confidentiality whenever possible, we cannot guarantee absolute confidentiality.

Lincoln National Corporation 2022 Proxy Statement 23

Item 1 | Election of Directors

Nominees for Director

Thirteen director nominees will be up for election at the 2022 Annual Meeting to hold office until the next annual meeting and until their respective successors are elected and qualified. Of the nominees standing for election, only Mr. Glass and Ms. Cooper are current officers of the Company, and Mr. Glass will be transitioning to the role of non-executive Chair immediately following the 2022 Annual Meeting. In addition to annual elections, our bylaws require our directors to be elected by a majority of votes cast in an uncontested election.

Each director nominee brings a strong background and set of skills to the Board, giving the Board as a whole expertise, diversity and experience in a wide variety of areas directly relevant to the oversight and implementation of the Company’s strategy. The Board believes that all of our director nominees have integrity and honesty and adhere to high ethical standards. They have also demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to serve the Company.

Unless you direct otherwise or specifically indicate that you wish to abstain from voting for one or more of the nominees on the proxy, your proxy will be voted for each of the nominees below. Each nominee except Ms. Cooper is a current director of the Company and has agreed to continue serving on the Board if elected. If any nominee is unable to serve as a director, proxies may be voted for another person designated by the Board.

LOGO

Age: 61

Director since: 2016

Chair, Corporate Governance

Committee

Member, Audit Committee

Deirdre P. Connelly

Retired President, North American Pharmaceuticals of GlaxoSmithKline

Career

Ms. Connelly was President, North American Pharmaceuticals of GlaxoSmithKline, a global pharmaceutical company, from 2009 until her retirement in 2015. Before that she served as President, U.S. Operations for Eli Lilly and Company from 2005 to 2009.

Qualifications

Substantial leadership experience and expertise as a senior executive of large publicly traded companies with global operations. She has extensive knowledge and expertise in strategy, operations, finance and capital management, brand marketing and product development.

Other public company boards

Macy’s, Inc., 2008–present.

Genmab A/S, 2017–present.

24 Lincoln National Corporation 2022 Proxy Statement

Nominees for Director ◾ Item 1 | Election of Directors


Age: 57 First-time Director Nominee		Ellen G. Cooper Current: Executive Vice President, Head of Enterprise Risk and Annuity Solutions, at Lincoln National Corporation Effective May 27, 2022: President and Chief Executive Officer of Lincoln National Corporation Career Ms. Cooper joined Lincoln National Corporation in 2012 as Executive Vice President and Chief Investment Officer, serving in that role through November 2021. In 2019, Ms. Cooper assumed the additional role of Head of Enterprise Risk, and since March 2021 she has also led the Company’s Annuity Solutions Group. Ms. Cooper will transition to the role of President and Chief Executive Officer after the Annual Meeting on May 27, 2022. Qualifications A seasoned executive with broad and deep life insurance industry experience, including the last decade with Lincoln. Ms. Cooper also has extensive experience in finance, investments, strategic planning, risk management and talent management and brings a deep knowledge of our company, its competitors, and its products. Other public company boards None.


		William H. Cunningham Professor at The University of Texas at Austin and James J. Bayless Chair for Free Enterprise at The University’s McCombs School of Business Career Mr. Cunningham has been a professor at The University of Texas since 2000. Before that he served as Chancellor and CEO of The University of Texas System, as President of The University of Texas at Austin and as Dean of the McCombs School of Business. Qualifications Substantial experience in accounting, marketing, finance and corporate governance, as well as experience leading a large public institution. Mr. Cunningham also has significant experience serving on public company boards, including over 20 years in our industry as a Director of Jefferson-Pilot Corporation, a public insurance company with whom we merged in 2006. Other public company boards John Hancock Mutual Funds, 1986–present. Southwest Airlines Co., 2000–present.




Age: 78 Director since: 2006 Non-Executive Chair of Board since 2009; Lead Independent Director beginning May 27, 2022 Chair, Executive Committee Member, Compensation, Corporate Governance and Finance Committees

Lincoln National Corporation 2022 Proxy Statement 25

Item 1 | Election of Directors ◾ Nominees for Director


Age: 59 Director since: 2020 Member, Audit and Corporate Governance Committees		Reginald E. Davis Executive Vice President and President of Banking, Flagstar Bank, FSB Career Mr. Davis has served as Executive Vice President and President of Banking at Flagstar Bank, FSB, since 2020. Prior to joining Flagstar Bank, Mr. Davis served as Executive Vice President and Head of Business Banking at SunTrust Bank (now Truist Bank) from 2012 to 2019. Prior to SunTrust, he served as President of Royal Bank of Canada’s U.S. banking operations and held executive level positions at Wachovia Bank (now Wells Fargo). Qualifications Over 35 years of financial services experience, including extensive consumer banking experience; substantial experience in consumer insights and technology/fintech, capital and risk management and talent management, including management of a distributed workforce and diversity and inclusion. Other public company boards None.


Age: 72 Director since: 2006 Member, Executive Committee		Dennis R. Glass Current: President and Chief Executive Officer of Lincoln National Corporation Effective May 27, 2022: Chair of the Board of Lincoln National Corporation Career Mr. Glass has served as our President since 2006 and our CEO since 2007. He is also President of, and serves on the boards of, our principal insurance subsidiaries. Before our merger with Jefferson-Pilot Corporation, Mr. Glass was President, CEO and a Director of that company. Mr. Glass will transition to the role of non-executive Chair of the Board after the Annual Meeting on May 27, 2022. Qualifications A seasoned executive who has served in executive-level positions in the insurance industry for over 35 years, Mr. Glass brings to his role as a Director a deep knowledge of our industry, our regulators, our competitors and our products. Other public company boards None in the past five years.

26 Lincoln National Corporation 2022 Proxy Statement

Nominees for Director ◾ Item 1 | Election of Directors

Age: 71

Director since: 1998

Chair, Finance Committee

Member, Compensation,
Corporate Governance and
Executive Committees

Eric G. Johnson

Chief Executive Officer of Baldwin Richardson Foods Company

Career

Since 1997, Mr. Johnson has served as CEO of Baldwin Richardson Foods Company, a privately held manufacturer of products for the food service industry. Mr. Johnson also served as President of Baldwin Richardson Foods from 1997 to 2020.

Qualifications

Extensive executive management skills; expertise in marketing, finance and the development and execution of corporate strategy; experience in mergers and acquisitions. Through his years of service on our Board, Mr. Johnson has also developed a deep base of knowledge regarding our business and our industry.

Prior public company board service in past five years

SUPERVALU, INC., 2013–2018.

Age: 67

Director since: 2009

Member, Audit and

Finance Committees

Gary C. Kelly

Executive Chairman of the Board of Southwest Airlines Co.

Career

Mr. Kelly has been Executive Chairman of the Board of Southwest Airlines since February 2022, having previously served as CEO of Southwest Airlines since 2004, and Chairman since 2008. He also served as President of Southwest from 2008 to 2017. Prior to that, Mr. Kelly held a number of senior-level positions within the Southwest organization, including CFO. Before joining Southwest, Mr. Kelly served as a CPA for a public auditing firm.

Qualifications

Executive leadership and management experience at the highest levels of a public company; ability to provide insights into operational, regulatory and governance matters; substantial expertise in finance, accounting, and financial reporting.

Other public company boards

Southwest Airlines Co., 2004–present.

Lincoln National Corporation 2022 Proxy Statement 27

Item 1 | Election of Directors ◾ Nominees for Director

Age: 79

Director since: 1985

Chair, Audit Committee

Ms. Lachman also serves as
a Director of Lincoln Life &
Annuity Company of New
York, one of our insurance
subsidiaries.

M. Leanne Lachman

President of Lachman Associates LLC and Executive-in-Residence, Columbia Graduate School of Business

Career

Ms. Lachman has served since 2003 as President of Lachman Associates LLC, an independent real estate consultancy, and since 2000 as an Executive-in-Residence at Columbia Business School. Before that she was Managing Director of Lend Lease Real Estate Investments, an institutional investment manager.

Qualifications

Extensive background in real estate analysis, investment, management and development, and international operations. Through her years of service on our Board, she has acquired a deep understanding of our business, our organization and our industry.

Prior public company board service in past five years

Liberty Property Trust, 1994–2018.

Age: 51

Director since: 2021

Member, Audit and Corporate
Governance Committees

Dale LeFebvre

Founder and Chairman, 3.5.7.11

Career

Mr. LeFebvre is the Founder and Chairman of 3.5.7.11, a controlled investor private equity firm. Prior to the founding of 3.5.7.11 in 2008, LeFebvre was a managing partner and founder of AIC International Investments, and prior to that, a managing partner at Pharos Capital Group. Earlier in his career, he gained strategic management experience working at several Wall Street merger and acquisition firms, and he began his career as an analyst at McKinsey & Company.

Qualifications

An entrepreneur with extensive experience in investments, capital management, mergers and acquisitions and capital and risk management, as well as strategic planning, product innovation and talent management.

Other public company boards

None.

28 Lincoln National Corporation 2022 Proxy Statement

Nominees for Director ◾ Item 1 | Election of Directors

Age: 54

Director since: 2021

Member, Compensation and
Finance Committees

Janet Liang

Executive Vice President, Group President and Chief Operating Officer, Care Delivery, for Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals

Career

Ms. Liang is a member of Kaiser Permanente’s National Executive Team and has served as Executive Vice President, Group President and COO, Care Delivery, for Kaiser Foundation Health Plan Inc. and Hospitals since 2020. She joined Kaiser Permanente in 2001. Prior to her current role, Ms. Liang served as President of Kaiser Foundation Health Plan, Inc. and Hospitals of Hawaii for seven years. She also held executive roles over a 15-year career at Group Health Cooperative, a regional health plan in Washington State.

Qualifications

A proven leader in the health care and health care insurance industry with extensive leadership and operational experience, as well as capital management, marketing and talent management expertise.

Other public company boards

None.

LOGO

Age: 79

Director since: 2001

Member, Compensation,

Executive and Finance

Committees

Michael F. Mee

Retired Executive Vice President and Chief Financial Officer of Bristol-Myers Squibb Company

Career

From 1994 to 2001, Mr. Mee was Executive Vice President and CFO of Bristol-Myers Squibb Co., a pharmaceutical and health care products company, where he was also a member of the Office of the Chairman. Before joining Bristol-Myers Squibb, Mr. Mee served in senior financial executive positions with several Fortune 500 companies.

Qualifications

Significant public accounting and financial reporting skills; extensive management experience and leadership skills; expertise in corporate strategy, development and investments, international operations and risk assessment.

Other public company boards

None in the past five years.

Lincoln National Corporation 2022 Proxy Statement 29

Item 1 | Election of Directors ◾ Nominees for Director

Age: 76

Director since: 2006

Chair, Compensation

Committee

Mr. Pittard also serves as

a Director of Lincoln Life &

Annuity Company of New

York, one of our insurance

subsidiaries.

Patrick S. Pittard

Chief Executive Officer of BDI DataLynk, LLC

Career

Mr. Pittard has served as CEO of BDI DataLynk, LLC, a company that provides fiber optic technician training services, since 2018. Prior to that he served as Chair and CEO of Southern Fiber Company from 2017 to 2018. Previously, Mr. Pittard served as CEO of Patrick Pittard Advisors LLC, a firm providing “C-level” services such as executive search and talent assessment. He also serves as a Distinguished Executive-in-Residence at the Terry School of Business at the University of Georgia. Earlier in his career, Mr. Pittard was Chairman, President and CEO of Heidrick & Struggles International, Inc., a worldwide provider of executive-level search and leadership services and one of the largest publicly traded global recruiting firms, from which he retired in 2002.

Qualifications

Executive leadership and management experience at the highest levels of a global public company; experience driving strategic organizational growth; expertise in executive compensation, insurance and investments.

Prior public company board service in past five years

Artisan Partners Funds, Inc., 2001–2020.

Age: 59

Director since: 2017

Member, Corporate

Governance and

Finance Committees

Lynn M. Utter

Operating Partner, Atlas Holdings LLC

Career

Since 2018, Ms. Utter has been an Operating Partner at Atlas Holdings LLC, a private investment firm that owns and operates a portfolio of companies in a variety of industrial fields. Prior to that, Ms. Utter served as CEO of First Source, LLC, from 2016 to 2018. She previously served as President and Chief Operating Officer of Knoll Office, a designer and manufacturer of office furniture products, from 2012 to 2015. She also served as President and Chief Operating Officer of Knoll North America from 2008 to 2012.

Qualifications

Executive leadership experience in key operating roles, including her prior role as chief executive officer. She has had wide-ranging experience as a senior executive in multiple industries and disciplines, including sales, manufacturing and distribution. Ms. Utter has also developed a strong knowledge of strategic planning as a Chief Strategy Officer and strategy consultant.

Other public company boards and prior public company board service in past five years

WESCO International, Inc., 2006–2021.
Vista Outdoor Inc., 2020–present.
NextEra Energy, Inc., 2021–present.

30 Lincoln National Corporation 2022 Proxy Statement

Share Ownership Requirements ◾ Compensation of Outside Directors

Compensation of Outside Directors

The Board adheres to the following guidelines in establishing outside director compensation:

◾

We provide competitive compensation to attract and retain high-quality outside directors; and

◾

A significant portion of each outside director’s compensation is paid in equity to help align our directors’ interests with those of our shareholders.

In accordance with our Guidelines, the Board’s compensation program is reviewed and assessed annually by the Corporate Governance Committee. As part of this review, the Corporate Governance Committee typically solicits the input of outside compensation consultants. During 2021, the Corporate Governance Committee asked Pay Governance LLC, an independent compensation consultant, to provide a competitive analysis of the compensation we provide to our outside directors. The independent compensation consultant compared our outside director compensation program to the same compensation peer group used for the Company’s annual executive compensation review, and the analysis was further informed by general industry data developed based on companies in the S&P 500. As a result of that review and the committee’s discussion, the Corporate Governance Committee recommended making no changes to the Board compensation for 2022.

The following table shows the outside director fees for 2021, which have been in effect since January 1, 2019:



Fees	2021

Board members other than our Independent Chair

Annual retainer (cash)	$	110,000

Deferred LNC Stock Units	$	165,000

Total Board Fees	$	275,000

Independent Chair of the Board

Annual retainer (cash)	$	120,000

Deferred LNC Stock Units	$	376,000

Total Independent Chair of the Board Fees	$	496,000

Committees (cash)

Audit Committee Chair	$	35,000

Audit Committee Member	$	10,000

Compensation Committee Chair	$	25,000

Other Committee Chair	$	20,000

Share Ownership Requirements

Lincoln’s share ownership guidelines require outside directors to hold, within five years of joining the Board, interests in the Company’s common stock equal to five (5) times the annual Board or Chair cash retainer ($550,000 for each Board member and $600,000 for the Chair). Interests in our common stock that count toward the share ownership guidelines include Deferred LNC Stock Units and LNC common stock owned outright. As of December 31, 2021, all of our outside directors had interests in the Company’s common stock at least equal to the required threshold, with the exception of Mr. Davis, who was elected to the Board in August 2020 and has until August 2025 to meet the full share ownership requirement, and Mr. LeFebvre and Ms. Liang, who were elected to the Board effective November 1, 2021, and have until November 2026 to meet the full share ownership requirement.

Lincoln National Corporation 2022 Proxy Statement 31

Compensation of Outside Directors ◾ Optional Deferral of Annual Cash Retainer

Optional Deferral of Annual Cash Retainer

In addition to receiving Board fees in the form of Deferred LNC Stock Units, directors may defer the cash component of their annual and committee retainers into various investment options under the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors (the “Directors’ DCP”).

The investment options of the Directors’ DCP track those offered to employees under the LNC Deferred Compensation and Supplemental/Excess Retirement Plan (the “DC SERP”) and include a Lincoln National Corporation Stock Fund investment option (the “LNC Stock Fund”). Like the DC SERP, the Directors’ DCP uses “phantom” versions of the investment options, meaning that accounts are credited with earnings or losses as if the amounts had been invested in the chosen investment options, and dividends are reinvested in additional phantom units.

All deferred amounts, including the portion of the annual retainer paid in Deferred LNC Stock Units, are payable only when the director retires or resigns from the Board. In addition, amounts invested in the LNC Stock Fund at the time of distribution are only payable in shares of LNC common stock.

Meeting Fees

No additional fees are paid for attending regularly scheduled Board or committee meetings, although the Corporate Governance Committee has discretion to recommend additional compensation ($1,100 per meeting) for additional meetings. No such additional compensation was paid for 2021.

Outside directors who are also directors of Lincoln Life & Annuity Company of New York (“LNY”), our indirect, wholly owned subsidiary, receive an annual cash retainer of $15,000 and a fee of $1,100 for each LNY board and committee meeting they attend. During 2021, three of our outside directors —Ms. Lachman, Mr. Pittard and Mr. George W. Henderson, III — also served as directors of LNY.

Other Benefits

In addition to the compensation listed above, we offer our outside directors the following benefits:

◾

Financial planning services — reimbursement of up to $20,000 for an initial financial plan and $10,000 for annual updates. The services must be provided by a Lincoln Financial Network financial planner for the director to be reimbursed.

◾

Participation — at the director’s own expense — in certain health and welfare benefits, including our self-insured medical and dental plans as well as life insurance and accidental death and dismemberment coverages.

◾

Participation in a matching charitable gift program through which Lincoln Financial Foundation, Inc. (the “Lincoln Financial Foundation”) matches donations from the director to one or more eligible organizations, up to an annual total of $15,000 for all gifts.

32 Lincoln National Corporation 2022 Proxy Statement

Directors’ Compensation Table ◾ Compensation of Outside Directors



*Compensation of Non-Employee Directors During 2021**

Name	Fees earned or paid in cash¹ ($)		Stock awards² ($)		All other compensation ($)			Total ($)

Deirdre P. Connelly		140,000		165,000		—			305,000

William H. Cunningham		120,000		376,000		15,000	⁴		511,000

Reginald E. Davis		120,000		165,000		—			285,000

George W. Henderson, III⁵		139,400		165,000		—			304,400

Eric G. Johnson		130,000		165,000		—			295,000

Gary C. Kelly		120,000		165,000		10,000	⁴		295,000

M. Leanne Lachman		164,400		165,000		25,000	^3,4		354,400

Dale LeFebvre⁶		19,620		27,351		—			46,971

Janet Liang⁶		18,234		27,351		4,594	⁴		50,179

Michael F. Mee		110,000		165,000		—			275,000

Patrick S. Pittard		154,400		165,000		10,000	³		329,400

Lynn M. Utter		110,000		165,000		15,000	⁴		290,000

*	Dennis R. Glass, our President and CEO, receives no additional compensation in respect of his services as a director and, therefore, is not included in this table.

As described above, $110,000 (or $120,000 in the case of the independent Chair) of the annual retainer was paid in cash. The fees shown in this column also include any fees that an outside director was paid as the chair of a committee, as a member of the Audit Committee, or for service on the board of directors of LNY. Messrs. Henderson and Pittard and Ms. Lachman each received a total of $19,400 in fees for their service on the LNY board during 2021. Fees are pro-rated for partial service during the year.

The fair value of the stock awards was determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“Topic 718”). The assumptions made in calculating the grant date fair value of stock awards are set forth in Note 18 of the Notes to the Consolidated Financial Statements, included in Item 8 of our Form 10-K for the fiscal year ended December 31, 2021. The following table shows the number of Deferred LNC Stock Units held by each director as of December 31, 2021. None of the directors held any Options as of such date.



Name	Deferred LNC Stock Units*

Deirdre P. Connelly		18,114

William H. Cunningham		143,906

Reginald E. Davis		4,036

George W. Henderson, III		85,345

Eric G. Johnson		75,323

Gary C. Kelly		40,616

M. Leanne Lachman		47,063

Dale LeFebvre		688

Janet Liang		401

Michael F. Mee		91,332

Patrick S. Pittard		26,085

Lynn M. Utter		22,626

*	Deferred LNC Stock Units include amounts reported in the Stock Awards column of the 2021 Compensation table above, phantom units awarded under the LNC Directors’ Value Sharing Plan, which was terminated on July 1, 2004, and any phantom units held by the director in the LNC Stock

Lincoln National Corporation 2022 Proxy Statement 33

Compensation of Outside Directors ◾ Directors’ Compensation Table

Fund under the Directors’ DCP pursuant to an election to defer cash Board fees, plus any accrued dividend equivalents, which are automatically reinvested in additional phantom units of our common stock per the terms of the applicable plan.

³	Includes the reimbursement of fees paid to a Lincoln Financial Network financial planner for financial planning services in the amount of $10,000 for Ms. Lachman and Mr. Pittard.

⁴	Reflects contributions made on the director’s behalf under the matching charitable gift program in the amount of $15,000 for Mses. Lachman and Utter and Mr. Cunningham, $10,000 for Mr. Kelly and $4,594 for Ms. Liang.

⁵	Mr. Henderson passed away on February 13, 2022.

⁶	Mr. LeFebvre and Ms. Liang were elected to the Board effective November 1, 2021, and therefore received pro-rated fees for partial service during the year.

34 Lincoln National Corporation 2022 Proxy Statement

Item 2 | Ratification of Appointment

Item 2 | Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee evaluates the performance of the Company’s independent auditors each year and determines whether to reengage them or consider other firms. In doing so, the Audit Committee considers the auditor’s service quality and efficiency, capability, technical expertise, and knowledge of our operations and industry. On February 16, 2022, the Audit Committee appointed Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for fiscal year 2022. We have engaged this firm and its predecessors in this capacity continuously since 1968 for LNC and since 1966 for subsidiaries of LNC. In addition, the Audit Committee is involved in the selection of Ernst & Young’s lead engagement partner and ensures that the mandated rotation of the lead partner occurs routinely.

As a matter of good corporate governance, we request that our shareholders ratify (approve) this appointment, even though this is not required. If shareholders do not ratify this appointment, the Audit Committee will take note of that and may reconsider its decision. If shareholders do ratify this appointment, the committee will still have discretion to terminate Ernst & Young and retain another accounting firm at any time during the year.

Representatives of Ernst & Young will be present at the Annual Meeting, where they will be given the opportunity to make a statement if they wish to do so. They will also be available to respond to questions about their audit of our consolidated financial statements and internal controls over financial reporting for fiscal year 2021.

LOGO

Independent Registered Public Accounting Firm Fees and Services

The table below shows the total fees that Ernst & Young received for professional services rendered for fiscal years 2021 and 2020, with a breakdown of fees paid for different categories of work.



	Fiscal year ended- December 31, 2021			% of Total Fees		Fiscal year ended- December 31, 2020			% of Total Fees

Audit Fees¹		$	11,916,848		82.5%		$	11,798,362		78.9%

Audit-Related Fees²			2,522,115		17.5%			3,150,312		21.1%

Tax Fees³			—		—			—		—

All Other Fees			—		—			—		—

Total Fees		$	14,438,963		100.0%		$	14,948,674		100.0%

Audit Fees. Fees for audit services include fees and expenses associated with the annual audit, the reviews of our interim financial statements included in quarterly reports on Form 10-Q, accounting consultations directly associated with the audit, and services normally provided in connection with statutory and regulatory filings.

Audit-Related Fees. Audit-related services principally include auditor reports on internal controls, due diligence procedures in connection with acquisitions and dispositions, reviews of registration statements and prospectuses, and accounting consultations not directly associated with the audit or quarterly reviews.

³	Tax Fees. Fees for tax services include tax-filing and advisory services.

Lincoln National Corporation 2022 Proxy Statement 35

Item 2 | Ratification of Appointment ◾ Audit Committee Pre-Approval Policy

Audit Committee Pre-Approval Policy

The Audit Committee has policies and procedures to preapprove all audit and permissible non-audit services that our independent auditors provide. Management submits to the Audit Committee for approval a schedule of all audit, tax and other related services it expects the firm to provide during the year. The schedule includes examples of typical or known services expected to be performed, listed by category, to illustrate the types of services to be provided under each category. The Audit Committee preapproves the services by category, with specific dollar limits for each category. If management wants to engage the accounting firm for additional services, management must receive approval from the Audit Committee for those services. The Audit Committee chair also has the authority to preapprove services between meetings, subject to certain dollar limitations, and must notify the full Audit Committee of any such preapprovals at its next scheduled meeting.

Other Information

Ernst & Young has advised us that neither it nor any member of the firm has any financial interest, direct or indirect, in any capacity in us or our subsidiaries. The Company has made similar inquiries of our directors and executive officers, and we have identified no such direct or indirect financial interest in Ernst & Young.

Audit Committee Report

Management has primary responsibility for:

◾

preparing our financial statements;

◾

establishing financial reporting systems and internal controls; and

◾

reporting on the effectiveness of our internal control over financial reporting.

The Company’s independent registered public accounting firm is responsible for:

◾

performing an independent audit of our consolidated financial statements;

◾

issuing a report on those financial statements; and

◾

issuing an attestation report on our internal control over financial reporting.

In this context, the Audit Committee has:

◾

reviewed and discussed with management the audited financial statements for fiscal year 2021;

◾

discussed with our accounting firm the matters that the Public Company Accounting Oversight Board (“PCAOB”) requires them to discuss as per Auditing Standard No. 1301, Communications with Audit Committee;

◾

received the written disclosures and letter from our accounting firm that the PCAOB requires regarding the firm’s communications with the Audit Committee concerning independence; and

◾

discussed with our accounting firm that firm’s independence.

Based upon the review and discussions referred to in this report, the Audit Committee recommended to the Board that the audited consolidated financial statements for fiscal year 2021 be included in the Company’s Annual Report on Form 10-K for fiscal year ending December 31, 2021, for filing with the SEC.

The Audit Committee

Deidre P. Connelly

Reginald E. Davis

Gary C. Kelly

M. Leanne Lachman, Chair

Dale LeFebvre

36 Lincoln National Corporation 2022 Proxy Statement

Item 3 | Advisory Proposal on Executive Compensation

The Board recognizes that providing shareholders with an advisory vote on executive compensation can produce useful information on investor sentiment regarding the Company’s executive compensation programs. As a result, this proposal provides shareholders with the opportunity to cast an advisory vote on the compensation of our executive management team, as described in the section of this proxy statement entitled “Compensation Discussion & Analysis” (“CD&A”), and endorse or not endorse our fiscal 2021 executive compensation philosophy, programs and policies, and the compensation paid to the Named Executive Officers. As discussed in detail in the CD&A, our executive compensation principles and underlying programs are designed to:

◾	link executive pay directly to the attainment of short-term and long-term financial/business goals, which we refer to as “pay for performance;”

◾	align the interests of our executive officers with those of our shareholders; and

◾	attract, motivate and retain key executives who are crucial to our long-term success.

Key features of our compensation programs include:

Pay for Performance. We link our executives’ targeted direct compensation to the performance of the Company as a whole, with the largest portion delivered as variable pay in the form of long-term equity awards and an annual incentive award. For instance, in 2021, 90% of our CEO’s compensation was at risk and variable.

Compensation Tied to Enterprise Performance and Shareholder Return. Our annual and long-term incentive compensation programs have multiple balanced performance measures and goals that tie executive compensation to key enterprise performance metrics and shareholder return.

Governance/Compensation Best Practices. Among the best practices we follow: we have an independent Compensation Committee and compensation consultant; we have caps on payouts for incentive compensation; we do not provide tax gross-up benefits upon our change of control; and we have a double-trigger equity vesting requirement upon a change of control of the Company.

Share Ownership Requirements. Our executives are subject to rigorous share ownership guidelines to further align their interests with the long-term interests of our shareholders. For instance, our CEO is required to hold an amount of our shares equal to seven times his or her base salary, and our other executive officers must hold shares equal to four times their base salary.

In addition, we recognize that strong governance/compensation principles are essential to an effective executive compensation program. These governance/compensation principles and our executive compensation philosophy are established by the Compensation Committee. The Compensation Committee regularly reviews the compensation programs applicable to our executive officers to ensure that the programs support our objectives of aligning our executive compensation structure with our shareholders’ interests and current market practices.

Our compensation policies and procedures are described in detail in the CD&A.

Although the advisory vote on this proposal is non-binding — meaning that our Board is not required to adjust our executives’ compensation or our compensation programs or policies as a result of the vote — the Board and the Compensation Committee will consider the voting results when determining compensation policies and decisions, including future executive compensation decisions. Notwithstanding the advisory nature of the vote, the resolution will be approved if more votes are cast for the proposal than against it. Abstentions and broker non-votes will not count as votes cast either for or against the proposal. We intend to hold a non-binding advisory vote on executive compensation each year, with the next such vote at our 2023 Annual Shareholders Meeting.

Lincoln National Corporation 2022 Proxy Statement 37

Item 3 | Advisory Proposal on Executive Compensation

We urge you to read the CD&A and other information in “Executive Compensation Tables,” which we believe demonstrate that our executive compensation programs align our executives’ compensation with our short- and long-term performance; provide the incentives needed to attract, motivate and retain key executives crucial to our long-term success; and align the interests of our executive officers with those of our shareholders.

LOGO

“Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the 2021 compensation tables regarding named executive officer compensation, and the accompanying narrative disclosure in this proxy statement.”

38 Lincoln National Corporation 2022 Proxy Statement

Compensation Discussion & Analysis

This Compensation Discussion & Analysis (“CD&A”) contains information about:

◾

our fundamental pay-for-performance compensation philosophy

◾

the structure of our compensation programs and the reasoning behind this structure

◾

how compensation decisions are made and how our compensation programs are administered

◾

the compensation we paid under our performance-based incentive programs for performance periods ending in 2021, and how it related to our short- and long-term performance results

The CD&A also details the compensation of our NEOs (also referred to as “executives” or “executive officers”) included in the “Executive Compensation Tables” section of this proxy statement. These NEOs are:



Dennis R. Glass¹		President and CEO

Randal J. Freitag		Executive Vice President, CFO and Head of Individual Life

Ellen G. Cooper²		Executive Vice President, Head of Enterprise Risk and Annuity Solutions

Jamie Ohl³		Executive Vice President, President, Workplace Solutions, and Head of Operations and Brand

Kenneth S. Solon		Executive Vice President, Chief Information Officer and Head of IT, Digital and Enterprise Services

¹	Effective after the Annual Meeting on May 27, 2022, Mr. Glass will retire as an executive officer and become non-executive Chair of the Board.

²	Through November 2021, Ms. Cooper also served as the Company’s Chief Investment Officer. Effective after the Annual Meeting on May 27, 2022, Ms. Cooper will succeed Mr. Glass as President and CEO.

³	Effective March 14, 2022, Ms. Ohl resigned as an executive officer of the Company.

We encourage you to read the CD&A in conjunction with the information in “Executive Compensation Tables.”

To ensure the continued effectiveness of our pay-for-performance culture, the Compensation Committee annually engages in a robust and rigorous process to review, discuss and approve the elements, measures, targets, weightings and payouts of our executive compensation programs. In setting the programs’ performance measures and goals, the Compensation Committee chooses metrics that drive our overall corporate strategy, are linked to our long-term financial plan and reflect our shareholders’ feedback. The compensation of our executives is tied closely to the achievement of short- and long-term goals that support our long-term business strategy and measure the creation of sustainable long-term shareholder value.

Lincoln National Corporation 2022 Proxy Statement 39

Compensation Discussion & Analysis ◾ Executive Summary

Executive Summary

2021 Full Year Performance Highlights

As a company that has been in business for more than 115 years, we recognize that a focus on long-term value creation and purpose is what will keep us in the business of servicing our customers, employees, communities and shareholders for the next century and beyond. At our core, our purpose is to provide guidance and solutions that help empower people to take charge of their financial lives with confidence and optimism. We continue to deliver on this mission and our promises.

To protect the health and safety of our employees and their loved ones during the COVID-19 pandemic, we took early action, implementing comprehensive measures to safeguard employees in the locations in which we operate. Starting in mid-March 2020, we moved to 99% work-from-home for our employees, efficiently moving to a virtual sales environment across all our distribution channels. We continued to monitor the pandemic throughout 2021 and adjusted our return-to-work plans as needed. We continued to operate our business without interruption throughout 2021 and have been able to continue to work effectively using this work-from-home model. Starting in April 2022, we have returned to our offices using a hybrid work model for the majority of our employees as we continue to evaluate the situation.

Our reprice, shift, and add new product strategy

During 2021, we continued to execute on our reprice, shift and add new product strategy to address the low interest rate environment by repricing certain products to achieve target returns, continued to shift our sales mix toward shorter-duration products that are less sensitive to interest rates, and introduced new products that are more capital efficient while increasing consumer choice and expanding customer value propositions.

Achieving expense savings, while enhancing the customer experience

We focused on actions to increase productivity across our manufacturing and distribution organizations that also enhance the customer and partner experience. The development and implementation of the Spark Initiative during 2021 created more opportunities for additional expense savings, through leveraging automation, upskilling our workforce and innovating and enhancing the customer experience.

Maintaining a strong balance sheet to maximize our ability to grow operating earnings

We took several actions during 2021 to continue to enhance our liquidity and capital position while increasing the amount of capital returned to shareholders. The Board of Directors approved the 12th consecutive increase to the annual dividend for 2021. In addition to the dividend increase, we executed over $1.1 billion in share repurchases during the year, including $500 million using the proceeds of a life block reinsurance transaction executed during the third quarter.

40 Lincoln National Corporation 2022 Proxy Statement

Executive Summary ◾ Compensation Discussion & Analysis

Our full year results for 2021 included the following highlights:

◾ Solid underlying business performance with $19.2 billion in revenues, strong growth in net income and adjusted operating income, and over $1.4 billion returned to shareholders through share repurchases and dividends. During 2021, we executed $500 million in incremental share repurchases using the proceeds from our third quarter life block reinsurance transaction, and an additional $400 million of the proceeds were allocated to incremental share repurchases that occurred in the first quarter of 2022.

◾ As part of our reprice, shift and add new product strategy:

– we took aggressive and disciplined product actions to achieve appropriate returns on capital,

– we continued our shift to less-capital intensive products, and

– added new solutions that expand our consumer value propositions, as we introduced 13 new products in 2021 and expanded our distribution channels.

◾ Our strong record of expense management across the enterprise is evidenced by a 20-basis point improvement in the expense ratio for 2021.

◾ We also continued to build on our long success of expense savings programs with the introduction of the Spark Initiative, which is expected to provide an upside opportunity to our outlook for EPS growth.

Since the onset of the pandemic in 2020, the most serious global health crisis in over a century, we have been providing important financial protections for our customers. Our earnings, though challenged by pandemic claims, increased year over year and were strong enough to continue our share repurchase program that had been halted for most of 2020, provide capital for new sales and maintain our overall financial strength. Additionally, we saw broad-based sales growth in most of our businesses, good expense management across the company and an improved capital position. We also saw a significant recovery in our stock price during 2021. Our one-year total shareholder return significantly outperformed the total shareholder return for the S&P 500 Index and our four-digit GICS Life & Health Insurance peers in 2021.

LOGO

Our adjusted operating income per share and ending adjusted operating return on equity results for 2021 were impacted by elevated mortality and morbidity claims related to the COVID-19 pandemic. We believe that we are positioned for earnings growth as the impacts of the pandemic diminish.

More information on our business performance during 2021 is available in our Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), which is included in the 2021 Annual Report to Shareholders that accompanies this proxy statement. A reconciliation of the measures not shown in accordance with U.S. generally accepted accounting principles (“GAAP”) used in this proxy statement to their corresponding GAAP measures can be found in Exhibit 1 on page E-1.

Lincoln National Corporation 2022 Proxy Statement 41

Compensation Discussion & Analysis ◾ Executive Summary

Our Pay for Performance Philosophy

We believe that those executives with significant responsibility and a greater ability to influence the Company’s results should have a significant portion of their total compensation tied directly to business results. Therefore, the vast majority of our NEO compensation is tied to Company performance (and, for business-unit executives, to the performance of their applicable individual business units). This also means that the vast majority of our NEO compensation is “at risk”— meaning that an executive will not reach his or her targeted pay amounts if the Company’s performance does not meet expectations.

In keeping with this philosophy, annual and long-term incentive awards are the largest components of total NEO compensation, and the fixed pay element — base salary — is the smallest. The variable components are:

◾

The Annual Incentive Program (“AIP”), which ties compensation to a balanced mix of key Company quantitative performance metrics that, while measured annually, also support our long-term strategic goals

◾

The Long-Term Incentive Program (“LTI”), which consists of a mix of long-term equity grants — including nonqualified stock options to purchase our common stock (“Options”), restricted stock units (“RSUs”), and performance share awards (“PSAs”) tied to absolute and relative metrics that reward increased shareholder value, and the achievement of other enterprise-wide goals, as applicable, over a three-year period

As the following charts show, the vast majority of our CEO’s and other NEOs’ 2021 target direct compensation is variable (i.e., based on company performance, including that of our stock price) and at risk.

LOGO

2021 Compensation Program Changes

For 2021, our CEO did not receive a pay increase and his target direct compensation has remained at the same level since 2019.

In addition, for 2021, in response to feedback from our shareholders, the Compensation Committee increased the alignment of CEO compensation with Company performance and shareholder interests by adjusting our CEO’s LTI equity award mix to decrease the percentage of equity granted as Options and, for the second year in a row, increase the percentage granted as PSAs, consistent with our fundamental pay for performance philosophy. The LTI equity award mix for 2021 as compared to 2020 is shown below.

LOGO

42 Lincoln National Corporation 2022 Proxy Statement

Executive Summary ◾ Compensation Discussion & Analysis

Finally, the Compensation Committee added a DE&I goal related to growing minority representation at the Company’s officer level as a new performance measure for the LTI program beginning with the 2021-2023 performance cycle. The performance measure, which applies to all program participants that receive PSAs (including each of our NEOs), acts as a modifier that is applied after the results for the operating return on equity and relative total shareholder return performance measures have been calculated. Depending on the achievement level of the established DE&I goal, the modifier could increase or decrease the PSA payout under the LTI by up to 20%. See “Compensation Discussion & Analysis – Long-Term Compensation Awarded or Vested in 2021” for more information.

Looking Forward

With respect to 2022 compensation:

◾

The Compensation Committee approved the following target direct compensation for Ms. Cooper effective upon her succession to the role of President and CEO:

–

an annual cash base salary of $1,125,000,

–

an AIP target of 225% of her base salary, and

–

an LTI target of 575% of her base salary.

The Compensation Committee determined Ms. Cooper’s total target direct compensation as CEO for 2022 in August 2021, based on an evaluation of peer group and market data as well as other factors including that she is new to the CEO role and the philosophy that recently promoted executives should have their initial compensation targeted below median market rates.

◾

◾

Lincoln National Corporation 2022 Proxy Statement 43

Compensation Discussion & Analysis ◾ Executive Summary

The Compensation Committee considers succession planning a priority and aims to ensure a strong leadership team and pipeline, as demonstrated by the succession plan announced for the CEO role. We believe that thoughtful and proactive management succession planning is essential for the creation of sustainable long-term shareholder value. Accordingly, the Compensation Committee also takes succession planning, and the competitive talent environment in which we are currently operating, into consideration when making decisions with respect to executive compensation.

Executive Compensation Best Practices – What We Do and What We Don’t Do

When evaluating our compensation practices and policies, the Compensation Committee takes into account competitive market trends and best practices, as well as the views of our shareholders. Examples of our governance and compensation practices include:

◾

Robust stock ownership guidelines;

◾

Post-vesting stock holding requirements;

◾

Caps on awards under our annual and long-term incentive programs;

◾

The use of an independent compensation consultant for compensation decisions regarding our executives;

◾

“Double trigger” vesting provisions for our equity awards following our change of control;

◾

Annual assessment of compensation risks;

◾

All long-term incentive awards are granted in equity;

◾

Use of absolute and relative metrics in incentive plans;

◾

Use of solely quantitative metrics for AIP and PSAs;

◾

Clawback provisions on our equity awards;

◾

50% of 2021 CEO long-term incentive award granted in PSAs, and, for 2022 long-term incentive award, 60% granted in PSAs for our incoming and outgoing CEOs and 50% granted in PSAs for our other NEOs;

◾

Annual vote on Say on Pay;

◾

Proactive annual shareholder engagement program;

◾

Prohibitions on pledging, hedging and speculation in our securities;

◾

Limited perquisites for executive officers;

◾

No tax-gross-up benefits upon our change of control for our executive officers;

◾

No repricing or exchange of underwater stock options without shareholder approval; and

◾

No employment agreements.

2021 Shareholder Vote on Executive Compensation and 2021 Shareholder Engagement and Response to Feedback

We appreciate and value the views and insights of our shareholders. At our 2021 Annual Meeting of Shareholders, 72% of shareholder votes were cast in favor of the “say on pay” advisory resolution on executive compensation. We annually review the design of our executive compensation program, and, in light of the prior support for our compensation program expressed by our shareholders through both engagement and historical levels of support for our say on pay advisory resolution, had not made any significant changes to our compensation program in the last several years prior to 2020. In setting executive compensation for 2020 and 2021, in response to shareholder feedback, the Compensation Committee made certain changes to our executive compensation program to increase alignment with Company performance and shareholder interests, including increasing the percentage of our CEO’s long-term incentive award granted in PSAs.

As a result of the year-over-year decrease in say on pay support, during 2021 we once again expanded our ongoing, proactive shareholder engagement program. This program complements the ongoing dialogue throughout the year among our shareholders, CEO, CFO and Investor Relations team on financial and strategic performance. Our engagement program is designed to reach out to our shareholders and hear their perspectives about issues that are important to them, both generally and with regard to the Company, and gather feedback. We believe this engagement program promotes transparency between our Board and our shareholders and builds informed and productive relationships.

In the fall of 2021, we reached out to investors representing over 56% of our shares outstanding, and engaged with investors representing over 42% of our outstanding shares, which included participation by the Chair of our Corporate Governance Committee in select conversations. The engagement involved discussions on executive compensation as well as various other topics including board refreshment and composition, our CEO succession plans, DE&I efforts and other areas of focus for our shareholders regarding environmental and social practices and disclosures. The feedback from these meetings was shared with the Compensation Committee and the Corporate Governance Committee, as well as the full Board, and strongly informed the Compensation Committee’s decisions with respect to certain elements of our 2022 compensation program and enhancements that were made to this proxy statement to further improve clarity and transparency.

44 Lincoln National Corporation 2022 Proxy Statement

Executive Summary ◾ Compensation Discussion & Analysis

The following table summarizes certain feedback that we received during our 2021 shareholder outreach and what the Company has done related to the shareholder input.



What we heard		What we have done

Support for changes to CEO LTI equity mix for 2021 and desire to have PSAs comprise even a greater percentage of our CEO’s long-term incentive awards		For 2021, the Compensation Committee further adjusted the CEO’s LTI equity mix, increasing the percentage granted as PSAs to 50%. In addition, for 2022, the Compensation Committee further increased the percentage of PSAs to 60% for our incoming and outgoing CEOs and also increased the percentage of PSAs to 50% for the other NEOs.

Desire for overall quantum of CEO compensation to be at or closer to the median of our peers		In response to these concerns, the Compensation Committee set Ms. Cooper’s total target direct compensation as CEO for 2022 below median market rates in consideration of a number of factors, including the philosophy that recently promoted executives should have their initial compensation targeted below median market rates, as discussed earlier under “Looking Forward,” and significantly lower than Mr. Glass’s 2021 total target direct compensation, which remained flat compared to 2020.

Support for overall design and operation of the Company’s executive compensation program		We maintained our well-designed executive compensation program that we believe reflects executive compensation best practices and is consistent with our pay-for-performance philosophy.

Support for the Company’s use of solely quantitative performance metrics for its AIP and LTI program		It is important to us and to our executives that performance goals be objectively measurable. We have consistently used quantitative performance metrics for our annual and long-term incentive plans, which provides for a simple and formulaic approach by which our Compensation Committee determines goal achievement and payout amounts under our AIP and the PSA component of our LTI program. As such, when we modified the 2021 LTI to add a diversity performance modifier for the PSAs, we structured the new diversity metric to be based solely on our quantitative diversity results. Although the Compensation Committee has the ability to apply discretion, such discretion is used rarely and typically only to take into account unanticipated circumstances when measuring goal achievement.

Support for the addition of the ESG component to the Company’s executive incentive compensation program metrics		The Compensation Committee approved the addition of a DE&I goal as a modifier for the Company’s LTI program beginning with the 2021-2023 performance cycle, as discussed further under Long-Term Compensation Awarded or Vested in 2021” in the CD&A.

Desire for the Company to disclose EEO-1 data		In our 2020 Corporate Social Responsibility Report, published in August 2021, we reported for the first time the breakdown of our workforce by gender, race, and ethnicity in our 2020 Human Capital Diversity Update, which includes our EEO-1 Report.

Desire for the Company to report in alignment with the TCFD framework and SASB reporting standards		In our 2020 Corporate Social Responsibility Report, we reported for the first time indices aligned to both the TCFD framework and the SASB reporting standards.

As discussed above, based on the feedback from our 2021 shareholder outreach efforts, the Compensation Committee concluded that its decisions made with respect to CEO compensation for 2021 and the overall design and operation of the Company’s executive compensation program were in large part acceptable to a majority of the Company’s shareholders. Further, in consideration of the 2021 shareholder vote on executive compensation and feedback received during our 2021 shareholder outreach efforts, the Compensation Committee made certain decisions with respect to our 2022 executive compensation program, and in particular with respect to the compensation of our CEO, as discussed above and previously in this section under “Looking Forward.”

Lincoln National Corporation 2022 Proxy Statement 45

Compensation Discussion & Analysis ◾ Components of Our Compensation Program

Components of Our Compensation Program

The following table outlines the components of target total direct compensation and how each component aligns with our objectives and guiding principles.



Compensation component	What it rewards	How it aligns with our objectives	Performance measured	Fixed or at risk	Cash or equity

Base Salary	◾ Sustained high level of performance ◾ Demonstrated success in meeting or exceeding key quantitative objectives ◾ Highly developed skills and abilities critical to success of the business ◾ Experience and time in position	◾ Competitive base salaries enable us to attract and retain top talent ◾ Merit-based salary increases align with our pay-for- performance philosophy	Individual	Fixed	Cash

Annual Incentive Program (“AIP”) Awards	◾ Company performance during the year against key financial goals ◾ Specific business-segment performance during the year, measured against strategic business-segment goals	◾ Competitive targets enable us to attract and retain top talent ◾ Payouts depend on the achievement of established performance measures and goals that align pay with performance and support shareholder value creation	Corporate and business segment	At Risk	Cash

Long-term incentive awards

Performance Shares	◾ Meeting or exceeding our return on equity goal ◾ Total shareholder return performance relative to that of other companies in our sector ◾ Meeting or exceeding specified DE&I goals (beginning in 2021) ◾ Continued service	◾ Payout is based on metrics important to our shareholders and critical to value creation ◾ Relative performance metric creates incentive to outperform peers, with absolute metrics rewarding performance versus financial plan and, beginning in 2021, versus DE&I objectives ◾ Three-year performance period supports retention and aligns pay with performance over an extended period of time	Corporate	At Risk	Equity

Restricted Stock Units	◾ Increase in stock price and dividends ◾ Continued service	◾ Value rises or falls as our stock price and dividend increase or decrease ◾ Three-year cliff vesting supports retention	Corporate	At Risk	Equity

Nonqualified Stock Options	◾ Increase in stock price ◾ Continued service	◾ Value is dependent on our stock price; options have no value unless the stock price increases from the date of grant ◾ Three-year ratable vesting supports retention	Corporate	At Risk	Equity

46 Lincoln National Corporation 2022 Proxy Statement

Our Executive Compensation Pay for Performance Philosophy ◾ Compensation Discussion & Analysis

Our Executive Compensation Program Pay for Performance Philosophy

Our executive compensation program has three key objectives:

◾

Pay for performance. To link executive pay directly to the attainment of short-term and long-term financial/business goals, using short-term metrics that correlate with our business strategy and financial success and long-term metrics that correlate to long-term shareholder value and company strategy.

◾

Alignment with shareholders. To provide compensation arrangements that link the interests of our executive officers to those of our shareholders.

◾

Competitive compensation. To attract and retain key executive talent, taking into consideration market data as well as a number of other factors, including succession planning and the overall level of competition in the market for executive talent.

These objectives, discussed below, guide us in setting and paying compensation to our NEOs.

Pay for Performance

Our executive compensation program is based on a “pay for performance” philosophy: the majority of our executives’ target compensation is made up of variable (“at risk”) compensation — in the form of annual cash incentive awards and long-term equity awards — that is linked to short- and long-term business performance and each individual’s contribution to that performance. In measuring an executive’s contribution, we put a strong emphasis on the individual’s role in implementing strategies and driving performance specific to their function or the operating units they direct.

The key objectives of our pay for performance philosophy are to:

◾

Emphasize compensation that is at risk based on performance rather than compensation that is fixed — for instance, only 10% of our CEO’s target annual pay is fixed;

◾

Allow the compensation of our executives to vary meaningfully with performance; and

◾

Reward the achievement of superior financial results and shareholder returns — in both the short-term and long-term — through balanced incentive programs.

Balanced Performance Measures and Goals

It is important to us and to our executives that performance goals be objectively measurable, and that compensation be paid based on easily understood criteria that drive shareholder value.

To implement our pay for performance philosophy, the Compensation Committee in consultation with external compensation experts chooses performance measures for our NEO incentive programs that focus on our overall corporate business strategies and that, if achieved, create sustained growth for our shareholders:

◾

Our AIP is based on the key financial measures indicative of Lincoln’s current and future growth and profitability; and

◾

Our LTI uses measures that correlate directly to the creation of long-term value for Lincoln’s shareholders and company strategy, and, for 2021, a diverse and equitable workforce.

The goals for each financial performance measure are linked directly to the Company’s financial plan. In setting the goals, management and the Compensation Committee intend for the target performance levels to be challenging yet attainable and the maximum performance levels to present a substantial challenge for our NEOs, thereby creating a strong incentive to produce superior results. Annually, the Compensation Committee reviews and engages in robust discussions regarding the performance measures for each program to ensure that the metrics selected are appropriate, aligned with our current corporate strategy and sufficiently rigorous. The Company’s overall corporate strategy continues to focus on balancing top-line revenue growth with profitability and prudent cost management, and, as a result, for 2021, the Compensation Committee continued to align our executive compensation accordingly by choosing the following performance measures:

Lincoln National Corporation 2022 Proxy Statement 47

Compensation Discussion & Analysis ◾ Our Executive Compensation Pay for Performance Philosophy



2021 Annual Incentive Program

Performance measure		Why chosen
Income from Operations per Share		This is a key measure of profitability that management uses to evaluate our business and that investors commonly use to value companies in the financial services industry.
Business Unit Sales		In our business, sales create value because, over time and at a compounded growth rate, they are an indicator of future profitability. In addition, we believe that distribution strength (depth and breadth) is an important driver of our valuation and that sales are an effective way to measure the value of the distribution franchise and overall product competitiveness.
Controllable Costs		Management establishes annual budgets for the Company and for each business unit that include targeted expense savings and are key to the success of our financial plan. The Compensation Committee sets a budget-related performance goal to reinforce the importance of cost efficiencies and expense management across the entire organization.


2021 Long-Term Incentive Program

Performance measure		Why chosen
Operating Return on Equity		This is an important measure used to value companies — especially those in the financial services industry — because it is a critical indicator of capital efficiency and correlates closely with long-term shareholder value.
Relative Total Shareholder Return		This measure reflects the Company’s delivery of shareholder value over time relative to that of our peers.
DE&I Modifier		This measure reflects the Company’s long-standing commitment to DE&I by formally tying executive compensation to the achievement of quantitative DE&I representation goals. The performance measure acts as a modifier that is applied after the results for the operating return on equity and relative total shareholder return performance measures have been calculated.

Alignment with Shareholders

Through our annual and long-term incentive compensation programs, our share ownership requirements and share retention policy and the design and governance features of our long-term equity programs, we tie the financial interests of our NEOs to those of our shareholders. For both the annual and long-term programs, the Compensation Committee chooses performance goals that align with our strategies for sustained growth and profitability.

Long-Term Incentives

The equity-based awards that comprise our long-term incentive compensation are the largest percentage of our NEOs’ targeted direct compensation (69% in the case of our CEO and 54% on average in the case of our other NEOs). To provide a balanced incentive program and to lessen the risk inherent in the greater focus on long-term incentives, executives receive a mix of equity-based compensation awards, which include:

◾

PSAs—The number of shares actually received depends on our performance over a three-year period relative to key metrics of shareholder value, and, for awards granted in 2021, the diversity of our officer population relative to our total officer population, with the ultimate value of any earned shares dependent on our stock price performance;

◾

RSUs—These awards cliff-vest three years from the date of grant (cliff-vesting acts as a retention tool for our executives) and the value ultimately realized depends on how our stock performs over that three-year period; and

◾

Options—These awards vest ratably over a three-year period and only have value if our stock price increases after the Options are granted.

48 Lincoln National Corporation 2022 Proxy Statement

Our Executive Compensation Pay for Performance Philosophy ◾ Compensation Discussion & Analysis

Share Ownership Guidelines and Share Retention Requirements

Our share ownership requirements formalize the Compensation Committee’s belief that our officers should maintain a material personal financial stake in the Company. The requirements also promote a long-term perspective in managing our business by linking the long-term interests of our executives with those of our shareholders and reducing the incentive for short-term risk-taking.

Our robust share ownership and share retention requirements provide a significant alignment of our executives with shareholders through the risks and rewards of stock ownership. The share ownership requirements are based on multiples of base salary and vary by job level. In addition to the minimum share ownership levels, each NEO must also retain an amount equal to 25% of the net profit shares (as described below) resulting from equity-based LTI grants, such as vested RSUs, earned PSAs or exercised Options. This additional number of shares must be held for five years from the date of exercise for Options or the date of vesting for other awards. If at any point an NEO does not meet the share ownership requirements, the executive must hold 50% of the net profit shares resulting from equity-based LTI awards that are exercised or vest, as applicable, until the required ownership level is met.

The table below shows our share ownership guidelines and net profit share retention requirements by officer tier:



Share Ownership and Retention Requirements

Officer position	Value of shares that officer must hold	Additional retention requirements

CEO	7 times base salary	25% of net profit shares* for 5 years

Executive Officers (other than our CEO)	4 times base salary	25% of net profit shares* for 5 years

*	Net profit shares reflect the value of the number of shares remaining in respect of exercised or settled equity-based awards after payment of the Option exercise price and taxes owed at the time of exercise plus the after-tax value of any vested RSUs or earned PSAs.

Equity interests counted in determining whether share ownership guidelines have been met include:

◾

shares owned outright;

◾

amounts invested in Company stock funds offered under our employee benefit plans;

◾

restricted stock and RSUs that remain subject to service-based restrictions; and

◾

in-the-money Options.

As of December 31, 2021, each of our NEOs held equity interests well in excess of their share ownership requirements. For additional information regarding ownership of our common stock by our NEOs and directors, see “Security Ownership of Directors, Nominees and Executive Officers.”

Prohibition on Pledging and Hedging

Our Insider Trading and Confidentiality Policy includes provisions that prohibit: (i) the pledging of our securities by our executive officers and directors; and (ii) the use of derivative instruments by any director, executive officer or other employee to hedge the value of any of our securities. The full text of our Insider Trading and Confidentiality Policy is available on the Corporate Governance page of our website at www.LincolnFinancial.com.

Multiyear Performance and Vesting Periods

The multiyear performance criteria and vesting elements of our long-term incentive programs promote the retention of our executives by putting their focus on our long-term performance, thereby aligning our executives’ interests with those of shareholders.

Prohibition on Repricing

Our equity incentive compensation plans prohibit us from reducing the exercise price of outstanding Options without shareholder approval.

Lincoln National Corporation 2022 Proxy Statement 49

Compensation Discussion & Analysis ◾ Setting 2021 Target Compensation

Clawback Features

The equity awards for our NEOs are subject to “clawback” and forfeiture provisions, which allow us to rescind or, as applicable, require repayment of an executive’s award(s) under certain conditions, such as:

◾

the executive’s employment is terminated for cause; or

◾

the executive violates any non-compete, non-disclosure, non-solicitation, non-disparagement or other restrictive covenants.

For example, if an executive violates any such restriction or is terminated for cause prior to or within six months after the vesting of any portion of an equity award, such as Options or a PSA, we may rescind the exercise or award or, if the shares acquired have already been sold or transferred, require the executive to return any gain realized or value received. “Cause” in this context includes, among other items, the conviction of a crime that is job-related or that may otherwise cause harm to the reputation of LNC or any of its subsidiaries or any act or omission detrimental to the conduct of the business of LNC or any of its subsidiaries.

Competitive Compensation

In general, we target our executives’ total direct compensation — i.e., base salary, targeted annual incentive compensation and targeted long-term incentive compensation — at the median of the compensation paid to executives in similar positions at the insurance-based financial services and investment management companies with which we compete for talent. We then adjust the compensation as we believe appropriate given our executives’ experience and tenure and the scope of their roles and responsibilities. Because the roles and responsibilities of our executives are unlikely to be identical to those of executives with similar titles/roles in our peer companies, we often consider multiple sources of market data for this purpose. However, market data are only one of many factors considered when setting executive compensation targets. For more information on how we set target compensation and our benchmarking processes, please see “Setting 2021 Target Compensation” below.

Setting 2021 Target Compensation

The Compensation Committee made target compensation decisions for the 2021 calendar year for the NEOs based on a detailed analysis of Company-specific and external data.

External Benchmarking and Peer Group Selection

The Compensation Committee uses a comprehensive competitive compensation analysis as a reference point in setting target direct compensation levels for our NEOs. For 2021, this analysis included a review of our competitors’ base pay, annual incentive opportunities, long-term incentive values, and total direct compensation (the sum of the elements listed here) to establish market rates for each executive officer position, followed by a comparison of our current executive compensation levels to the market median of our peers.

For each of our NEOs, market data were drawn from the stock companies included in the Willis Towers Watson 2020 Diversified Insurance Study of Executive Compensation (the “DIS Study”). We have used the DIS Study for over 10 years, and if the stock companies included in the study are changed, we reflect those changes in our benchmarking peer group. This list also reflects the continued changes to traditional life and annuity companies resulting from mergers, acquisitions, divestitures, spin-offs and privatization across the insurance industry.

The Compensation Committee believes that these companies are the most appropriate for compensation benchmarking because, even though none has our exact business mix, each is a competitor in one or more of our core business units and each competes directly with us for talent and distribution of our products. Most of these peer companies compete with us in two or more lines of business, and the table below highlights which peers are a top-15 competitor in our core businesses. None of the companies in our peer benchmarking group is solely a property and casualty company, which the Compensation Committee believes is appropriate given that such companies have significantly different business and risk profiles than traditional life and annuity companies and do not compete with us directly for business or talent. We have found that trying to manufacture a compensation peer group based on arbitrary factors such as market capitalization, which is variable and can be volatile, or GICS code groupings would lead to the inclusion in the peer group of companies that are solely property and casualty insurers as well as other companies that do not compete with us in our space.

50 Lincoln National Corporation 2022 Proxy Statement

Setting 2021 Target Compensation ◾ Compensation Discussion & Analysis

The Compensation Committee has generally determined not to exercise discretion to remove or add peers to the compensation benchmarking group derived from the DIS Study to keep a consistent peer group year over year. However, because some of these companies have either higher or lower market capitalization, assets or revenue than we do, the data are size-adjusted, where possible, to develop comparable market rates for a hypothetical organization of similar size and type to our own. In addition, the Compensation Committee will remove a company from the benchmarking group if the company’s business mix changes such that it is no longer an appropriate peer. For example, AIG and CIGNA were previously removed from the benchmarking group derived from the DIS Study because of their size and the changes in their business mix. For 2021, the Compensation Committee removed Hartford Financial Services from the benchmarking group due to its focus on property and casualty insurance and difference in business mix.

Compensation Peer Group for Benchmarking

2020 DIS Study

Participant

Competitor for our core business units

Lists LNC as a peer

Top-15 competitor in our core business units¹

Competitor for distribution and talent

Life Insurance

Group

Protection

Annuities

Retirement

Plan Services

Aflac

_•

Allstate

_•

Allianz Life Insurance

_•

Brighthouse Financial

_•

CNO Financial

_•

Equitable Holdings

_•

Genworth Financial

_•

John Hancock

_•

MetLife

_•

Principal Financial

_•

Protective Life Insurance

_•

Prudential Financial

_•

Sun Life Financial

_•

Transamerica

_•

Unum Group

_•

Voya Financial

_•

Source for top-15 competitor data: (a) Life Insurance: 2021 ACLI Fact Book, based on individual life insurance in-force as of 2020; (b) Group Protection: LIMRA, based on 2020 year-end sales results; (c) Annuities: LIMRA 2020 Yearbook, based on annuity companies’ 2019 assets under management; and (d) Retirement Plan Services: PLANSPONSOR magazine, based on 2020 plan sponsor total defined contribution assets under management. Note that several of the top 15 competitors are mutual companies, which are not included in our benchmarking group.

Lincoln National Corporation 2022 Proxy Statement 51

Compensation Discussion & Analysis ◾ Setting 2021 Target Compensation

The market data described above was used as a primary reference for most roles. The Compensation Committee seeks to target total direct compensation within a competitive range of around the 50th percentile of the market data being used. If the roles and responsibilities of our executives are unlikely to be substantially comparable to those of executives with similar titles/roles in our peer companies, we consider multiple sources of market data for this purpose. However, market data are only one of many factors considered when setting executive compensation targets. In some cases, the Compensation Committee may target compensation above or below this range. Reasons for doing this include:

◾

experience and tenure in the role;

◾

organizational considerations; for example, because an executive’s role is considered especially critical to our overall business strategy and to our succession planning;

◾

uniqueness of an individual’s role as compared to similar roles at peer companies;

◾

internal pay equity considerations;

◾

to gain the specific expertise needed to build a new business or improve an existing one; or

◾

to retain highly qualified executives who we have recruited from outside the insurance industry or who we believe have skills or experience that will further our corporate strategy.

Tally Sheets

When making compensation decisions, the Compensation Committee considers:

◾

the recommendations of our Chief People Officer (“CPO”), the recommendations of our CEO, and the opinion of the Compensation Committee’s independent compensation consultant (although our CEO and CPO do not make recommendations with respect to their own compensation);

◾

the available market data; and

◾

reports called “tally sheets” illustrating the elements of targeted and realized total direct compensation, including:

–

base salary;

–

annual and long-term incentive awards;

–

401(k) contributions and deferred compensation; and

–

perquisites.

The tally sheets enable the Compensation Committee to analyze the value of total target compensation, as well as the value of compensation actually realized compared with the value of compensation opportunities the Compensation Committee originally established.

The Compensation Committee also uses the tally sheets to assess whether our executive compensation program is consistent with our compensation philosophy and desired positioning relative to the market data. However, tally sheets are just one point of information the Compensation Committee uses to determine NEO compensation. The Compensation Committee performs a similar analysis to establish the total targeted direct compensation for our CEO.

Total Targeted 2021 Direct Compensation

The table below shows the total targeted direct compensation set by the Compensation Committee for our NEOs for 2021:


2021 Target Total Direct Compensation for Our NEOs
Name	Base salary		Annual incentive award at target		Long-term incentive award at target		Total targeted annual compensation

Dennis R. Glass	$	1,360,000	$	2,856,000	$	9,515,000	$	13,731,000

Randal J. Freitag	$	863,719	$	1,166,021	$	2,652,250	$	4,681,990

Ellen G. Cooper	$	838,562	$	1,132,059	$	2,575,000	$	4,545,621

Jamie Ohl	$	757,050	$	1,097,723	$	1,645,200	$	3,499,973

Kenneth S. Solon	$	735,000	$	918,750	$	1,846,250	$	3,500,000

In response to feedback from shareholders, for the second consecutive year, no changes were made to Mr. Glass’s target total direct compensation level compared to the prior year. In addition, as discussed above, in consideration of a number of factors, including the philosophy that recently promoted executives should have their initial compensation targeted below median market rates, the Compensation Committee set Ms. Cooper’s total direct compensation as CEO for 2022 at an annual cash base salary of $1,125,000, an AIP target of 225% of her base salary, and an LTI target of 575% of her base salary, which was below market median and below the outgoing CEO’s target direct compensation level.

52 Lincoln National Corporation 2022 Proxy Statement

Annual Cash Compensation for 2021 ◾ Compensation Discussion & Analysis

Target total direct compensation for each of our other NEOs for 2021 increased compared to 2020, and each element of direct compensation is discussed further below. While the Compensation Committee made its initial determinations regarding 2021 target direct compensation for each NEO in February 2021, the Compensation Committee met again in April 2021 to consider additional compensation changes for the NEOs in light of a company-wide reorganization and reassignment of duties associated with the departure from the Company in March 2021 of two of the Company’s executive officers. The reorganization resulted in some additional responsibilities being assigned to certain of our NEOs. As a result, the Compensation Committee made changes to the target total direct compensation for each NEO, other than our CEO, to reflect, as applicable, the expansion of certain roles, to align each executives’ compensation appropriately with benchmark data, and to ensure the successful execution of the Company’s long-term growth strategy in recognition of the importance of each individual’s role in executing on that strategy and the overall competitive market for executive talent.

For these reasons, in April 2021, the Compensation Committee approved (i) for each NEO other than our CEO, an increase to his or her 2021 base salary, (ii) for Mses. Cooper and Ohl and Mr. Solon, increases to the percentage of base salary used to calculate their target long-term incentive awards for 2021, and (iii) for Mr. Solon, an increase to the percentage of base salary used to calculate his annual incentive award for 2021. The increases to Ms. Cooper’s base salary and target long-term incentive award were to reflect the expansion of her responsibilities to include leadership of the Company’s Annuities business. The increase to Ms. Ohl’s base salary and target long-term incentive award were to reflect the expansion of her responsibilities to include the role of Head of Brand, including marketing and communications. The increases to Mr. Solon’s base salary and target annual and long-term incentive awards were to reflect his assumption of the additional role of Head of Enterprise Services, as well as his leadership role with respect to the Spark Initiative, the Company’s new expense savings program announced in 2021.

As a result of these changes, the resulting total direct compensation for each such NEO for 2021 remained generally around the market median for their expanded roles and new positions, with the exception of Mr. Solon, whose total direct compensation was above the market median. These decisions by the Compensation Committee are consistent with the compensation-setting philosophy discussed above, which describes how the Committee may target total direct compensation within a range around the median or above median when it deems necessary due to, among other things, organizational considerations, including when an executive’s role is expanded or considered especially critical to the Company’s overall business strategy.

Annual Cash Compensation for 2021

During 2021, annual cash compensation was made up of base salary and a short-term incentive award under the AIP.

Base Salary

Base salaries are reviewed annually for market competitiveness and upon promotion or following a change in job responsibilities and are based on market data, internal pay equity and performance. In general, base salaries are targeted to the 50th percentile of the market data developed during the benchmarking process described above. In February 2021, the Compensation Committee set the base salary levels for 2021, starting with the 2020 base salaries and then approving merit increases based on the benchmarking data and compensation analysis discussed above as well as the individual performance of each NEO during 2020, using our enterprise-wide merit increase budget as a guide. Mr. Glass did not receive an increase in his base salary for 2021. In February 2021, the Compensation Committee approved base salary increases for most of our executive officers in line with merit increases for the overall employee population. The Compensation Committee approved a larger increase for Mr. Solon based on his individual performance during 2020 and the ongoing importance of his contributions to the Company on an enterprise-wide basis. Ms. Ohl’s base salary for 2021 reflected the increase in her responsibilities when she was named the leader of the Company’s Group Protection business in December 2020.

For the reasons discussed above under “Total Targeted 2021 Direct Compensation,” in April 2021, the Compensation Committee approved increases to the 2021 base salary for the following NEOs: Mr. Freitag’s base salary increased from $838,562 to $863,719, Ms. Cooper’s base salary increased from $739,500 to $838,562, Ms. Ohl’s base salary increased from $735,000 to 757,050, and Mr. Solon’s base salary increased from $675,000 to $735,000.

Lincoln National Corporation 2022 Proxy Statement 53

Compensation Discussion & Analysis ◾ Annual Cash Compensation for 2021

Accordingly, the base salaries for our NEOs effective March 15, 2021 were as follows:


Name		2021
Dennis R. Glass		$1,360,000
Randal J. Freitag		$863,719
Ellen G. Cooper		$838,562
Jamie Ohl		$757,050
Kenneth S. Solon		$735,000

As discussed earlier, the Compensation Committee approved base salary of $1,125,000 for Ms. Cooper effective upon her transition to the CEO role in May 2022, acknowledging the feedback received from shareholders regarding the overall quantum of compensation paid to our CEO.

Annual Incentive Program

2021 Payout Opportunities

The table below shows the dollar amount of the threshold, target and maximum payout opportunities for the 2021 AIP established by the Compensation Committee for each of our NEOs; the threshold, target and maximum opportunities are calculated as a percentage of each NEO’s base salary.

Payouts under the 2021 AIP are capped at the maximum amount. The threshold opportunity would be payable only in the case where the threshold goal is met for the performance measure with the lowest percentage payout amount.



Estimated Payout Opportunities under the 2021 AIP

Name	Threshold		Target		Maximum
Dennis R. Glass		$35,700		$2,856,000		$5,712,000
Randal J. Freitag		$14,575		$1,166,021		$2,332,042
Ellen G. Cooper		$11,321		$1,132,059		$2,264,118
Jamie Ohl		$13,722		$1,097,723		$2,195,446
Kenneth S. Solon		$11,484		$918,750		$1,837,500

As discussed earlier, the Compensation Committee determined that Ms. Cooper’s AIP target will be 225% of her base salary effective upon her transition to the CEO role in May 2022, acknowledging the feedback received from shareholders regarding the overall quantum of compensation paid to our CEO.

2021 Performance Measures and Goals

In February 2021, the Compensation Committee engaged in its annual review of the AIP, considering and selecting the performance measures and setting the goals and weightings for the 2021 AIP. In doing so, the Compensation Committee set goals that they believed supported the Company’s key objectives when determining financial performance targets: to align incentives with our annual financial plan, establish challenging yet achievable incentive targets for our executives and set goals that are consistent with our assessment of opportunities and risks for the upcoming year.

Performance Measures. The Committee engaged in a robust discussion regarding the appropriate performance measures for the 2021 AIP, selecting the three quantitative performance measures listed below because they focus on our overall corporate strategy of balancing top-line revenue growth with profitability and prudent expense management.

◾

Income from Operations per Share

◾

Business Unit Sales

◾

Management of Controllable Costs

54 Lincoln National Corporation 2022 Proxy Statement

Annual Cash Compensation for 2021 ◾ Compensation Discussion & Analysis

To learn more about why these measures were selected, see “Our Executive Compensation Program Pay for Performance Philosophy” above. The threshold, target and maximum goals associated with each measure are established annually so that they remain rigorous and in line with our financial plan.

For purposes of the 2021 AIP, Income from Operations is defined as net income in accordance with GAAP but excluding the after-tax effects of the items detailed in Exhibit 2 on page E-4. This is one of the financial measures that management uses to assess our results. (To calculate Income from Operations per Share, the value of Income from Operations (as defined in Exhibit 2) was divided by the average diluted shares.) Management believes that excluding these items from net income better reflects the underlying trends in our businesses because the excluded items are unpredictable and not necessarily indicative of current operating fundamentals or future performance of the business segments. In addition, in most instances, decisions regarding these items do not necessarily relate to the operations of the individual segments.

For our CEO, performance is measured entirely at the corporate level, while our other NEOs are assessed on both corporate and business unit performance. To reflect the different roles and responsibilities of our NEOs, the Compensation Committee also weighs the performance measures differently for each NEO, as shown in the tables on the following pages.

Performance Goals. In setting the goals for each of the performance measures, management and the Compensation Committee intended the target levels to be challenging yet achievable and the maximum levels to present a significant challenge, therefore requiring exceptionally strong performance to achieve these goals. The target goal for corporate Income from Operations per Share was set after consideration of a number of factors, including a review of our internal financial plan. The target goals for Business Unit Sales, at both the corporate and business-unit levels, and for the other business-unit-specific measures were based on our internal financial plan, emphasizing our corporate strategy to grow and protect the profitability of the business. The target goals for Management of Controllable Costs were based upon controllable costs as budgeted in our annual financial plan. We believe that our methodology for determining financial performance targets for the AIP supports the following key objectives:

◾

aligning incentives with our annual financial plan;

◾

establishing challenging yet achievable incentive targets for our executives; and

◾

setting targets that are consistent with our assessment of opportunities and risks for the upcoming year.

In establishing the performance goals for the 2021 AIP, the Compensation Committee took into account the sales environment across the business units over the previous year and the expectations for growth and impacts from the pandemic, as well as the internal financial plan. The 2021 goals at target for Business Unit Sales for each business unit were increased compared to the targets set for 2020, and for the Life Insurance, Annuities and Retirement Plan Services businesses were set above 2020 actual results. The 2021 target for Income from Operations per Share of $9.72 represented more than a 100% increase over the actual 2020 AIP result for this goal, despite being set slightly below the target established for the 2020 AIP. The Compensation Committee believed that this rigorous goal reflected the opportunities for underlying business growth, in light of the current business environment and the unpredictability of the impact of the COVID-19 pandemic on mortality and morbidity results. For the same reasons, the target goal for Mr. Freitag for Life Insurance Income from Operations for 2021 was also set slightly below his 2020 target, but significantly above the actual result for 2020.

2021 Performance Results and Actual Payouts

In February 2022, the Compensation Committee certified the performance results for the 2021 AIP. These results triggered a payout that was above target for all our NEOs. The following tables show the goals, weights, performance results and payout percentages for the 2021 AIP measures for each of our NEOs. With respect to the Controllable Costs measures, the threshold payout amount is shown in the tables as “N/A” because there is no payout under these measures unless target performance has been achieved. Based on the results certified by the Compensation Committee, a payout percentage, expressed as a percentage of the NEO’s target payout opportunity, is first determined for each goal. These payouts are then weighted to determine the weighted payout for each goal. The sum of these weighted payouts equals the NEO’s payout percentage. The tables also show the resulting performance-based payouts approved by the Compensation Committee under the 2021 AIP for each of our NEOs and how these payouts compared with each NEO’s target payout opportunity under this program.

Lincoln National Corporation 2022 Proxy Statement 55

Compensation Discussion & Analysis ◾ Annual Cash Compensation for 2021

Dennis R. Glass

Corporate Measures (100%)

Income from
operations
per share

Business unit sales

Life Insurance

Group
Protection

Annuities

Retirement

Plan Services

Enterprise

controllable costs

Goals

Threshold

$8.85

$507 M

$524 M

$8,720 M

$8,380 M

N/A

Target

$9.72

$634 M

$655 M

$10,900 M

$10,475 M

100%

Maximum

$10.89

$761 M

$786 M

$13,080 M

$12,570 M

89%

Results

Certified Performance

$12.10

$660 M

$590 M

$11,740 M

$10,840 M

95.9%

Payout as Percentage of Target

200.0%

120.5%

62.8%

138.5%

117.4%

136.5%

Weighting

50.0%

10.0%

7.0%

13.0%

5.0%

15.0%

Weighted payout

100.0%

12.0%

4.4%

18.0%

5.9%

20.5%

Target
opportunity

Payout

percentage
(Sum of weighted
payouts)

Payout amount

Actual payout under the 2021 AIP

$2,856,000

160.8%

$4,592,448

Randal J. Freitag

Corporate Measures (77.5%)

Business Unit Measures

(22.5%)

Income from
operations
per share

Business unit sales

Enterprise
controllable
costs

Finance

controllable

costs

Income from

operations
Life Insurance

Life
Insurance

Group

Protection

Annuities

Retirement

Plan Services

Goals

Threshold

$8.85

$507 M

$524 M

$8,720 M

$8,380 M

N/A

$528 M

Target

$9.72

$634 M

$655 M

$10,900 M

$10,475 M

100%

$600 M

Maximum

$10.89

$761 M

$786 M

$13,080 M

$12,570 M

89%

90%

$696 M

Results

Certified

Performance

$12.10

$660 M

$590 M

$11,740 M

$10,840 M

95.9%

98.8%

$851 M

Payout as

Percentage of Target

200.0%

120.5%

62.8%

138.5%

117.4%

136.5%

112.3%

200.0%

Weighting

35.0%

15.0%

6.0%

9.0%

5.0%

7.5%

15.0%

Weighted Payout

70.0%

18.1%

3.8%

12.5%

5.9%

10.2%

8.4%

30.0%

Target
opportunity

Payout

percentage
(Sum of weighted
payouts)

Payout
amount

Actual payout under the 2021 AIP

$1,166,021

158.8%

$1,851,641

56 Lincoln National Corporation 2022 Proxy Statement

Annual Cash Compensation for 2021 ◾ Compensation Discussion & Analysis

Ellen G. Cooper

Corporate Measures (85%)

Business Unit

Measures (15%)

Income from
operations
per share

Business unit sales

Corporate Investments
controllable costs

Life Insurance

Group

Protection

Annuities

Retirement

Plan Services

Goals

Threshold

$8.85

$507 M

$524 M

$8,720 M

$8,380 M

N/A

Target

$9.72

$634 M

$655 M

$10,900 M

$10,475 M

100%

Maximum

$10.89

$761 M

$786 M

$13,080 M

$12,570 M

85%

Results

Certified Performance

$12.10

$660 M

$590 M

$11,740 M

$10,840 M

97.4%

Payout as Percentage of Target

200.0%

120.5%

62.8%

138.5%

117.4%

117.6%

Weighting

50.0%

9.0%

4.0%

16.0%

6.0%

15.0%

Weighted Payout

100.0%

10.8%

2.5%

22.2%

7.0%

17.6%

Target
opportunity

Payout

percentage

(Sum of weighted
payouts

)

Payout amount

Actual payout under the 2021 AIP

$1,132,059

160.2%

$1,813,558

Jamie Ohl

Corporate Measures (60%)

Business Unit Measures (40%)

Income from
operations
per share

Business unit sales

Income from
operations
Retirement
Plan
Services

Income from
operations
Group
Protection

Workplace
Solutions
controllable
costs

Life
Insurance

Group

Protection

Annuities

Retirement

Plan Services

Goals

Threshold

$8.85

$507 M

$524 M

$8,720 M

$8,380 M

$163 M

$134 M

N/A

Target

$9.72

$634 M

$655 M

$10,900 M

$10,475 M

$185 M

$167 M

100%

Maximum

$10.89

$761 M

$786 M

$13,080 M

$12,570 M

$215 M

$200 M

90%

Results

Certified

Performance

$12.10

$660 M

$590 M

$11,740 M

$10,840 M

$235 M

$181 M

98.2%

Payout as

Percentage of Target

200.0%

120.5%

62.8%

138.5%

117.4%

200.0%

142.4%

117.6%

Weighting

25.0%

5.0%

12.5%

5.0%

12.5%

15.0%

Weighted Payout

50.0%

6.0%

7.8%

6.9%

14.7%

25.0%

17.8%

17.6%

Target
opportunity

Payout

percentage
(Sum of weighted
payouts)

Payout amount

Actual payout under the 2021 AIP

$1,097,723

145.9%

$1,601,577

Lincoln National Corporation 2022 Proxy Statement 57

Compensation Discussion & Analysis ◾ Long-Term Compensation Awarded or Vested in 2021

Kenneth S. Solon

Corporate Measures (85%)

Business Unit

Measures (15%)

Income from
operations
per share

Business unit sales

IT & Digital
controllable costs

Life Insurance

Group

Protection

Annuities

Retirement

Plan Services

Goals

Threshold

$8.85

$507 M

$524 M

$8,720 M

$8,380 M

N/A

Target

$9.72

$634 M

$655 M

$10,900 M

$10,475 M

100%

Maximum

$10.89

$761 M

$786 M

$13,080 M

$12,570 M

90%

Results

Certified Performance

$12.10

$660 M

$590 M

$11,740 M

$10,840 M

93.9%

Payout as Percentage of Target

200.0%

120.5%

62.8%

138.5%

117.4%

160.7%

Weighting

50.0%

10.0%

7.0%

13.0%

5.0%

15.0%

Weighted Payout

100.0%

12.0%

4.4%

18.0%

5.9%

24.1%

Target
opportunity

Payout

percentage

(Sum of weighted
payouts

)

Payout amount

Actual payout under the 2021 AIP

$918,750

164.4%

$1,510,425

In calculating Income from Operations in accordance with the terms of the 2021 AIP, certain defined exclusions were made (as listed in Items A through J of Exhibit 2 on pages E-4 and E-5). The Compensation Committee can, at its discretion, reduce award payouts by including, rather than excluding, certain of the defined exclusions if it determines that one or more of those factors were relevant to individual performance. The Compensation Committee may also make other discretionary adjustments to the calculation of the performance results, if the Committee believes the adjustment is appropriate and reasonable in light of the specific circumstances in a given year. In general, in certifying the results for the 2021 AIP awards, the Compensation Committee did not exercise discretion for our NEOs, except as noted below, and maintained the formulaic results.

In certifying the results for the 2021 business unit Income from Operations measures for the Group Protection and Life Insurance segments, the Compensation Committee exercised its discretion and adjusted the results for these measures to account for unforeseen increases in the level of COVID-19 mortality claims impacting the Group Protection business, which were outside of management’s control and not anticipated or forecast by the Company when setting the 2021 AIP goals. These adjustments resulted in an increase to the performance of the Group Protection Income from Operations measure and an equal decrease to the performance of the Life Insurance Income from Operations measure and resulted in increasing the AIP payout for all employees in the Company’s Group Protection business, including Ms. Ohl, but had no impact on the AIP payout for any other NEO or for any employees in the Life Insurance business (given that the performance of the Life Insurance measure as adjusted still exceeded the maximum payout level). The Compensation Committee believed that this adjustment was appropriate and reasonable given the unpredictable nature of the impacts from an unprecedented global pandemic over the course of the previous year as the Company continued to improve its underlying business all while delivering on its promises to customers, shareholders and employees.

Long-Term Compensation Awarded or Vested in 2021

Long-term compensation for our NEOs generally includes three equity elements:

◾

PSAs, which vest, if at all, depending on the outcome of pre-established relative TSR and absolute financial performance measures over a three-year performance period, and, in the case of the PSAs granted in 2021, as modified by the application of an absolute DE&I performance measure. Consistent with our fundamental pay for performance philosophy, these awards are linked to metrics that measure the creation of long-term shareholder

58 Lincoln National Corporation 2022 Proxy Statement

Long-Term Compensation Awarded or Vested in 2021 ◾ Compensation Discussion & Analysis

value, and for 2021 important progress toward our diversity goals, with above-target compensation paid out only when performance has exceeded the target level. For PSAs granted prior to 2021, payouts are capped at two times target, and for the PSAs granted in 2021, payouts are capped at 2.4 times target, taking into account the application of the DE&I modifier;

◾

RSUs, which cliff-vest in three years; and

◾

Options, which have a 10-year term and vest ratably over three years.

2021 LTI Award Mix

Our targeted long-term incentive mix for 2021 — i.e., the percentage of the total 2021 LTI award delivered through each equity element — for our NEOs other than our CEO was 40% PSAs, 30% RSUs and 30% Options. The Compensation Committee adjusted our CEO’s LTI equity award mix to increase the percentage of equity granted as PSAs and decrease the percentage granted as Options, resulting in a 2021 LTI mix for our CEO of 50% PSAs, 30% RSUs and 20% Options. These changes were responsive to shareholder feedback received and are consistent with our fundamental pay for performance philosophy. The LTI equity award mix for our CEO for 2020 compared to 2021 is shown below.

LOGO

The RSUs and PSAs will be paid in shares of our common stock if the applicable vesting requirements and, in the case of PSAs, performance targets are met. Long-term equity-based awards such as these encourage our NEOs to act as owners, thus aligning their interests with those of shareholders. The Options and RSUs are not tied to formulas that could focus our executives on specific short-term outcomes. Instead, the value of these awards to our NEOs depends on the positive financial performance of our Company over time, as expressed through the multiyear increase in share value. The PSA and RSU awards also earn dividends that are only paid out upon the award vesting. These equity awards are subject to clawback provisions. In addition, the shares of common stock paid out upon the vesting of PSA and RSU awards or delivered upon the exercise of Options are subject to share retention requirements. See “Our Executive Compensation Program Pay for Performance Philosophy” above for a discussion of the clawback provisions and share retention requirements.

2021-2023 Performance Share Awards

The 2021-2023 performance cycle began on January 1, 2021, and ends on December 31, 2023. In February 2021, the Compensation Committee established:

◾

the threshold, target, and maximum PSA amounts payable to the NEOs;

◾

the relevant performance measures (Operating ROE and Relative TSR, plus the DE&I modifier);

◾

the peer group used to assess Relative TSR performance;

◾

the relative weighting of each performance measure; and

◾

the goals for threshold, target and maximum payouts for each performance measure.

The maximum goals were intended to present a challenge for management and create appropriate incentives for our executives to create financial growth and long-term shareholder value. For the Operating ROE and Relative TSR performance measures, the maximum payout is capped at 200% of target and occurs when performance is superior, and the minimum payout, 25% of target, results when the performance threshold is met. For example, the minimum

Lincoln National Corporation 2022 Proxy Statement 59

Compensation Discussion & Analysis ◾ Long-Term Compensation Awarded or Vested in 2021

payout for each of these performance measures is calculated as follows: 25% multiplied by the relative weighting of the performance measure multiplied by the target payout opportunity. The DE&I modifier, which has been added as a new performance measure for the LTI program beginning with the 2021-2023 performance cycle, is applied after the results for the two other LTI performance measures have been calculated. Depending on the achievement level of the DE&I goal, the modifier can increase or decrease the PSA payout by up to 20%, as discussed further below. The application of the modifier can result in a maximum payout under the 2021 LTI of 240% of the target award, and a minimum payout of 10% of the target award, assuming threshold achievement levels have been met for the Operating ROE and Relative TSR measures.

In February 2021, the Compensation Committee considered and approved the performance measures for the 2021-2023 performance cycle, deciding on three measures, Operating ROE, Relative TSR and the DE&I modifier, for the reasons set forth in the table below. Operating ROE and Relative TSR are weighted equally. For any portion of the PSAs to ultimately vest, the minimum achievement level for at least one of these two performance measures must be attained. In other words, if performance on both measures falls below the threshold, there is no payout, regardless of the performance of the goal associated with the DE&I modifier.

Among the factors the Compensation Committee considered in setting the Relative TSR and Operating ROE performance measures were peer group performance, market data and our financial plan. In establishing the weightings of the performance share plan measures, the Compensation Committee took into account its belief and management’s belief that, over the long-term, Operating ROE is a key input to shareholder value and TSR represents the actual value delivered to shareholders. The specific goals for each measure were set for compensation purposes only and do not constitute, and should not be viewed as, management’s projection of future results.

Operating ROE for the 2021-2023 performance period is an absolute measure that is to be calculated as of the end of the performance period. Operating ROE is defined as Income from Operations (as defined above with respect to the 2021 AIP) divided by average shareholders’ equity for the year. Shareholders’ equity excludes accumulated other comprehensive income or other similar items and any increase in equity due to goodwill associated with an acquisition during the performance period, any increase in equity due to changes in our effective tax rate and the related taxes due to legislative changes and changes in tax laws.

Relative TSR for the 2021-2023 performance period is a relative measure based on Lincoln’s point-to-point TSR for the performance period ranked against the TSR results for the peer group shown below. The Compensation Committee believes that, unlike the compensation peer group, the TSR performance peer group should be limited to companies that publish financial results against which our results are compared by the investment community and that offer competing insurance and financial products. Accordingly, the TSR performance peer group is reviewed and updated, as necessary, on an annual basis. There were no changes made to this peer group for 2021.



2021-2023 Relative TSR Performance Peer Group
◾	Aegon	◾	Globe Life
◾	Ameriprise Financial	◾	Manulife
◾	Athene*	◾	Principal Financial
◾	Brighthouse Financial	◾	Prudential Financial
◾	Equitable Holdings	◾	Unum Group

*	Although Athene was included in the peer group when established by the Compensation Committee in February 2021, it was subsequently removed in January 2022 upon the completion of Athene’s merger with Apollo Asset Management.

60 Lincoln National Corporation 2022 Proxy Statement

Long-Term Compensation Awarded or Vested in 2021 ◾ Compensation Discussion & Analysis

The DE&I Modifier goal for the 2021-2023 performance period is an absolute measure that is to be calculated as of the end of the performance period, based on the percentage increases in the Company’s Black officer population and total minority officer population at the end of the three-year performance period. The 2021 LTI program defines “officers” as employees at or above the level of assistant vice president. Adjustments are permitted for total officer population size movements during the performance period (e.g., in the event of an acquisition or reduction in workforce).



Performance award measures, weightings, and goals for the 2021-2023 performance award cycle

Operating Return on Equity (ROE) Why Chosen: A key measure of our financial health that management uses to evaluate our business and that is also used by investors to value companies in the financial services industry. It provides a meaningful measure of performance that is closely tied to long-term shareholder value. Relative weight: 50%			Relative Total Shareholder Return (TSR) Why Chosen: Assesses the Company’s delivery of shareholder value over time relative to that of our peers. Relative weight: 50%
Goal at threshold	Goal at target	Goal at maximum	Goal at threshold	Goal at target	Goal at maximum

12.61%	13.26%	13.91%	Ranking of 8th out of 11	Median of peer group	Ranking of 1st to 3rd out of 11

Diversity, Equity and Inclusion (DE&I) Modifier Why Chosen: This measure reflects the Company’s long-standing commitment to DE&I by formally tying executive compensation to the achievement of quantitative DE&I goals. Modifier is applied to the payout results determined by the Operating ROE and Relative TSR calculations


Percentage Increase in Black Officer Population at end of three-year performance period	Percentage Increase in Total Minority Officer Population at end of three-year performance period	Modifier Applied
0%	N/A	–20%
Greater than 0%, but less than 50%	N/A	Between > –20% and <0%
50%	31%	No impact
Greater than or equal to 50%	Greater than 31%, but less than 53%	Between >0% and <20%
Greater than or equal to 50%	Greater than or equal to 53%	20%

If earned, the 2021-2023 performance share awards will be paid out in shares of our common stock. The table shows the number of shares that our NEOs have the potential to earn at different performance levels:



Estimated Share Payout Opportunities under the 2021-2023 Performance Award Cycle as of Grant Date*

Name	Threshold (#)		Target (#)		Maximum (#)

Dennis R. Glass		8,886		88,859		213,262

Randal J. Freitag		1,968		19,684		47,242

Ellen G. Cooper		1,847		18,471		44,330

Jamie Ohl		1,187		11,874		28,498

Kenneth S. Solon		1,139		13,392		32,141

*	Amounts do not include dividend equivalents.

Lincoln National Corporation 2022 Proxy Statement 61

Compensation Discussion & Analysis ◾ Long-Term Compensation Awarded or Vested in 2021

The grant date fair value of the Options, RSUs and PSAs awarded in 2021 are included in the Summary Compensation Table in “Executive Compensation Tables.” Additional details regarding the 2021-2023 PSAs granted to the NEOs can be found in the Grants of Plan-Based Awards table in “Executive Compensation Tables.”

2019-2021 LTI Program

The Compensation Committee established the performance-based 2019 LTI Program at its February 2019 meeting, with performance metrics that measure the creation of long-term shareholder value. The Compensation Committee approved the equity awards under the 2019 LTI Program, including grants of PSAs, RSUs and Options.

RSUs and Options

The RSUs cliff vested three years from the date of grant. The Options vested ratably over a three-year period, with one-third vesting on each of the first three anniversaries of the grant date. The RSUs and the final tranche of Options vested on February 27, 2022. Additional details regarding the RSUs and Options granted in 2019 can be found in the Outstanding Equity Awards table in “Executive Compensation Tables.”

2019-2021 Performance Share Awards

At the February 2019 meeting, the Compensation Committee established the 2019-2021 performance cycle for PSAs for the period that began January 1, 2019, and ended on December 31, 2021. The Compensation Committee set:

◾

the threshold, target and maximum PSA amounts payable to the NEOs;

◾

the relevant performance measures (Operating ROE and Relative TSR);

◾

the peer group used to assess Relative TSR performance;

◾

the relative weighting of each performance measure; and

◾

the goals for threshold, target and maximum payouts for each performance measure (25%, 100% and 200% of target, respectively).

The payouts for the 2019-2021 LTI PSAs could have ranged from 0% to 200% of each NEO’s target, with a threshold payout for each performance measure equal to 25% of target. For the PSA to be payable, the threshold or minimum achievement level for at least one of the performance measures must have been attained. Therefore, a minimum award would be calculated as follows: 25% multiplied by the relative weighting of the performance measure multiplied by the target amount.

The following table shows the number of shares that each NEO had the potential to earn under the 2019-2021 LTI performance cycle at the threshold, target and maximum levels:



Estimated Share Payout Opportunities under the 2019-2021 Performance Award Cycle as of Grant Date*

Name	Threshold (#)		Target (#)		Maximum (#)

Dennis R. Glass		5,663		45,303		90,606

Randal J. Freitag		1,798		14,385		28,770

Ellen G. Cooper		1,435		11,477		22,954

Jamie Ohl		579		4,635		9,270

Kenneth S. Solon		1,049		8,390		16,780

*	Amounts do not include dividend equivalents.

In February 2022, the Compensation Committee reviewed the reports and analysis that management provided regarding our performance during the 2019-2021 performance cycle and determined the results for each performance measure, as shown in the graphic that follows. As a result of the performance by the Company in each of these key metrics over the performance period (which was above the target performance level for the Operating ROE measure and at

62 Lincoln National Corporation 2022 Proxy Statement

Long-Term Compensation Awarded or Vested in 2021 ◾ Compensation Discussion & Analysis

the threshold performance level for the Relative TSR measure), the Compensation Committee approved a payout of the 2019-2021 performance share awards at 112.5% of target.



Performance goals, actual results and actual payout percentages for the 2019-2021 performance award cycle

Operating Return on Equity (ROE)			Relative Total Shareholder Return (TSR)
Relative weight: 50%			Relative weight: 50%
Goal at threshold	Goal at target	Goal at maximum	Goal at threshold	Goal at target	Goal at maximum

12.05%	12.7%	13.35%	Ranking of 8th out of 11	Median of peer group	Ranking of 1st to 3rd out of 11


Actual results	Payout as percentage of target		Actual results	Payout as percentage of target

15.75%	200%		8th in peer group (TSR of 27.23%)	25%

Operating ROE for the 2019-2021 LTI performance period was an absolute measure that was calculated as of the end of the three-year performance period using the definition set forth in Exhibit 2 on page E-5.

In calculating Operating ROE for the 2019-2021 LTI performance period, certain defined exclusions were made (as listed in Items A through I of Exhibit 2 on pages E-5 and E-6) in accordance with the terms of the plan. As a result, as of December 31, 2021, Operating ROE as calculated in accordance with plan formula was 12.60%. In light of the continued significant impact of the COVID-19 pandemic on the Company’s earnings during 2021, the Compensation Committee exercised its discretion to adjust the formulaic Operating ROE results by excluding the impact to earnings attributable to unanticipated COVID-19 mortality claims during 2021. This adjustment was equal to the formulaic adjustment made as part of the calculation of Operating Earnings per Share under the 2021 AIP and resulted in an Operating ROE of 15.75% for the 2019-2021 LTI performance period, which the Committee certified. The Compensation Committee believes that the adjustment was reasonable and appropriate in light of management’s inability to forecast or control the impact of the pandemic mortality claims on Operating ROE during 2021 and that the resulting adjusted Operating ROE more accurately reflects the Company’s underlying operating performance during the period, thereby aligning pay more appropriately with performance.

Relative TSR for the 2019-2021 LTI was based on our TSR results for the performance period ranked against the TSR results for the peer group shown below.

The Company’s TSR for the performance period was 27.23%, as calculated in accordance with the LTI plan, which ranked eighth among the peers listed in the table below.



2019-2021 Relative TSR Peer Group
◾	Aegon	◾	Principal Financial
◾	Ameriprise Financial	◾	Prudential Financial
◾	Athene	◾	Globe Life (formerly Torchmark)
◾	Brighthouse Financial	◾	Unum Group
◾	Equitable Holdings (formerly AXA Equitable)	◾	Voya Financial

For a discussion of our TSR Peer Group selection process, see the “2021-2023 Performance Share Awards” discussion above.

Lincoln National Corporation 2022 Proxy Statement 63

Compensation Discussion & Analysis ◾ Participation in Executive Compensation Decisions

TSR for the 2019-2021 LTI is defined as the change in the price of a share of common stock plus dividends paid, over the relevant performance period, divided by the price of a share of common stock at the beginning of the performance period for us and for each of our peers. We used an average of the prices of the common stock as reported on the NYSE consolidated transactions tape for the 30 trading days preceding the beginning and end dates of the 2019-2021 performance period to determine the beginning and ending share prices for the performance period to eliminate the effects of any short-term volatility on the stock price.

The table below shows the resulting PSA payouts:



Actual Payouts under 2019-2021 Performance Share Awards
Name	Target (# of shares)		Payout percentage of target		Payout (# of shares)¹

Dennis R. Glass		45,303		112.5%		50,966

Randal J. Freitag		14,385		112.5%		16,183

Ellen G. Cooper		11,477		112.5%		12,912

Jamie Ohl		4,635		112.5%		5,214

Kenneth S. Solon		8,390		112.5%		9,439

¹	Share amounts do not include dividend equivalents accrued and paid out in shares of common stock on the vesting date. Such dividend equivalent amounts were as follows: Mr. Glass, 5,024 shares; Mr. Freitag, 1,595 shares; Ms. Cooper, 1,272 shares; Ms. Ohl, 513 shares; and Mr. Solon, 930 shares.

The payouts of PSAs under the 2016-2018, 2017-2019 and 2018-2020 LTI programs were 200%, 100% and 12.5%, respectively.

Participation in Executive Compensation Decisions

Role of the Compensation Committee

The Compensation Committee has primary authority for determining the compensation of our executive officers, including our NEOs. Specifically, it:

◾

approves the individual pay components and aggregate compensation amounts for our executives;

◾

determines the form(s) in which compensation will be paid — i.e., cash or equity — and the equity vehicles to be used, including PSAs, RSUs or Options;

◾

establishes the target award levels and performance measures for the various short- and long-term compensation programs; and

◾

certifies the performance in accordance with the terms of the short- and long-term compensation programs.

For a description of the Compensation Committee’s principal functions, see “Board Committees — Compensation Committee.”

The Compensation Committee normally determines the portion of performance-based incentive awards earned for completed performance cycles at its first regularly scheduled meeting of the calendar year (usually in February) following the end of the applicable performance cycle. During this meeting, the Compensation Committee reviews results for the various performance measures for the just-completed annual and long-term performance cycles, certifies the achievement (or non-achievement) of the performance goals, and approves the earned portion of the awards, as appropriate.

64 Lincoln National Corporation 2022 Proxy Statement

Risk Considerations Relating to Compensation ◾ Compensation Discussion & Analysis

Role of Management

In determining executive compensation, the Compensation Committee considers input from a number of sources, including executive management. However, our CEO and CPO do not play any role in, and are not present for, any discussions regarding their own compensation. Specifically, our CEO and CPO provide the Compensation Committee with their views and insight on NEO compensation (other than for themselves), including:

◾

their assessment of individual executive performance, the business environment, succession planning and retention; and

◾

recommendations for base salary, target annual incentive awards and target long-term incentive awards for each NEO.

The Compensation Committee views this input as an essential component of the executive compensation determination process.

Role of the Compensation Consultant

The Compensation Committee regularly consults with Pay Governance LLC, an independent compensation consultant, for advice regarding compensation practices for our executives. The Compensation Committee has the sole authority to hire or fire any compensation consultant, as well as to establish the scope of the consultant’s work.

During 2021, Pay Governance provided the Compensation Committee with:

◾

an evaluation of our executive officers’ base salaries and short- and long-term target incentive compensation relative to that of identified peers and the broader market;

◾

an evaluation of the alignment of the Company’s executive compensation with Company performance;

◾

information on trends in executive compensation, such as the use of various forms of equity compensation and the prevalence of different types of compensation vehicles, as well as regulatory developments;

◾

an advance review of management-prepared materials for each Compensation Committee meeting;

◾

assistance in the review and discussion of material agenda items;

◾

an independent review of our analytical work related to executive compensation;

◾

insight and advice in connection with the design of, and any changes to, our equity grants and short- and long-term incentive plans;

◾

feedback regarding our CEO’s total targeted direct compensation package; and

◾

timely industry-specific details related to compensation levels, incentive design changes, and other trends.

Pay Governance does not provide us with any services other than advising the Compensation Committee on executive compensation and the Corporate Governance Committee on director compensation. The Compensation Committee has assessed the independence of Pay Governance pursuant to SEC rules and concluded that no conflict of interest exists.

Risk Considerations Relating to Compensation

The structure and administration of our compensation programs are designed to, among other objectives, appropriately balance risk and reward. As part of the annual risk assessment of our compensation plans, we identify, analyze and evaluate all of our employee compensation programs to assess any risks these programs might pose. The process includes, but is not limited to:

◾

identifying all of the compensation programs that cover our employees;

◾

reviewing these programs from a design and governance perspective, including evaluating the behavior each program is designed to encourage and detailing the flow of compensation for each program;

◾

identifying any risks inherent in the programs, including analyzing whether any of the programs encourage our executives or any other employees to take risks that could harm the Company; and

◾

identifying and discussing any additional risk mitigation factors in the program design and any additional risk controls outside of the compensation process specific to each business model.

Lincoln National Corporation 2022 Proxy Statement 65

Compensation Discussion & Analysis ◾ Other Compensation Considerations

Once the annual assessment is completed and reviewed by our Chief Risk Officer and Chief Investment Officer, our Head of Total Rewards formally reviews the analysis of our programs and discusses the findings with the Compensation Committee. Some of the features of our compensation programs that limit risk include the following:

◾

our incentive plan awards are based on a balanced set of performance indicators, thus minimizing the potential for any single indicator of performance to have an undue influence on payout;

◾

the Compensation Committee approves the final incentive plan awards and has the authority to decrease the awards even if the performance goals are met;

◾

the “clawback” features of our equity awards, which allow us to rescind an executive’s award(s) under certain conditions;

◾

the balanced pay mix, which minimizes the significance of any single element of pay;

◾

the multiyear performance criteria for our PSAs and the multiyear vesting elements of our other LTI program equity awards, which link the interests of our executives with the long-term health of the Company;

◾

both the annual incentives and the PSAs have payouts that are capped;

◾

our share ownership guidelines and holding requirements encourage our executives to focus on sustaining long-term performance rather than maximizing performance in any single year; and

◾

fixed compensation is set at a level that allows executives to meet their essential financial needs.

For 2021, the Compensation Committee discussed the evaluation and risk assessment review of our compensation programs and confirmed that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. The risk assessment also highlights other aspects of the administration and oversight of our plans that build considerable risk mitigation into the plans’ organizational structure.

Other Compensation Considerations

Equity Award Grant Procedures. The Compensation Committee formally approves our equity award grant procedures, including procedures for granting Options. All Options are granted with a “strike,” or exercise, price set at the closing price of our common stock as reported on the composite transactions tape of the NYSE on the grant date. Although the Compensation Committee Chair may approve changes to executive compensation, subject to the Compensation Committee’s review and ratification, only the full Compensation Committee or the Board has the authority to grant equity awards to executive officers.

Although the Compensation Committee typically makes equity award grants during its first regularly scheduled meeting of the calendar year, the Compensation Committee or the Board may also grant equity awards to executives at other regularly scheduled or special meetings, or by taking action through unanimous written consent in order to accommodate special circumstances, such as new hires or promotions.

◾

For equity awards granted to executives at a regularly scheduled meeting of the Board or Compensation Committee, the grant date is the date of the meeting.

◾

For equity awards granted at a “special” meeting of the Board or Compensation Committee that does not occur during the period in which trading of our securities is permitted under our Insider Trading and Confidentiality Policy (an “open window period”), the grant becomes effective on the first business day of the next open window period. (Open window periods generally begin on the later of the second business day after our quarterly earnings release or the first business day after our public call with investors).

◾

For equity awards granted by unanimous consent, the grant becomes effective on the first business day of the week following the effective date of the written consent; however, if that business day is not during an open window period, the grant becomes effective on the first business day of the next open window period.

Tax Considerations. The Internal Revenue Code of 1986, as amended (“IRC”), generally limits a public company’s corporate income tax deduction for compensation to $1 million per year for all individuals who are considered NEOs. The Compensation Committee implements compensation programs that it believes are competitive, will attract and retain executive talent and are in the best interests of the Company and its shareholders. Accordingly, the compensatory arrangements (including amendments to existing compensatory arrangements) approved by the Compensation Committee may provide for non-deductible payments or benefits.

66 Lincoln National Corporation 2022 Proxy Statement

Employee Benefit Plans ◾ Compensation Discussion & Analysis

Employee Benefit Plans

We offer our executives some additional benefits not offered to our non-executive employees, in some cases to replace benefits the executives lose as a result of regulatory limits in the broad-based tax-qualified plans. We use these benefits to attract and retain key employees, since our competitors typically offer the same types of benefits.

Our Deferred Compensation Plan. We provide certain benefits to our executive officers through our nonqualified defined contribution plan — the Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan (the “DC SERP”). As discussed further in “Executive Compensation Tables — Nonqualified Deferred Compensation,” the Company makes matching and excess core contributions to the DC SERP on behalf of the plan participants. Excess core contributions are credited the first quarter after the end of the plan year. In addition, as discussed further under “Executive Compensation Tables — Nonqualified Deferred Compensation,” the Company makes an additional contribution to the DC SERP for its executive officers, a “special executive credit,” which is also credited in the first quarter after the end of the plan year.

Change-of-Control Severance Arrangements. We offer our executives a severance plan that provides potential benefits in connection with a change of control of the Company. Payment of benefits under this plan, the Lincoln National Corporation Executives’ Severance Benefit Plan (the “LNC COC Plan”), is triggered when an executive’s employment is terminated (under specific circumstances) in anticipation of or within two years after our change of control. The objectives of the change-of-control benefits are to:

◾

retain qualified executives in the face of an actual or threatened change of control of the Company;

◾

enable executives to help our Board assess any proposed change of control of the Company and advise whether such a proposal is in the best interests of the Company, our shareholders, our policyholders and customers without being unduly influenced by the possibility of employment termination; and

◾

demonstrate to those executives our desire to treat them fairly and competitively in such circumstances.

Each year the Compensation Committee reviews an analysis prepared by its independent compensation consultant that estimates for each NEO the benefits associated with a potential change of control of the Company and the cost of those benefits to us. For 2021, the Compensation Committee found that the estimated costs for these benefits would be reasonable. For more information on the LNC COC Plan, see “Executive Compensation Tables – Potential Payments upon Termination or Change of Control.”

Severance Plans. We also offer our NEOs (other than our CEO) and our other executive officers a severance plan in the event they are involuntarily terminated other than for cause, other than in connection with our change of control. The plan pays 78 weeks of severance benefits. To qualify for benefits under this plan (The Severance Plan for Officers of Lincoln National Corporation (the “Officers’ Severance Plan”)), the officer must sign our standard form of agreement, waiver and release of claims, which includes forfeiture provisions for competition and solicitation. Any payments made under the Officers’ Severance Plan reduce, on a dollar-for-dollar basis, any payments the officer receives under the LNC COC Plan. For more information on the Officers’ Severance Plan, see “Executive Compensation Tables – Potential Payments upon Termination or Change of Control.”

Compensation Committee Report

The Compensation Committee has reviewed and discussed this Compensation Discussion & Analysis with management and has recommended to the Board that the Compensation Discussion & Analysis be included in this proxy statement and incorporated by reference into the Company’s 2021 Form 10-K.

The Compensation Committee

William H. Cunningham

Eric G. Johnson

Janet Liang

Michael F. Mee

Patrick S. Pittard, Chair

Lincoln National Corporation 2022 Proxy Statement 67

Executive Compensation Tables ◾ Summary Compensation Table

Executive Compensation Tables

Summary Compensation Table

The table below shows the compensation of our NEOs for 2021. See “Narrative to Summary Compensation Table” below for more information.



Summary Compensation Table

Name and principal position	Year		Salary ($)		Bonus ($)		Stock awards ($)¹		Option awards ($)²		Non-equity incentive plan compensation ($)³		Change in pension value and non-qualified deferred compensation earnings ($)⁴		All other compensation ($)⁵		Total ($)⁶

Dennis R. Glass		2021		1,360,000		—		8,023,336		1,903,014		4,592,448		200,407		681,719		16,760,924
President and CEO		2020		1,360,000		—	&