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Lincoln National Corporation announced that Brian Kroll, Executive Vice President and Head of Retail Life and Annuity Solutions, plans to retire. He notified the company of his intention to retire effective June 1, 2026. The company describes this retirement as part of a planned succession for its Retail Life and Annuities businesses.
Lincoln National Corporation is asking shareholders to vote at a fully virtual 2026 Annual Meeting on May 28, 2026. Holders of common stock and specified Series C and D depositary shares as of March 23, 2026 may vote online, by phone, mail, or during the meeting.
Shareholders will elect ten directors, ratify Ernst & Young LLP as auditor, cast an advisory vote on executive pay, and consider a shareholder proposal seeking an independent board chair, which the board recommends against. Nine of ten nominees are independent, with a combined skills mix in finance, insurance, risk management, and governance.
The proxy highlights strong 2025 total shareholder return that exceeded the S&P 500 and a peer group over one- and three-year periods, capital levels above a 420% risk-based capital ratio goal, and a 270-basis-point leverage ratio decline. About 91% of CEO and 82% of other named executive officer 2025 target pay was performance-based.
The compensation committee approved in February 2025 a one-time, largely performance-based CEO equity award valued at $9 million, split 60% into performance-hurdle shares with stock price targets over up to seven years and 40% into time-based RSUs vesting over five years. In 2025, 94% of votes supported say-on-pay, and the company engaged shareholders representing significant portions of outstanding shares on strategy, governance, ESG, and pay design.
LINCOLN NATIONAL CORP director Ryan Owen received a grant of phantom stock units as part of his board compensation. On this Form 4, he acquired 1,267.610 Phantom Stock Units, each equivalent to one share of LNC common stock at a reference price of $35.50 per unit. These units were issued as a quarterly payment of board retainer and fees under the Deferred Compensation Plan for Non-employee Directors and are payable only in LNC common stock upon resignation or retirement. Following this grant and prior dividend reinvestments of 229.51 shares, Owen directly holds 23,122.93 phantom stock units linked to LNC common stock.
Morris James T reported acquisition or exercise transactions in this Form 4 filing.
Lincoln National Corp director James T. Morris received 1,267.61 phantom stock units as a grant tied to board retainer and fees. Each unit equals one share of common stock and is payable in stock at resignation or retirement. After this award and dividend reinvestment, he holds 5,197.7 phantom stock units.
LeFebvre Dale reported acquisition or exercise transactions in this Form 4 filing.
Lincoln National Corp director Dale LeFebvre received a grant of phantom stock units as part of board compensation. On the reported date, LeFebvre was awarded 1,267.610 phantom stock units, each equivalent to one share of Lincoln National common stock, at a reference price of $35.50 per unit.
The units were credited under the company’s Deferred Compensation Plan for Non-employee Directors in the Lincoln National stock fund and are payable solely in common shares upon resignation or retirement. Following this grant and dividend reinvestment activity, LeFebvre holds 28,860 phantom stock units in total.
LACHMAN M LEANNE reported acquisition or exercise transactions in this Form 4 filing.
Lincoln National Corp director Leanne M. Lachman received 1,267.61 Phantom Stock Units on Common Stock as a grant under the company’s deferred compensation plan. Each unit equals one LNC share and is payable in Common Stock at resignation or retirement, bringing her total phantom units to 40,581.49.
KELLY GARY C reported acquisition or exercise transactions in this Form 4 filing.
Lincoln National Corp director Gary C. Kelly received a grant of 1,267.6100 Phantom Stock Units on the company’s deferred compensation plan. Each unit is equivalent to one share of LNC common stock and represents quarterly board retainer and fees. After this award, Kelly holds 110,769.8800 Phantom Stock Units, which are payable solely in LNC common shares at resignation or retirement, though he may transfer these units into an alternative investment account within the plan.
LINCOLN NATIONAL CORP director Eric G. Johnson received a grant of 1,267.6100 Phantom Stock Units equivalent to LNC common shares at a reference price of $35.50 per unit. The award represents quarterly board retainer and fees credited under the Deferred Compensation Plan for Non-employee Directors.
These phantom stock units are credited to the LNC Stock Fund account and are payable solely in shares of LNC common stock upon Johnson’s resignation or retirement, although he may transfer the units into an alternative investment account at any time. Following this grant and dividend reinvestment activity, Johnson holds 96,403.2700 phantom stock units, including 999.08 units acquired through dividend reinvestment since his last report.
Lincoln National Corp director Reginald E. Davis received a grant of phantom stock units as part of his board compensation. On this date, he acquired 1,267.610 phantom stock units, each equivalent to one share of Lincoln National common stock, at a reference price of $35.50 per unit. Following this grant and prior accruals, he holds a total of 29,663.230 phantom stock units, including 298.20 units accumulated through dividend reinvestment. These units are accrued under the company’s deferred compensation plan for non-employee directors and are payable only in shares of Lincoln National common stock upon his resignation or retirement, though he may transfer the units into an alternative investment option within the plan.