LINCOLN NATIONAL CORP (LNC)
Sector: Financials
2026 Annual Meeting Analysis
LINCOLN NATIONAL CORP · Meeting: May 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of ten directors for a one-year term expiring at the 2027 Annual Meeting of Shareholders
Independent director since 2016 with relevant executive experience; no overboarding, attendance, or TSR trigger concerns — LNC's 3-year return of +106.1% outperforms the compensation peer group median by +61.5pp, well below the 65pp threshold required to trigger a vote against.
CEO and executive director since 2022; the TSR trigger does not apply because LNC's 3-year outperformance of the peer group median (+61.5pp) does not exceed the 65pp threshold for a strong-positive TSR environment, and no other director policy flags are present.
Independent Lead Director since 2022 with long tenure and no overboarding concerns (no current public company seats outside LNC); the TSR trigger does not fire given the 3-year outperformance gap of +61.5pp versus the 65pp threshold.
Independent director since 2020 with relevant financial services background; no overboarding, attendance, or TSR trigger issues.
Independent director since 1998 with extensive executive and strategic experience; no policy triggers apply and the TSR outperformance gap does not breach the 65pp threshold.
Independent Audit Committee Chair since 2009 with strong financial/accounting background; no overboarding, attendance, or TSR trigger concerns.
Independent Corporate Governance Committee Chair since 1985 with broad risk and investment experience; despite very long tenure the TSR trigger does not fire, and no other policy flags are present.
Independent director since 2021 with private equity and capital management expertise; no overboarding, attendance, or TSR trigger issues.
Independent director since March 2025, joining within the past 24 months and therefore exempt from the TSR trigger under the new-director exemption; brings deep insurance industry experience.
Independent director since 2023; joined within the past 24 months and is therefore exempt from the TSR trigger, and serves as a sitting CEO of BlackLine with only one outside public board seat (LNC), which is within the policy limit.
All ten directors receive a FOR vote. LNC's 3-year total shareholder return of +106.1% outperforms the compensation peer group median by +61.5 percentage points, which does not exceed the 65pp threshold required to trigger an against vote in a strong-positive TSR environment. No director is overboarded, no attendance issues were disclosed, and no independence or familial-relationship flags apply to any nominee.
Say on Pay
✓ FORCEO
Ellen G. Cooper
Total Comp
$27,991,242
Prior Support
94%%
The CEO's total reported compensation of approximately $28.0 million is elevated for a mid-large cap financial services company, but a significant portion — 91% by the company's own disclosure — is variable and tied to multi-year performance conditions, including a one-time performance-oriented equity award with rigorous absolute stock price hurdles and a five-to-seven-year vesting horizon. The pay-for-performance alignment check also passes: LNC's 3-year total shareholder return of +106.1% substantially outperforms the peer group median of +44.6%, meaning above-benchmark incentive pay is supported by genuine shareholder value creation. The prior say-on-pay vote received 94% support, the company has a robust clawback policy, and the pay mix is heavily weighted toward long-term equity with meaningful performance conditions.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
58 yrs
Audit Fees
$14,887,188
Non-Audit Fees
$985,000
EY has audited Lincoln National and its predecessors continuously since 1968 for LNC and since 1966 for subsidiaries — a relationship of approximately 58 years, far exceeding the 25-year tenure threshold that triggers a vote against under our policy. Although the non-audit fee ratio is well within acceptable limits at 6.2% of audit fees, and the current lead partner rotation began in 2023, the extraordinarily long auditor relationship raises meaningful concerns about independence and professional skepticism that the proxy does not sufficiently address through a compelling retention rationale beyond standard audit quality statements.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding Independent Board Chairman
John Chevedden is a well-established individual governance activist with a long track record of submitting governance-focused proposals, so this proposal deserves serious evaluation on its merits. Requiring an independent board chairman is a mainstream governance improvement that reduces the concentration of power in a single executive — currently CEO Ellen Cooper holds both the Chairman and CEO roles — and the proposal specifically accommodates flexibility through a phase-in provision and interim chairman provisions. While the company has a Lead Independent Director with substantial responsibilities and has delivered strong recent stock performance, the structural argument for separating these roles remains valid as a matter of long-term governance best practice, and the Lead Independent Director arrangement, however robust, is not an equivalent substitute for a fully independent chairman.
Overall Assessment
The 2026 Lincoln National annual meeting presents four proposals: all ten director nominees receive a FOR vote as LNC's strong 3-year stock performance clears the peer-group TSR threshold; Ernst & Young's ratification is flagged AGAINST solely due to a tenure of approximately 58 years far exceeding the 25-year policy limit, despite clean fee ratios and recent partner rotation; the say-on-pay proposal receives a FOR vote given 91% variable pay, rigorous performance conditions, and LNC's substantial outperformance of its peers; and John Chevedden's independent board chairman proposal receives a FOR vote as a credible governance improvement, notwithstanding the company's strong Lead Independent Director structure.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing