DEF 14A of Lincoln National Corp, Apr 11, 2024

DEF 14A of Lincoln National Corp

Filed Apr 11, 2024 · FY20230001193125-24-092543

Open on EDGAR

  1. 2023 Compensation Program Changes

    | ◾ | Adjusting the “Business Unit Sales” measure used in prior AIP plans to measure sales and capital usage modeled in the Company’s financial plan in alignment with our goal of shifting new business to a more capital-efficient product mix; as a result, the measure has been renamed “Business Unit Sales and Capital Usage.” |

  2. 2023 Compensation Program Changes

    | ◾ | An adjustment to the payout schedule for the Relative TSR metric to provide that target payout on this metric requires above-median performance, as opposed to median performance as had been the requirement with prior-year LTI cycles. Specifically, for the 2023 LTI, the target goal was set at the 55th percentile for the Relative TSR metric. |

  3. 2023 Compensation Program Changes

    | ◾ | The institution of a negative TSR cap with respect to payouts under the Relative TSR metric, such that payouts under the metric will be capped at 100% in the event that the Company’s three-year TSR as measured under the LTI is negative. |

  4. Director Nominee Selection Process

    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 2025 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 23, 2025, nor later than February 22, 2025. 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. As discussed further below, for the last several years, this annual evaluation has been conducted by an independent third party. 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:

  5. Director Nominee Selection Process

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

  6. Director Nominee Selection Process

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

  7. Director Nominee Selection Process

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

  8. Director Nominee Selection Process

    | ◾ | Board and committee information needs and quality of materials presented; |

  9. Director Nominee Selection Process

    | ◾ | Areas where the Board and committees should increase their focus; |

  10. Director Nominee Selection Process

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

  11. Director Nominee Selection Process

    | ◾ | Satisfaction with committee structure and composition; and |

  12. Director Nominee Selection Process

    | ◾ | Access to management, experts and internal and external resources. |

  13. Director Nominee Selection Process

    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 2023, 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. The report was also shared with the full Board and the results of the Board and Committee evaluations were discussed by the full Board during closed 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 2023. As discussed above, the Corporate Governance Committee reviews the results of these individual director assessments, as well as of the Board and Committee evaluation results, when considering each director’s continued service on the Board. Senior Management Succession and Development Planning The Compensation Committee of the Board of Directors oversees senior management succession and development planning, which covers unexpected as well as planned events. Succession plans are formally reviewed, in conjunction with the Board, at least annually. Our CEO and Chief People, Culture and Communications Officer review recommendations and evaluations of potential internal and external senior management successors, and review their qualifications, skills, accomplishments and developmental areas. Potential internal CEO and senior management successors regularly attend Board and Committee meetings and engage with Board members periodically between Board meetings, including during client-related events. These interactions provide the Board with the opportunities to become familiar with the Company’s executive talent in different settings, which is critical to the Company’s succession planning. Shareholder Engagement and Response to Feedback We appreciate and value the views and insights of our shareholders. During 2023, we continued 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, management and our shareholders and builds informed and productive relationships. In the fall of 2023, we reached out to investors representing over 54% of our shares outstanding and engaged with investors representing approximately 30% of our outstanding shares. If requested, a Board member would join the conversation. For more information about our 2023 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 our incentive compensation plans discussed in “Compensation Discussion & Analysis,” in the past few years we have also taken the following actions in response to shareholder feedback:

  14. Director Nominee Selection Process

    | ◾ | In 2022, we decreased the overall quantum of CEO compensation in setting the total target direct compensation for our incoming CEO and increased the size of the PSA component of the CEO LTI mix to 60%; |

  15. Director Nominee Selection Process

    | ◾ | In 2021, we increased the size of the performance-based component of the prior 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; |

  16. Director Nominee Selection Process

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

  17. Director Nominee Selection Process

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

  18. Director Nominee Selection Process

    | ◾ | 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. |

  19. Director Nominee Selection Process

    Board and Committee Meetings The Board met nine times during 2023, 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 2023 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 2023. The Audit, Compensation, Corporate Governance, and Finance Committees conduct self-evaluations of their committee’s performance each year.

  20. Director Nominee Selection Process

    | Current Committee Membership and Meetings Held During 2023 (C=Chair M=Member) | | | | | | | | | Audit | Compensation | Corporate Governance | Executive | Finance | Corporate Action(1) | | Deirdre P. Connelly | M | M | C | M | | | | Ellen G. Cooper | | | | C | | C | | William H. Cunningham | | M | M | M | M | | | Reginald E. Davis | M | | M | | | | | Eric G. Johnson | | M | M | M | C | | | Gary C. Kelly | C | | | M | M | | | M. Leanne Lachman | M | | | | | | | Dale LeFebvre | M | | M | | | | | Janet Liang | | M | | | M | | | Michael F. Mee | | C | | M | M | | | Owen Ryan | M | M | | | | | | Lynn M. Utter | | | M | | M | | | Number of Meetings in 2023 | 13 | 6 | 6 | 3 | 5 | — |

  21. Director Nominee Selection Process

    ⬛ Shaded cells denote committee chair.

  22. Director Nominee Selection Process

    | (1) The Committee on Corporate Action takes all action by the unanimous written consent of the sole member of that Committee, and there were 18 such consents in 2023. |

  23. Director Nominee Selection Process

    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.

  24. Compensation Committee

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

  25. Compensation Committee

    | ◾ | approving employment and severance agreements for executive officers |

  26. Committee on Corporate Action

    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:

  27. Committee on Corporate Action

    | ◾ | 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 |

  28. Committee on Corporate Action

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

  29. Committee on Corporate Action

    | ◾ | 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 |

  30. Committee on Corporate Action

    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. Board and Committee presentations, regular communications and firm and other industry events help to keep directors appropriately apprised of key developments in our businesses and in our industry, including material changes in regulations, so that they can carry out their oversight responsibilities. 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 Chairman. 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. Nominees for Director The Board has nominated all twelve current directors for reelection at the 2024 Annual Meeting. If elected, each director nominee will hold office until the next annual meeting and until his or her respective successors are elected and qualified. Of the nominees standing for reelection, only Ms. Cooper is a current officer of the Company. 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 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.

  31. Committee on Corporate Action

    | Age: 63 Independent Director since: 2016 Chair, Corporate Governance Committee Member, Audit, Compensation and Executive Committees | 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. Ms. Connelly has extensive knowledge and expertise in strategy, operations, finance and capital management, brand marketing, product development and corporate governance. As a former human resources executive, she has insight in managing a large-scale diverse workforce. Other public company boards Macy’s, Inc., 2008–present. Genmab A/S, 2017–present. |

  32. Committee on Corporate Action

    | Age: 59 Director since: 2022 Chairman since: 2023 Chair, Executive Committee | Ellen G. Cooper Chairman, President and Chief Executive Officer of Lincoln National Corporation Career Ms. Cooper has served as Chairman of the Board since May 2023, and as our President and Chief Executive Officer since May 2022. She also serves as President of, and serves on the boards of, our principal insurance subsidiaries. Ms. Cooper joined Lincoln National Corporation in 2012 as Executive Vice President and Chief Investment Officer, serving in that role through November 2021. From 2019 to May 2022, Ms. Cooper also held the additional role of Head of Enterprise Risk, and from March 2021 to May 2022 she also led the Company’s Annuity Solutions Group. In addition, from 2015 to 2021, Ms. Cooper also served as Chair of the Lincoln Variable Insurance Products Trust board, which oversees our sponsored mutual funds available in variable life and variable insurance products. In addition, Ms. Cooper is currently serving as co-chair of the Steering Committee on Prudential Issues for the American Council of Life Insurers (ACLI), and as a member of the ACLI’s Executive Committee and Board of Directors. She also serves on the board of the Alliance for Lifetime Income. Qualifications A seasoned executive with broad and deep life insurance industry experience, including over a decade with Lincoln. Ms. Cooper also has extensive experience in finance, investments, strategic planning and risk management and brings a deep knowledge of our company, our competitors and the insurance industry and its products. Other public company boards None. |

  33. Committee on Corporate Action

    | Age: 80 Independent Director since: 2006 Lead Independent Director since: 2022 Member, Compensation, Corporate Governance, Executive and Finance Committees | 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, including human capital management. Mr. Cunningham also has significant experience serving on public company boards, including over 30 years in our industry, including his time as a Director of Jefferson-Pilot Corporation, a public insurance company with whom we merged in 2006. Mr. Cunningham served as our independent Chair of the Board from 2009 to 2022, when he transitioned to the role of Lead Independent Director. Other public company boards John Hancock Mutual Funds, 1986–present. Southwest Airlines Co., 2000–present. |

  34. Committee on Corporate Action

    | Age: 61 Independent Director since: 2020 Member, Audit and Corporate Governance Committees | Reginald E. Davis Senior Executive Vice President and President of Banking, New York Community Bancorp, Inc. Career Mr. Davis currently serves as Senior Executive Vice President and President of Banking, New York Community Bancorp, Inc. He served as Executive Vice President and President of Banking at Flagstar Bank, FSB, since 2020, prior to Flagstar Bank’s acquisition by New York Community Bancorp in December 2022. 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 human capital management, including management of a distributed workforce and diversity and inclusion. Other public company boards None. |

  35. Committee on Corporate Action

    | Age: 73 Independent 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. Other public company boards None in the past five years. |

  36. Committee on Corporate Action

    | Age: 69 Independent Director since: 2009 Chair, Audit Committee Member, Executive 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, risk management and financial reporting. Other public company boards Southwest Airlines Co., 2004–present. |

  37. Committee on Corporate Action

    | Age: 81 Independent Director since: 1985 Member, 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, risk management 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. Other public company boards None in the past five years. |

  38. Committee on Corporate Action

    | Age: 53 Independent Director since: 2021 Member, Audit and Corporate Governance Committees Mr. LeFebvre also serves as a Director of Lincoln Life & Annuity Company of New York, one of our insurance subsidiaries. | 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 human capital management. Other public company boards None. |

  39. Committee on Corporate Action

    | Age: 56 Independent 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 human capital management expertise. Other public company boards None. |

  40. Committee on Corporate Action

    | Age: 81 Independent Director since: 2001 Chair, Compensation Committee Member, 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. |

  41. Committee on Corporate Action

    | Age: 61 Independent Director since: 2023 Member, Audit and Compensation Committees | Owen Ryan Chair of the Board and Co-Chief Executive Officer, BlackLine, Inc. Career Mr. Ryan has served as Co-CEO of Blackline, Inc., a company that provides cloud-based solutions for accounting and finance operations, since March 2023 and as Chair of its Board since January 2023. From July 2018 through April 2022, Mr. Ryan worked for Geller & Company and Geller Advisors in several roles, including CEO, Managing Principal, and Chief Strategy Officer. Geller & Company provides outsourced CFO and technology services, and Geller Advisors provides strategic advisory and wealth management services. From October 2016 to November 2017, Mr. Ryan served as President and CEO of AEGIS Insurance, a mutual insurance company. Prior to joining AEGIS Insurance, Mr. Ryan spent the majority of his career at Deloitte from 1985 until 2016, where he served as Managing Partner and CEO of Deloitte Advisory, a financial advisory company, from 2008 until 2016. Qualifications Significant background in the insurance industry; significant executive leadership experience, including in his current role as co-chief executive officer of a public company and prior role as managing partner and chief executive officer; experience in the technology space; and financial and risk management expertise. Other public company boards BlackLine, Inc., 2018–present. |

  42. Committee on Corporate Action

    | Age: 61 Independent 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. As a board member, she has developed experience in risk management and corporate governance. Other public company boards Vista Outdoor Inc., 2020–present. WESCO International, Inc., 2006–2021. NextEra Energy, Inc., 2021–2022. |

  43. Committee on Corporate Action

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

  44. Committee on Corporate Action

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

  45. Committee on Corporate Action

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

  46. Committee on Corporate Action

    | Compensation of Non-Employee Directors* During 2023 | | | | | | Name | Fees earned or paid in cash(1) ($) | Stock awards(2) ($) | All other compensation(3) ($) | Total ($) | | Deirdre P. Connelly | 140,000 | 165,000 | — | 305,000 | | William H. Cunningham | 110,000 | 225,000 | 15,000 | 350,000 | | Reginald E. Davis | 120,000 | 165,000 | — | 285,000 | | Dennis R. Glass(4) | 150,412 | 60,165 | 10,000 | 220,577 | | Eric G. Johnson | 130,000 | 165,000 | — | 295,000 | | Gary C. Kelly | 137,679 | 165,000 | 25,000 | 327,679 | | M. Leanne Lachman | 146,845 | 165,000 | 25,000 | 336,845 | | Dale LeFebvre | 120,000 | 165,000 | — | 285,000 | | Janet Liang | 110,000 | 165,000 | 14,879 | 289,879 | | Michael F. Mee | 125,041 | 165,000 | — | 290,041 | | Patrick S. Pittard(4) | 70,329 | 66,181 | 15,000 | 151,510 | | Owen Ryan(4) | 34,918 | 50,217 | — | 85,135 | | Lynn M. Utter | 110,000 | 165,000 | 15,000 | 290,000 |

  47. Committee on Corporate Action

    | (1) The fees shown in this column include annual retainer fees paid in cash and 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. Fees are prorated for partial service during the year. For their service on the LNY board during 2023, Ms. Lachman and Mr. Pittard received total fees of $19,400 and $16,181, respectively. |

  48. The Audit Committee

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

  49. The Audit Committee

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

  50. The Audit Committee

    | ◾ | the compensation we paid under our performance-based incentive programs for performance periods ending in 2023, and how it related to our short- and long-term performance results |

  51. 2023 Full Year Business Performance Overview

    | ◾ | Retirement Plan Services’ full-year results were below expectations, and we are taking action to regain momentum and drive long-term sustainable growth. Retirement Plan Services achieved its ninth consecutive year of positive flows, surpassing $100 billion in end-of-period account balances for the first time. |

  52. Our Pay for Performance Philosophy

    | ◾ | 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; and |

  53. Our Pay for Performance Philosophy

    | ◾ | The Long-Term Incentive Program (“LTI”), which consists of a mix of long-term equity grants — including 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, restricted stock units (“RSUs”) and nonqualified stock options to purchase our common stock (“Options”). |

  54. Our Pay for Performance Philosophy

    | (1) Target Compensation represents 2023 base salary paid, 2023 target AIP award, and grant date fair value of RSUs, PSAs and Options awarded on February 18, 2021 and May 7, 2021 under the 2021-2023 LTI program. Ms. Cooper was serving as the Company’s Chief Investment Officer and Head of Risk when she received her initial 2021 LTI award in February 2021. The Compensation Committee approved an increase to Ms. Cooper’s 2021 target LTI award in the second quarter of 2021 when Ms. Cooper’s responsibilities were expanded to also include leadership of the Company’s Annuities business, resulting in the May 2021 incremental LTI grants. |

  55. Our Pay for Performance Philosophy

    | (2) Realized Compensation represents 2023 base salary paid, 2023 actual AIP payout (as approved in the first quarter of 2024), the value realized upon vesting on February 18, 2024 of the RSUs granted in February 2021 and an assumed value to be realized upon vesting on May 7, 2024 of the RSUs granted in May 2021, using the closing sale price of the Company’s common stock on the NYSE on February 29, 2024 ($27.54). There were no PSAs earned or paid out for the 2021-2023 LTI performance cycle. The Options granted in February 2021 were fully vested as of February 18, 2024, but had no value as of the vesting date because they were underwater, with an exercise price of $53.54. Two-thirds of the options granted in May 2021 were vested as February 29, 2024, but neither those vested options nor the remaining unvested portion had any value as of such date because they were underwater, with an exercise price of $69.30. |

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

    | What we DO | | What we DON’T Do | | | | We have robust stock ownership guidelines for our executives | | No director or executive officer may pledge, hedge or speculate in Lincoln securities | | | We have post-vesting stock retention requirements | | No excessive perquisites for our executive officers | | | Awards under our annual and long-term incentive programs are capped | | No employment agreements with NEOs | | | The Compensation Committee uses an independent compensation consultant for compensation decisions | | No tax gross-ups upon our change of control, or otherwise, for our executive officers | | | There is an annual assessment of compensation risks | | No payment of dividends on RSUs or PSAs unless and until the award vests | | | All long-term incentive awards are granted in equity | | No compensation programs that encourage unreasonable risk-taking will be implemented | | | 60% of CEO LTI awards were granted as PSAs and 50% of LTI awards were granted as PSAs for our other NEOs | | No repricing or exchange of underwater stock options without shareholder approval | | | We require 55th percentile (or above median) performance to earn a payout under the Relative TSR metric in our LTI program | | No executive officer is eligible for a pension program | | | We must have positive absolute TSR to pay out above target under the Relative TSR metric in our LTI program | | No counting of outstanding PSAs or in-the-money Options when determining whether share ownership guidelines have been met | | | Incentive-based compensation awards for our executive officers, including cash and equity awards, are subject to the Company’s Clawback Policy and equity award clawback provisions, as applicable | | No accelerated vesting of equity awards upon a change of control without a “double trigger” loss of employment for an NEO as defined in the change of control plan | | | We have an annual vote on Say on Pay | | | | | We conduct proactive annual shareholder engagement with a formal process to share feedback with the Board | | |

  57. 2023 Shareholder Vote on Executive Compensation and 2023 Shareholder Engagement and Response to Feedback

    | ◾ | 2020—2022: increased the percentage of our CEO’s long-term incentive award granted in PSAs; |

  58. 2023 Shareholder Vote on Executive Compensation and 2023 Shareholder Engagement and Response to Feedback

    | ◾ | 2023: adjusted the Relative TSR metric in the LTI plan to require above-median performance for target payout and capping the payout at target if absolute TSR is negative, adopted a new cash severance policy and made changes to the LNC Executives’ Severance Plan for Officers, as discussed further in “Executive Compensation Tables—Potential Payments upon Termination or Change of Control.” |

  59. 2023 Shareholder Vote on Executive Compensation and 2023 Shareholder Engagement and Response to Feedback

    | What we heard | What we have done | | Desire for target payout under Relative TSR metric to require above-median performance | In response to shareholder feedback, for the 2023 LTI, the Compensation Committee set the target goal for the Relative TSR metric at the 55th percentile. | | Desire for payouts under Relative TSR metric to be capped for negative TSR | In response to shareholder feedback, for the 2023 LTI, the Compensation Committee instituted a negative TSR cap, such that payouts under the Relative TSR metric will be capped at 100% in the event that the Company’s three-year absolute TSR is negative. | | Desire for change of control severance provisions applicable to CEO to align with current market practice | In May 2023, the Board adopted an amendment to the LNC Executives’ Severance Benefit Plan to eliminate certain benefits for the CEO and cap the cash severance benefit for the CEO at 2.99 times salary plus target AIP opportunity. | | Support for PSA percentage of LTI equity mix | In each of 2020, 2021 and 2022, the Compensation Committee increased the percentage of PSAs in the CEO LTI equity mix, and for 2023 the PSA percentage was maintained at 60% for the CEO and 50% for the other NEOs. | | Support for lower quantum of total compensation for new CEO, in light of previously expressed desire for CEO quantum to be at or closer to the median of our peers | The Compensation Committee set Ms. Cooper’s total target direct compensation as CEO below median market rates for 2022, in consideration of a number of factors, including the philosophy that recently promoted executives should have their initial compensation targeted below median market rates, and for 2023 maintained her total direct compensation below the median market rate level. | | Support for the Company’s use of primarily 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 AIP and LTI programs, 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 added the business and strategic measures to the AIP for 2023, we chose actions that were specific, measurable and tied to objective goals. | | Support for ESG metrics in the Company’s compensation programs | For the third consecutive year, the Compensation Committee approved a diversity, equity and inclusion modifier for the 2023 LTI, as discussed further under “Long-Term Compensation Awarded or Vested in 2023.” |

  60. 2023 Compensation Program Changes

    | ◾ | Adjusting the “Business Unit Sales” measure used in prior AIP plans to measure sales and capital usage modeled in the Company’s financial plan in alignment with our goal of shifting new business to a more capital-efficient product mix; as a result, the measure has been renamed “Business Unit Sales and Capital Usage.” |

  61. 2023 Compensation Program Changes

    | ◾ | An adjustment to the payout schedule for the Relative TSR metric to provide that target payout on this metric requires above-median performance, as opposed to median performance as had been the requirement with prior-year LTI cycles. Specifically, for the 2023 LTI, the target goal was set at the 55th percentile for the Relative TSR metric. |

  62. 2023 Compensation Program Changes

    | ◾ | The institution of a negative TSR cap with respect to payouts under the Relative TSR metric, such that payouts under the metric will be capped at 100% in the event that the Company’s three-year TSR as measured under the LTI is negative. |

  63. 2023 Compensation Program Changes

    | 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 ◾ 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, business and strategic goals ◾ Specific business-unit performance during the year, measured against business-unit financial 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 unit | 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 diversity, equity and inclusion goals ◾ 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 achieving quantitative diversity, equity and inclusion 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 |

  64. 2023 Compensation Program Changes

    | ◾ | Pay for performance. To link executive pay directly to the attainment of short- and long-term financial, business and strategic 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. |

  65. 2023 Compensation Program Changes

    | ◾ | Competitive compensation. To attract and retain high-caliber 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. |

  66. Pay for Performance

    | ◾ | Reward the achievement of growth, profitability and shareholder returns — in both the short-term and long-term — through balanced incentive programs. |

  67. Pay for Performance

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

  68. Pay for Performance

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

  69. Pay for Performance

    | 2023 Annual Incentive Program | | | | Financial Performance Measures | Weighting* | Why chosen | | Income from Operations per Share | 40% | 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 and Capital Usage | 25% | 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. Given our enterprise focus on rebuilding capital, the Compensation Committee added capital usage to this performance goal to reinforce and incentivize achievement of the Company’s enterprise strategic objectives to grow profitably. | | Controllable Costs | 10% | Management establishes annual budgets for the Company and for each business unit and functional area 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. | | Business and Strategic Performance Measures | | | | Actions to Improve Distributable Earnings | 15% | This measure incentivizes and rewards the execution of specific, measurable business actions to improve the Company’s distributable earnings, in alignment with the Company’s enterprise strategic objective to enhance our capital position. | | Strategic Priorities | 10% | This measure incentivizes and rewards the execution of specific measurable actions that are tied to objective goals that are aligned to the long-term strategy not directly measurable in the financial plan and overall support the achievement of the Company’s financial goals. |

  70. Pay for Performance

    | 2023 Long-Term Incentive Program | | | | Performance measure | Weighting | Why chosen | | Operating Return on Equity | 50% | 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 | 50% | This measure reflects the Company’s delivery of shareholder value over time relative to that of our peers. | | Diversity, Equity and Inclusion Modifier | Applied to payouts from above measures (if any) | This measure reflects the Company’s long-standing commitment to diversity, equity and inclusion by formally tying executive compensation to the achievement of quantitative diversity, equity and inclusion representation goals. |

  71. Alignment with Shareholders

    Alignment with Shareholders Through our annual and long-term incentive compensation programs, our share ownership guidelines and share retention requirements 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 enterprise strategic objectives. Long-Term Incentives The equity-based awards that comprise our long-term incentive compensation are the largest percentage of our NEOs’ targeted direct compensation (66% in the case of our CEO and 50% on average in the case of our other NEOs, not including Mr. Freitag). To provide a balanced incentive program, executives receive a mix of equity-based compensation awards, which include PSAs, RSUs and Options as discussed above. Share Ownership Guidelines and Share Retention Requirements Our share ownership guidelines formalize the Compensation Committee’s belief that our officers should maintain a material personal financial stake in the Company. The guidelines 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 guidelines and share retention requirements provide a significant alignment of our executives with shareholders through the risks and rewards of stock ownership. The share ownership guidelines are based on multiples of base salary. 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 guidelines, 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:

  72. Alignment with Shareholders

    | ◾ | RSUs and restricted stock (if any) that remain subject to service-based restrictions. |

  73. Alignment with Shareholders

    Outstanding PSAs and Options are not counted in determining whether share ownership guidelines have been met. As of December 31, 2023, Mr. Woodroffe held equity interests in excess of his share ownership requirements, while Ms. Cooper and Mr. Neczypor, whose ownership requirements recently increased upon their promotions to the roles of CEO and CFO, respectively, and Messrs. Grove and Reid, who joined the Company in 2022, are making progress toward meeting their ownership requirements. As such, pursuant to the application of the share retention requirements, each of these four executives must hold 50% of the net profit shares resulting from equity-based LTI awards that are exercised or vest until their respective required ownership levels are met. 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 program 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. Clawback Policy In November 2023, the Compensation Committee adopted a policy intended to comply with Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, setting forth the terms pursuant to which the Company may recover from its executive officers erroneously awarded compensation (the “Clawback Policy”). The Clawback Policy requires the Company to recover from its executive officers, including its NEOs, the amount of “erroneously awarded compensation” (as defined in the policy) during the applicable covered period in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy applies to all incentive-based compensation, including both cash and equity awards, that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure during the applicable covered period. In addition, all of the equity awards granted to our NEOs are subject to “clawback” and forfeiture provisions that allow us to rescind or, as applicable, require repayment of an executive’s award(s) under certain conditions, such as:

  74. Alignment with Shareholders

    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. The Company’s right of compensation recovery under the Clawback Policy is in addition to, and not in lieu of, the other clawback and forfeiture remedies that may be available under the terms of our equity awards, provided that there is no duplication of recovery of the same compensation.

  75. Competitive Compensation

    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 — within a competitive range 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. The Compensation Committee may adjust the compensation approved as they believe is appropriate given our executives’ experience and tenure, track record in their current and prior roles, 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 2023 Target Compensation” below. Setting 2023 Target Compensation The Compensation Committee made target compensation decisions for the 2023 calendar year for the NEOs based on a detailed analysis of Company-specific and external data.

  76. External Benchmarking and Peer Group Selection

    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 2023, 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 2022 Diversified Insurance Study of Executive Compensation (the “DIS Study”). We have used the DIS Study for 16 years, and if the stock (as opposed to mutual) 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 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. 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, beginning with the 2022 benchmarking group, the Compensation Committee removed Allstate due to a change in its business mix.

  77. External Benchmarking and Peer Group Selection

    | Compensation Peer Group for Benchmarking | | | | | | | | | 2022 DIS Study Participant | Competitor for our core business units | Lists LNC as a peer | Top-15 competitor in our core business units(1) | | | | Competitor for distribution and talent | | | | | Annuities | Life Insurance | Group Protection | Retirement Plan Services | | | Aflac | • | • | | | | | • | | 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 | • | • | | | | • | • |

  78. External Benchmarking and Peer Group Selection

    | (1) Source for top-15 competitor data: (a) Annuities: 2023 ACLI Fact Book, based on individual annuity reserves as of 2022; (b) Life Insurance: 2023 ACLI Fact Book, based on individual life insurance in-force as of 2022; (c) Group Protection: 2023 ACLI Fact Book, based on group life insurance in-force as of 2022; and (d) Retirement Plan Services: PLANSPONSOR magazine, based on 2022 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. |

  79. External Benchmarking and Peer Group Selection

    The market data described above were used as a primary reference for most roles. The Compensation Committee seeks to target total direct compensation within a competitive range 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 the median of the range. Factors considered when setting executive compensation include:

  80. External Benchmarking and Peer Group Selection

    | ◾ | experience and tenure in the role; |

  81. External Benchmarking and Peer Group Selection

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

  82. External Benchmarking and Peer Group Selection

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

  83. External Benchmarking and Peer Group Selection

    | ◾ | an increase in the scope of an executive’s responsibilities; |

  84. External Benchmarking and Peer Group Selection

    | ◾ | internal pay equity considerations; |

  85. External Benchmarking and Peer Group Selection

    | ◾ | the need to gain specific expertise to build a new business/function or improve an existing one; or |

  86. External Benchmarking and Peer Group Selection

    | ◾ | the need to recruit or retain highly qualified executives who we believe have skills or experience that will further our corporate strategy. |

  87. Tally Sheets

    | ◾ | the available market data; and |

  88. Tally Sheets

    | – | annual and long-term incentive awards |

  89. Total Targeted 2023 Direct Compensation

    | 2023 Target Total Direct Compensation for Our NEOs | | | | | | Executive Officer | Base salary | Annual incentive award at target | Long-term incentive award at target | Total targeted annual compensation | | Ellen G. Cooper | $1,145,000 | $2,863,000 | $7,672,000 | $11,680,000 | | Christopher Neczypor | $890,000 | $1,201,500 | $2,400,000 | $4,491,500 | | Matthew Grove | $1,040,000 | $1,560,000 | $2,600,000 | $5,200,000 | | James Reid | $884,000 | $1,193,400 | $2,082,100 | $4,159,500 | | Sean N. Woodroffe | $800,000 | $1,285,000 | $1,600,000 | $3,685,000 | | Former Executive Officer | | | | | | Randal J. Freitag | $889,631 | $300,250 | N/A | $1,189,881 |

  90. Total Targeted 2023 Direct Compensation

    Mr. Neczypor was promoted to the role of Chief Financial Officer in February 2023, at which time the Compensation Committee also set his total targeted direct compensation. Effective as of June 2023, in recognition of Mr. Neczypor’s critical role in executing on the Company’s new strategy to protect and rebuild capital as well as his leadership and execution of the significant reinsurance transaction with Fortitude Re, the Compensation Committee approved an increase to Mr. Neczypor’s 2023 base salary from $800,000 to $890,000, an increase to his 2023 target AIP payout from $1,075,000 to $1,201,500 and an increase of his target award under the 2023 LTI from $1,825,000 to $2,400,000. Mr. Woodroffe was hired in May 2023, and received a total direct annual compensation package that the Compensation Committee believed was commensurate with his extensive prior industry experience (over 35 years of experience in human resources for financial services institutions) and in line with the compensation paid by his previous employer. The Compensation Committee’s decisions with respect to Mr. Woodroffe’s compensation are consistent with the compensation-setting philosophy discussed above. Annual Cash Compensation for 2023 During 2023, annual cash compensation was made up of base salary and a short-term incentive award under the AIP.

  91. Annual Incentive Program

    Annual Incentive Program 2023 Payout Opportunities The table below shows the dollar amount of the threshold, target and maximum payout opportunities for the 2023 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 2023 base salary. Payouts under the 2023 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.

  92. Annual Incentive Program

    | Estimated Payout Opportunities under the 2023 AIP | | | | | Executive Officer | Threshold | Target | Maximum | | Ellen G. Cooper | $25,767 | $2,863,000 | $5,726,000 | | Christopher Neczypor | $10,814 | $1,201,500 | $2,403,000 | | Matthew Grove | $39,000 | $1,560,000 | $3,120,000 | | James Reid | $22,376 | $1,193,400 | $2,386,800 | | Sean N. Woodroffe | $11,565 | $1,285,000 | $2,570,000 | | Former Executive Officer | | | | | Randal J. Freitag | $2,702 | $300,250 | $600,500 |

  93. Annual Incentive Program

    2023 Performance Measures and Goals In the first quarter of 2023, 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 2023 AIP. In doing so, the Compensation Committee set goals that they believed supported the Company’s key objectives when determining financial, business and strategic performance targets: to align incentives with our annual financial plan and enterprise strategic objectives, 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 2023 AIP, selecting the five performance measures listed below because they focus on our overall corporate strategy of continuing to grow our business while achieving the Company’s enterprise strategic objectives relating to rebuilding capital and prudent expense management.

  94. Annual Incentive Program

    | ◾ | Income from Operations per Share |

  95. Annual Incentive Program

    | ◾ | Business Unit Sales and Capital Usage |

  96. Annual Incentive Program

    | ◾ | Management of Controllable Costs |

  97. Annual Incentive Program

    | ◾ | Actions to Improve Distributable Earnings |

  98. Annual Incentive Program

    | ◾ | Strategic Priorities |

  99. Annual Incentive Program

    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 and business and strategic objectives. Income from Operations is defined as net income in accordance with GAAP but excluding the after-tax effects of the items detailed in Exhibit 1 on page E-1. This is one of the financial measures that management uses to assess our results. 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 purposes of the AIP Income from Operations measure, certain defined exclusions are also made (as listed in Items A through I on pages E-1 and E-2 in Exhibit 1). (To calculate Income from Operations per Share, the value of Income from Operations (as defined in Exhibit 1) was divided by the average diluted shares.) For our CEO and other corporate functions, performance is measured at the corporate level, while our business unit heads 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 and Capital Usage, 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 the business while also rebuilding capital. Capital usage acts as a modifier, with usage above target levels negatively impacting the achievement of the goal, usage near target levels having a minimal positive or negative impact on the achievement of the goal and capital usage below target having a positive impact on achievement of the goal. The target goals for Management of Controllable Costs were based upon controllable costs as budgeted in our annual financial plan. The actions identified for the Actions to Improve Distributable Earnings and Strategic Priorities goals were specific and measurable and aligned with the Company’s enterprise strategic objectives, as described above. We believe that our methodology for determining performance targets for the AIP supports the following key objectives:

  100. Annual Incentive Program

    | ◾ | aligning incentives with our annual financial plan and enterprise strategic objectives; |

  101. Annual Incentive Program

    | ◾ | establishing challenging yet achievable incentives for our executives at target; and |

  102. Annual Incentive Program

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

  103. Annual Incentive Program

    In establishing the financial performance goals for the 2023 AIP, the Compensation Committee took into account the sales environment across the business units over the previous year, the impact of the 2022 third quarter assumption review on earnings and the expectations for growth, as well as the internal financial plan and Company objectives related to rebuilding capital. The 2023 goals at target for Business Unit Sales for Annuities and Retirement Plan Services were set above the 2022 actual results. The sales goal at target for Life Insurance was set below the 2022 actual results given the lower level of sales forecasted in the 2023 financial plan, which reflected both the macroeconomic headwinds and the shift of new business sales to a more capital-efficient mix with better returns. The sales goal at target for Group Protection was below the 2022 actual results due to anticipated pricing actions in line with our stated goal to improve margins for the Group Protection business that were expected to have an impact on sales. Across all four businesses, the sales plan reflected the strategy to manage to the level of new business capital that was targeted in the financial plan. While it appears that the 2023 target goal for Income from Operations per Share was set below the 2022 actual result, that is not actually the case given an accounting change for Long-Duration Targeted Improvements (“LDTI”). The LDTI accounting change was adopted in the first quarter of 2023 and applied retrospectively to the Company’s 2021 and 2022 financial statements; however the targets and actuals for 2022 disclosed in last year’s Proxy Statement do not reflect this change. The 2023 Income from Operations per Share target assumes growth over the 2022 actual result when the metric is calculated in accordance with the LDTI accounting changes. Additionally, the targets for 2023 reflect the impacts to earnings from the third quarter 2022 assumption review charge and higher expenses related to certain initiatives undertaken to achieve the Company’s strategic objectives. 2023 Performance Results and Actual Payouts In the first quarter of 2024, the Compensation Committee certified the performance results for the 2023 AIP. As shown in the tables further below, these results triggered a payout that was above target for all our NEOs. The Compensation Committee considered the performance achieved and payouts earned by our NEOs to be reflective of strong execution during the year against the Company’s objectives related to rebuilding capital. The following tables show the goals and performance results for the 2023 AIP performance measures, as certified by the Compensation Committee. The specific goals applicable for each NEO, the respective goal weights and calculation of actual AIP payouts are presented further below. Financial Performance Measure Results

  104. Annual Incentive Program

    | | Corporate Financial Measures (75%(1)) | | | | | | | | | | | | Income from operations per share | Business unit sales and capital usage | | | | | | | | Enterprise controllable costs(2) | | | | Life Insurance | | Annuities | | Group Protection | | Retirement Plan Services | | | | | | Sales | Capital | Sales | Capital | Sales | Capital | Sales | Capital | | | Goals | | | | | | | | | | | | Threshold | $5.67 | $488M | 114% | $10,520M | 114% | $468M | 114% | $10,284M | 114% | N/A | | Target | $6.23 | $610M | 100% | $13,150M | 100% | $585M | 100% | $12,855M | 100% | 100% | | Maximum | $6.97 | $732M | 86% | $15,780M | 86% | $702M | 86% | $15,426M | 86% | 89% | | Results | | | | | | | | | | | | Certified Performance | $6.61 | $542M | 100% | $12,840M | 100% | $698M | 92% | $11,778M | 92% | 100% | | Certified Payout | 151.5% | 58.2% | 1.0% | 91.2% | 1.0% | 196.6% | 60.0% | 68.6% | 60.0% | 100.0% | | Payout as Percentage of Target(3) | 151.5% | 59.2% | | 92.2% | | 200.0% | | 128.6% | | 100.0% |

  105. Annual Incentive Program

    | (1) Represents total weighting of corporate financial measure goals for CEO. See table further below under “Calculation of NEO AIP Payouts” for individual goal weightings for each NEO. |

  106. Annual Incentive Program

    | (2) For Controllable Costs, the threshold payout amount is shown as “N/A” because there is no payout under this measure unless target performance has been achieved. |

  107. Annual Incentive Program

    | (3) For business unit sales and capital usage, the capital usage certified payout acts as a modifier when added to the business unit sales certified payout to determine the total payout as a percentage of target. Maximum payout is capped at 200%. |

  108. Annual Incentive Program

    In calculating Income from Operations in accordance with the terms of the 2023 AIP, certain defined exclusions were made (as listed in Items A through I on pages E-1 and E-2 in Exhibit 1). As a result, Income from Operations per Share as calculated under the 2023 AIP was $6.61, resulting in a 151.5% payout for this goal. 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 financial performance measure results, if the Committee believes the adjustment is appropriate and reasonable in light of the specific circumstances in a given year. In certifying the results for the 2023 AIP awards, the Compensation Committee did not exercise upward discretion for any of our NEOs and maintained the formulaic results.

  109. Annual Incentive Program

    | | Additional Business Unit Financial Measures for Non-CEO NEOs | | | | | | | | | Finance | Retail Solutions | | Workplace Solutions | | | Human Resources | | | Controllable costs* | Life & Annuities Income from operations | Controllable costs* | GP Income from operations | RPS Income from Operations | Controllable costs* | Controllable costs* | | Goals | | | | | | | | | Threshold | N/A | $987M | N/A | $238M | $164M | N/A | N/A | | Target | 100% | $1,121M | 100% | $270M | $187M | 100% | 100% | | Maximum | 90% | $1,301M | 88% | $313M | $217M | 90% | 90% | | Results | | | | | | | | | Certified Performance | 100% | $1,177M | 100% | $275M | $170M | 100% | 99.3% | | Payout as Percentage of Target | 100.0% | 131.1% | 100.0% | 111.6% | 44.6% | 100.0% | 106.5% |

  110. Annual Incentive Program

    | * For Controllable Costs, the threshold payout amount is shown as “N/A” because there is no payout under this measure unless target performance has been achieved. |

  111. Annual Incentive Program

    Business and Strategic Performance Measure Results

  112. Annual Incentive Program

    | | Actions to Improve Distributable Earnings (15%) | | Certified Performance | 175.0% | | Payout as Percentage of Target | 175.0% |

  113. Annual Incentive Program

    The Actions to Improve Distributable Earnings (“DE Actions”) goal approved by the Compensation Committee for the 2023 AIP was intended to incentivize management to take specific actions that would increase distributable earnings, or statutory free cash flow, in alignment with the enterprise strategic objective to rebuild capital in 2023. As part of the process established by the Compensation Committee for this measure in the first quarter of 2023, each management action to increase distributable earnings was approved by the CFO as meeting the criteria established by the Committee for inclusion in the DE Actions goal based on its impact to increase the Company’s distributable earnings and RBC ratio. The actions within the measure included those previously identified in the Company’s 2023 financial plan as a potential lever to increase distributable earnings as well as additional actions that were executed upon and had a quantifiable impact on distributable earnings. A number of these actions were identified at the outset as being challenging goals to achieve. In certifying the performance of the DE Actions goal, the Compensation Committee considered the achievement during 2023 of the foregoing actions that resulted in improving the Company’s distributable earnings, or statutory free cash flow, and the Company’s RBC ratio, including:

  114. Annual Incentive Program

    | ◾ | executing the Fortitude Re reinsurance transaction to reinsure $28 billion of Life and Annuity reserves, which was announced in May and closed in November 2023; |

  115. Annual Incentive Program

    | ◾ | optimizing the Variable Annuity hedge program to maximize distributable earnings and protect capital; and |

  116. Annual Incentive Program

    | ◾ | other key management actions. |

  117. Annual Incentive Program

    The DE Actions identified above resulted in an improvement to distributable earnings and enabled the Company to rebuild its RBC ratio from 377% at the end of 2022 to 407% as of December 31, 2023, above its targeted level of 400%. Based on its review of the actions and their resulting impact on distributable earnings and the RBC ratio, the Compensation Committee determined that this goal had been achieved at 175% of target.

  118. Annual Incentive Program

    | | Strategic Priorities (10%) | | Certified Performance | 100.0% | | Payout as Percentage of Target | 100.0% |

  119. Annual Incentive Program

    The Strategic Priorities goal approved by the Compensation Committee for the 2023 AIP was intended to incentivize and reward the execution of specific measurable actions that are tied to objective goals that are aligned to the long-term strategy not directly measurable in the financial plan and overall support the achievement of the Company’s financial goals. The goals incentivize management to achieve various business objectives, including development and implementation of strategic plans for our businesses, continued implementation of technology initiatives to support operating effectiveness, improved customer experiences, new ways of working, and technology modernization, as well as human capital management initiatives to improve our performance management processes and align incentives with our core values as well as to continue to build the pipeline for minority talent. In certifying the performance of the Strategic Priorities goal, the Compensation Committee considered the strategic priorities against the achievement of specific measurable deliverables identified for each goal, which were established at the time the AIP measures were approved in the first quarter of 2023. Among other items, the Committee took note of the following milestones/achievements for the strategic priorities noted above:

  120. Annual Incentive Program

    | ◾ | Completed a strategic review of the businesses and established action plans for 2024 in line with the Company’s strategic objectives; |

  121. Annual Incentive Program

    | ◾ | Significant progress achieved on the build out of new systems and the implementation of technology improvements to increase the automation of and use of data and analytics across the businesses; |

  122. Annual Incentive Program

    | ◾ | Provided leadership and resources to progress significantly the modernization of key technology platforms and the implementation of cloud-based technology to support the businesses; |

  123. Annual Incentive Program

    | ◾ | Reengineered our performance management processes, including the development of new core values and leadership attributes in line with the Company’s strategic objectives, ensuring alignment between performance management and our incentive program; and |

  124. Annual Incentive Program

    | ◾ | Took specific actions to expand pre-officer pipeline for minority talent and saw year-over-year growth in minority external hires into the company and mid-career minority representation. |

  125. Annual Incentive Program

    Based on a review of the actions completed with respect to each strategic priority during 2023, the Compensation Committee determined that the progress toward achieving each strategic priority was on plan and, therefore, that the Strategic Priorities goal had been achieved at target, or 100%. Calculation of NEO AIP Payouts As set forth in the tables above, based on the performance measure results certified by the Compensation Committee, a payout percentage is determined for each goal. These payout percentages are then multiplied by the respective goal weightings for each NEO, as applicable, to determine the weighted payout for each goal. The sum of the weighted payouts equals the NEO’s payout percentage. The tables below show the goal weightings and weighted payouts for each NEO, as well as the resulting performance-based payouts approved by the Compensation Committee under the 2023 AIP for each of our NEOs and how these payouts compared with each NEO’s target payout opportunity under the program.

  126. Annual Incentive Program

    | | | Cooper | | Neczypor | | Woodroffe | | | Performance Measure | Payout on measure | Weighting | Weighted payout | Weighting | Weighted payout | Weighting | Weighted payout | | Income from Operations per Share | 151.5% | 40% | 60.6% | 40% | 60.6% | 40% | 60.6% | | Business Unit Sales and Capital Usage | | | | | | | | | Life Insurance | 59.2% | 7.1% | 4.2% | 7.1% | 4.2% | 7.1% | 4.2% | | Annuities | 92.2% | 9.3% | 8.6% | 9.3% | 8.6% | 9.3% | 8.6% | | Group Protection | 200.0% | 5.0% | 10.0% | 5.0% | 10.0% | 5.0% | 10.0% | | Retirement Plan Services | 128.6% | 3.6% | 4.6% | 3.6% | 4.6% | 3.6% | 4.6% | | DE Actions | 175.0% | 15% | 26.3% | 15% | 26.3% | 15% | 26.3% | | Strategic Priorities | 100.0% | 10% | 10.0% | 10% | 10.0% | 10% | 10.0% | | Enterprise controllable costs | 100.0% | 15% | 10.0% | 5% | 5.0% | | | | Finance controllable costs | 100.0% | | | 5% | 5.0% | | | | HR controllable costs | 106.5% | | | | | 10% | 10.7% | | Payout percentage (sum of weighted payouts)* | | | 134.3% | | 134.3% | | 134.9% | | Target AIP opportunity | | | $2,863,000 | | $1,201,500 | | $1,285,000 | | Actual AIP payout amount | | | $3,845,009 | | $1,613,615 | | $1,733,465 |

  127. Annual Incentive Program

    | * Sums may not total exactly due to rounding. |

  128. Annual Incentive Program

    | | | Grove | | Reid | | Freitag | | | Performance measure | Payout on measure | Weighting | Weighted payout | Weighting | Weighted payout | Weighting | Weighted payout | | Income from Operations per Share | 151.5% | 25% | 37.9% | 25% | 37.9% | 40% | 60.6% | | Business Unit Sales and Capital Usage | | | | | | | | | Life Insurance | 59.2% | 12.5% | 7.4% | | | 7.1% | 4.2% | | Annuities | 92.2% | 12.5% | 11.5% | | | 9.3% | 8.6% | | Group Protection | 200.0% | | | 10.0% | 20.0% | 5.0% | 10.0% | | Retirement Plan Services | 128.6% | | | 10.0% | 12.9% | 3.6% | 4.6% | | Life & Annuities Income from operations | 131.1% | 15% | 19.7% | | | | | | GP Income from operations | 111.6% | | | 12.5% | 14.0% | | | | RPS Income from operations | 44.6% | | | 7.5% | 3.3% | | | | DE Actions | 175.0% | 15% | 26.3% | 15% | 26.3% | 15% | 26.3% | | Strategic Priorities | 100.0% | 10% | 10.0% | 10% | 10.0% | 10% | 10.0% | | Enterprise controllable costs | 100.0% | | | | | 5% | 5.0% | | Finance controllable costs | 100.0% | | | | | 5% | 5.0% | | Retail Solutions controllable costs | 100.0% | 10% | 10.0% | | | | | | Workplace Solutions controllable costs | 100.0% | | | 10% | 10.0% | | | | Payout percentage (sum of weighted payouts)* | | | 122.7% | | 134.3% | | 134.3% | | Target AIP opportunity | | | $1,560,000 | | $1,193,400 | | $300,250 | | Actual AIP payout amount | | | $1,914,120 | | $1,602,736 | | $403,236 |

  129. Annual Incentive Program

    | * Sums may not total exactly due to rounding. |

  130. Annual Incentive Program

    Long-Term Compensation Awarded or Vested in 2023 Long-term compensation under the LTI program for our NEOs generally includes three equity elements:

  131. Annual Incentive Program

    | ◾ | 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, as modified by the application of an absolute diversity, equity and inclusion performance measure. Consistent with our fundamental pay for performance philosophy, these awards are linked to metrics that measure the creation of long-term shareholder value, and important progress toward our diversity goals, with above-target compensation paid out only when performance has exceeded the target level. For the PSAs granted in 2021, payouts were capped at 2.4 times target, and for the PSAs granted in 2022 and 2023, payouts are capped at 2.32 times target, in each case taking into account the application of the diversity, equity and inclusion modifier; |

  132. Annual Incentive Program

    | ◾ | RSUs, which cliff-vest in three years; and |

  133. Annual Incentive Program

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

  134. 2023 LTI Award Mix

    2023 LTI Award Mix Our targeted long-term incentive mix for 2023 — i.e., the percentage of the total 2023 LTI award delivered through each equity element — for our CEO and our other NEOs for 2023 is shown below. The PSA and RSUs 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 multi-year 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 the clawback provisions in our equity award agreements and, as applicable, in our Clawback Policy. 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 ownership guidelines and retention requirements. See “Our Executive Compensation Program Pay for Performance Philosophy” above for a discussion of the clawback provisions and share ownership guidelines and retention requirements.

  135. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    Performance Metrics Applicable to 2023-2025 Performance Share Awards In the first quarter of 2023, the Compensation Committee determined the goals and metrics for awards for the 2023-2025 performance cycle, which performance cycle began on January 1, 2023 and ends on December 31, 2025. Those determinations included the following:

  136. Performance Metrics Applicable to 2023-2025 Performance Share Awards

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

  137. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | ◾ | the relevant performance measures (Operating ROE and Relative TSR, plus the diversity, equity and inclusion modifier); |

  138. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | ◾ | the peer group used to assess Relative TSR performance; |

  139. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | ◾ | the relative weighting of each performance measure; and |

  140. Performance Metrics Applicable to 2023-2025 Performance Share Awards

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

  141. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    The performance measures selected by the Compensation Committee for the 2023-2025 performance cycle were Operating ROE, Relative TSR and the diversity, equity and inclusion modifier. Operating ROE and Relative TSR are weighted equally in all NEO PSAs. 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 diversity, equity and inclusion modifier. The Compensation Committee selected Relative TSR and Operating ROE as the two principal performance measures for the PSAs after taking into consideration our financial peer group performance, market data and our financial plan. The Compensation Committee chose to apply a 50/50 weighting to the two PSA performance measures based on the Committee’s and management’s belief that, over the long-term, Operating ROE is a key input to shareholder value and Relative TSR represents the actual value delivered to shareholders. The specific goals for threshold, target and maximum payouts for the Operating ROE performance measure was set for compensation purposes only and does not constitute, and should not be viewed as, management’s projection of future results. The maximum goals for each measure were intended to present a challenge for management and create appropriate incentives for our executives to create financial growth and long-term shareholder value. While it appears that the 2023 target goal for Operating ROE (presented further below) was set below the 2022 actual result, that is not actually the case given the LDTI accounting change. The LDTI accounting change was adopted in the first quarter of 2023 and applied retrospectively to the Company’s 2021 and 2022 financial statements; however the targets and actuals for 2022 disclosed in last year’s Proxy Statement do not reflect this change. The 2023 Operating ROE target assumes growth over the 2022 actual result when the metric is calculated in accordance with the LDTI accounting changes. Additionally, the targets for 2023 reflect the impacts to earnings from the third quarter 2022 assumption review charge and higher expenses related to certain initiatives undertaken to achieve the Company’s strategic objectives. Operating ROE for the 2023-2025 performance period is an absolute measure that represents the average of the three one-year Operating ROE results for each year in the performance period. Operating ROE is defined as Income from Operations (as defined above with respect to the 2023 AIP, including the defined exclusions) divided by average shareholders’ equity for the year. Shareholders’ equity excludes accumulated other comprehensive income (“AOCI”) 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, any increase or decrease in equity due to a change in accounting principle, and any increase or decrease in equity due to incremental volatility driven by the LDTI accounting standard. Relative TSR for the 2023-2025 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. As shown in the table further below, above-median performance is required to achieve target payout under this measure. In addition, if the Company’s TSR for the performance period is negative, the payout under this measure is capped at 100%. 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 on an annual basis and updated, as necessary. For 2023, Aegon, Ameriprise and Manulife were removed from the peer group, and the following companies were added to the peer group: (i) Corebridge Financial, which became a public company in 2022 and competes with us in the individual life insurance, retirement plan services and group protection space, (ii) MetLife, which competes with us the group protection space, and (iii) Voya Financial, which competes with us in the retirement plan services and group protection space.

  142. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | 2023 - 2025 Relative TSR Performance Peer Group | | | | | ◾ | Brighthouse Financial | ◾ | MetLife | | ◾ | Corebridge Financial | ◾ | Principal Financial | | ◾ | Equitable Holdings | ◾ | Prudential Financial | | ◾ | Globe Life | ◾ | Unum Group | | ◾ | Jackson Financial | ◾ | Voya Financial |

  143. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    The Diversity, Equity and Inclusion Modifier goal for the 2023-2025 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 2023 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).

  144. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | Performance award measures, weightings, and goals for the 2023-2025 performance award cycle | | | | | | | Operating Return on Equity (ROE) Relative weight: 50% 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 Total Shareholder Return (TSR) Relative weight: 50% Why Chosen: Assesses the Company’s delivery of shareholder value over time relative to that of our peers. | | | | Goal for Threshold payout | Goal for Target payout | Goal for Maximum payout | Goal for Threshold Payout | Goal for Target payout | Goal for Maximum payout | | 9.44% | 11.10% | 12.77% | Ranking: 25th Percentile | Ranking: 55th Percentile | Ranking: 80th Percentile | | Payout Range: 25%—200% | | | Payout Range: 50%—200% (capped at 100% if TSR is negative) | | | | Diversity, Equity and Inclusion Modifier Why Chosen: This measure reflects the Company’s long-standing commitment to diversity, equity and inclusion by formally tying executive compensation to the achievement of quantitative diversity, equity and inclusion goals. Modifier is applied to the payout results determined by the Operating ROE and Relative TSR calculations | | | | | |

  145. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | 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 | | –% | N/A | –16% | | Greater than 0%, but less than 39% | N/A | Between > –16% and <0% | | 39% | 11% | No impact | | Greater than or equal to 39% | Greater than 11%, but less than 26% | Between >0% and <16% | | Greater than or equal to 39% | Greater than or equal to 26% | 16% |

  146. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    The maximum payout under each metric is capped at 200% of target (or 100% for the Relative TSR metric in the event Company TSR is negative for the period) and occurs when performance is superior, and the minimum payout, 25% of target for the Operating ROE measure and 50% of target for the Relative TSR measure, results when the performance threshold is met. For example, the minimum payout for each of the performance measures is calculated as follows: threshold performance level (25% or 50%, as applicable) multiplied by the relative weighting of the performance measure (50%) multiplied by the target payout opportunity. The application of the diversity, equity and inclusion modifier can result in a maximum payout under the 2023 LTI of 232% of the target award, and a minimum payout of 10.5% of the target award, assuming the threshold achievement level has been met for only the Operating ROE metric (or 21% assuming the threshold achievement level has been met for only the Relative TSR metric). If earned, the 2023-2025 PSAs will be paid out in shares of our common stock. The following table shows the number of shares that our NEOs have the potential to earn at different performance levels:

  147. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | Estimated Share Payout Opportunities under the 2023-2025 Performance Award Cycle as of Grant Date(1) | | | | | Executive Officer | Threshold(2) (#) | Target (#) | Maximum (#) | | Ellen G. Cooper | 13,814 | 131,558 | 305,215 | | Christopher Neczypor | 3,601 | 34,296 | 79,567 | | Matthew Grove | 3,901 | 37,154 | 86,197 | | James Reid | 3,124 | 29,753 | 69,027 | | Sean N. Woodroffe | 3,975 | 37,861 | 87,838 |

  148. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | (1) Amounts do not include dividend equivalents. |

  149. Performance Metrics Applicable to 2023-2025 Performance Share Awards

    | (2) Threshold payout assumes minimum threshold achievement of the Relative TSR measure and maximum negative application of the diversity, equity and inclusion modifier. |

  150. 2023 New Hire Make-Whole Equity Award

    2023 New Hire Make-Whole Equity Award The Compensation Committee approved the grant of a new hire make-whole equity award to Mr. Woodroffe in 2023 to incent him to join the Company. To approximate his forfeited long-term incentive compensation in accordance with our internal guidelines, Mr. Woodroffe received a make-whole RSU award in May 2023 with a grant date fair value of $4.7 million. The value of Mr. Woodroffe’s award was calculated based on the value of his forfeited long-term cash compensation that would have otherwise vested over the next three years. 40% of Mr. Woodroffe’s make-whole award vests on the first anniversary of the grant date and 30% of the award vests on each of the second and third grant-date anniversaries, in each case subject to continuous service. This vesting schedule generally replicates the vesting schedule of the cash-based long-term incentives that Mr. Woodroffe forfeited by resigning his prior position and joining the Company. The terms of the award provide limitations on vesting in the event of a termination, with any unvested portion of the award being forfeited upon any termination other than due to disability, death or an involuntary separation from service not for cause. Mr. Woodroffe, a seasoned human resources leader with over 35 years of experience in the financial services sector, forfeited a significant amount of unvested compensation to join the Company. As discussed earlier under “Total Targeted 2023 Direct Compensation,” he assumed a role that is critical in ensuring the successful execution of the Company’s long-term strategy. The Compensation Committee determined that the grant of the make-whole RSU award was reasonable and necessary in light of the need to replace Mr. Woodroffe’s forfeited compensation in order to attract and then retain this highly qualified leader. The grant date fair value of all of the equity awarded to our NEOs in 2023 is included in the Summary Compensation Table in “Executive Compensation Tables.” Additional details regarding the terms of the awards granted to the NEOs can be found in “Executive Compensation Tables – Grants of Plan-Based Awards.”

  151. 2021-2023 LTI Program

    2021-2023 LTI Program The Compensation Committee established the performance-based 2021 LTI program at its February 2021 meeting, with performance metrics that measure the creation of long-term shareholder value. The Compensation Committee approved all the equity awards granted under the 2021 LTI program, including grants of PSAs, RSUs and Options. The last day of the performance cycle for the PSAs awarded under the 2021-2023 LTI program was December 31, 2023. As a result of the decline in the Company’s stock price between the grant date of the 2021-2023 LTI awards and their respective vesting dates, as well as the performance of the key LTI metrics over the three-year performance period (resulting in 0% payout of the PSAs, as discussed further below), the actual value realized upon vesting of the 2021- 2023 LTI awards granted to our CEO was equal to only 16.2% of the fair value of such awards as of their grant date. See the actual versus realized compensation chart for our CEO presented in the Executive Summary of this CD&A. RSUs and Options The RSUs awarded in 2021 cliff vested on February 18, 2024, which was three years from the date of grant. The Options awarded in 2021 vested ratably over a three-year period, with one-third vesting on each of the first three anniversaries of the grant date; the final tranche of Options vested on February 18, 2024. Ms. Cooper also received incremental RSU and Option grants in May 2021 reflecting an increase to her target 2021-2023 LTI award as a result of an increase in her responsibilities. This portion of her LTI award will vest on May 7, 2024. Additional details regarding the RSUs and Options granted in 2021 can be found in the Outstanding Equity Awards table in “Executive Compensation Tables.” 2021-2023 Performance Share Awards In February 2021, the Compensation Committee determined the goals and metrics for awards for the 2021-2023 performance cycle, which performance cycle began on January 1, 2021 and ended on December 31, 2023. Those determinations included the following:

  152. 2021-2023 LTI Program

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

  153. 2021-2023 LTI Program

    | ◾ | the relevant performance measures (Operating ROE, Relative TSR and diversity, equity and inclusion modifier); |

  154. 2021-2023 LTI Program

    | ◾ | the peer group used to assess Relative TSR performance; |

  155. 2021-2023 LTI Program

    | ◾ | the relative weighting of each performance measure; and |

  156. 2021-2023 LTI Program

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

  157. 2021-2023 LTI Program

    The payouts for the Operating ROE and Relative TSR measures could have each ranged from 0% to 200% of target, with a threshold payout for each performance measure equal to 25% of target. For the PSAs to be payable, and for the diversity, equity and inclusion modifier to be applied, the threshold or minimum achievement level for at least one of the performance measures must have been attained. The modifier had the potential to increase or decrease the total PSA payout by up to 20%, resulting in a maximum payout under the 2023 LTI of 240% of the target PSA (if both key measures paid out at 200% and the maximum 20% positive modifier was applied), and a minimum payout of 10% of the target award (if only one measure met the threshold achievement level of 25% and the maximum negative 20% modifier was applied). Therefore, a minimum award would be calculated as follows: 25% multiplied by the relative weighting of the performance measure (50%) multiplied by 80% multiplied by the target award amount. The following table shows the number of shares that each NEO (other than Messrs. Grove, Reid and Woodroffe, who were not employed by the Company in 2021) had the potential to earn under the 2021-2023 LTI performance cycle at the threshold, target and maximum levels:

  158. 2021-2023 LTI Program

    | Estimated Share Payout Opportunities under the 2021-2023 Performance Award Cycle as of Grant Date(1) | | | | | Executive Officer | Threshold (#) | Target (#) | Maximum (#) | | Ellen G. Cooper | 1,847 | 18,471 | 44,330 | | Christopher Neczypor | 286 | 2,862 | 6,869 | | Former Executive Officer | | | | | Randal J. Freitag(2) | 1,660 | 16,600 | 39,840 |

  159. 2021-2023 LTI Program

    | (1) Amounts do not include dividend equivalents. |

  160. 2021-2023 LTI Program

    | (2) Per the terms of Mr. Freitag’s 2021 PSA agreements, because he met the requirements for ”retirement” in the agreements at the time of his involuntary not-for-cause termination, Mr. Freitag’s outstanding PSA amounts for the 2021-2023 cycle were prorated as of his separation date of March 31, 2023 based on his number of days of service out of the total number of days in the performance cycle, with the payout to be determined based on actual performance certified after the end of full three-year cycle. His prorated share payout opportunity is presented in the table. |

  161. 2021-2023 LTI Program

    In February 2024, the Compensation Committee reviewed the reports and analysis that management provided regarding our performance during the 2021-2023 performance cycle and determined the results for each performance measure, as shown in the graphic that follows. Based on the performance by the Company in each of the key metrics over the performance period (which was below the threshold performance level for both the Operating ROE measure and the Relative TSR measure), the total performance certified by the Committee for the performance cycle was 0%. As a result, the Compensation Committee did not approve any payout of the 2021-2023 performance share awards. Although the diversity, equity and inclusion modifier was not applicable, given the below-threshold performance for the other measures, the Company did achieve a level of performance with respect to its 2021 diversity, equity and inclusion goals that, had the modifier been applicable, would have resulted in increasing the PSA payout by 12%.

  162. 2021-2023 LTI Program

    | Performance goals, actual results and payout percentages for 2021-2023 performance award cycle | | | | | | | Operating Return on Equity (ROE) | | | Relative Total Shareholder Return (TSR) | | | | Relative weight: 50% | | | Relative weight: 50% | | | | Goal for Threshold payout | Goal for Target payout | Goal for Maximum payout | Goal for Threshold Payout | Goal for Target payout | Goal for Maximum payout | | 12.61% | 13.26% | 13.91% | Ranking: 8th out of 11 | Median of peer group | Ranking: 1st to 3rd out of 11 | | Actual results | Payout as percentage of target | | Actual results | Payout as percentage of target | | | 8.0% | 0% | | Last in peer group (TSR of -38.46%) | 0% | |

  163. 2021-2023 LTI Program

    Operating ROE for the 2021-2023 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 1 on pages E-5 to E-6. In calculating Operating ROE for the 2021-2023 LTI performance period, certain defined exclusions were made (as listed in Items A through J on page E-6 in Exhibit 1) in accordance with the terms of the plan. As a result, as of December 31, 2023, Operating ROE as calculated in accordance with plan formula was 8.0%. Relative TSR for the 2021-2023 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 -38.46%, as calculated in accordance with the LTI plan, which ranked last among the peers listed in the following table. Long-term shareholder returns are a key area of focus for management and the Board, with the enterprise strategic objectives keenly focused on performance metrics that are important to increasing shareholder returns.

  164. 2021-2023 LTI Program

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

  165. 2021-2023 LTI Program

    | * 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. |

  166. 2021-2023 LTI Program

    For a discussion of our TSR peer group selection process, see “Performance Metrics Applicable to 2023-2025 Performance Share Awards” above. TSR for the 2021-2023 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 2021-2023 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 that that there were no resulting PSA payouts for the NEOs eligible for such award (i.e., all NEOs other than Messrs. Grove, Reid and Woodroffe):

  167. 2021-2023 LTI Program

    | Actual Payouts under 2021-2023 Performance Share Awards | | | | | Executive Officer | Target (# of shares) | Payout percentage of target | Payout (# of shares) | | Ellen G. Cooper | 18,471 | —% | 0 | | Christopher Neczypor | 2,862 | —% | 0 | | Former Executive Officer | | | | | Randal J. Freitag | 16,600 | —% | 0 |

  168. 2021-2023 LTI Program

    Participation in Executive Compensation Decisions

  169. Role of the Compensation Committee

    | ◾ | establishes the compensation peer group; |

  170. Role of the Compensation Committee

    | ◾ | 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; |

  171. Role of the Compensation Committee

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

  172. Role of the Compensation Committee

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

  173. Role of Management

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

  174. Role of the Compensation Consultant

    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 2023, Pay Governance provided the Compensation Committee with:

  175. Role of the Compensation Consultant

    | ◾ | 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; |

  176. Role of the Compensation Consultant

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

  177. Role of the Compensation Consultant

    | ◾ | 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; |

  178. Role of the Compensation Consultant

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

  179. Role of the Compensation Consultant

    | ◾ | assistance in the review and discussion of material agenda items; |

  180. Role of the Compensation Consultant

    | ◾ | assistance with compensation peer group analysis; |

  181. Role of the Compensation Consultant

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

  182. Role of the Compensation Consultant

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

  183. Role of the Compensation Consultant

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

  184. Role of the Compensation Consultant

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

  185. Role of the Compensation Consultant

    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:

  186. Role of the Compensation Consultant

    | ◾ | identifying all of the compensation programs that cover our employees; |

  187. Role of the Compensation Consultant

    | ◾ | 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; |

  188. Role of the Compensation Consultant

    | ◾ | 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 |

  189. Role of the Compensation Consultant

    | ◾ | 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. |

  190. Role of the Compensation Consultant

    Once the annual assessment is completed and reviewed by our Chief Risk 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:

  191. Role of the Compensation Consultant

    | ◾ | 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; |

  192. Role of the Compensation Consultant

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

  193. Role of the Compensation Consultant

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

  194. Role of the Compensation Consultant

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

  195. Role of the Compensation Consultant

    | ◾ | the multi-year 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; |

  196. Role of the Compensation Consultant

    | ◾ | our Clawback Policy and additional “clawback” features of our equity awards, which allow us to rescind an executive’s incentive compensation under certain conditions; |

  197. Role of the Compensation Consultant

    | ◾ | fixed compensation is set at a level that allows executives to meet their essential financial needs; and |

  198. Role of the Compensation Consultant

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

  199. Role of the Compensation Consultant

    For 2023, 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 operates under previously approved equity award grant procedures, including procedures for granting Options. These procedures are reviewed by the Compensation Committee on a periodic basis. 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.

  200. Role of the Compensation Consultant

    | ◾ | For equity awards granted to executives at a regularly scheduled meeting or at a “special” meeting of the Board or Compensation Committee that occurs during a period in which trading of our securities is permitted under our Insider Trading and Confidentiality Policy (an “open window period”), the grant date is the date of the meeting. |

  201. Role of the Compensation Consultant

    | ◾ | For equity awards granted at a “special” meeting of the Board or Compensation Committee that does not occur during 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). |

  202. Role of the Compensation Consultant

    | ◾ | 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. |

  203. Role of the Compensation Consultant

    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. 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 tax law 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 in 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 (a “double-trigger” arrangement). The objectives of the change-of-control benefits are to:

  204. Role of the Compensation Consultant

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

  205. Role of the Compensation Consultant

    | ◾ | 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 |

  206. Role of the Compensation Consultant

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

  207. Role of the Compensation Consultant

    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 2023, 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 a forfeiture provision for 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 if a circumstance arose that would entitle a participant to benefits under both plans. 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 2023 Form 10-K.

  208. The Compensation Committee

    | 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) | | Ellen G. Cooper(7) | 2023 | 1,144,231 | — | 6,510,721 | 1,534,404 | 3,845,009 | — | 403,555 | 13,437,920 | | President and CEO | 2022 | 1,056,783 | — | 5,118,044 | 1,293,774 | 1,276,172 | — | 353,536 | 9,098,310 | | | 2021 | 815,200 | — | 1,904,136 | 772,511 | 1,813,558 | — | 266,500 | 5,571,905 | | Christopher Neczypor(8) | 2023 | 839,231 | — | 1,882,132 | 448,827 | 1,613,615 | — | 227,481 | 5,011,286 | | EVP and CFO | | | | | | | | | | | Matthew Grove(9) | 2023 | 1,038,462 | | 2,185,417 | 520,001 | 1,914,120 | — | 205,899 | 5,863,899 | | EVP & President, Retail Solutions | 2022 | 438,462 | — | 4,206,362 | 500,006 | 1,500,000 | — | 23,271 | 6,668,101 | | James Reid(10) | 2023 | 882,692 | — | 1,750,077 | 416,427 | 1,602,736 | — | 59,352 | 4,711,284 | | EVP & President, Workplace Solutions | 2022 | 310,577 | 250,000 | 2,286,689 | 400,512 | 1,147,500 | — | 15,358 | 4,410,636 | | Sean N. Woodroffe(11) | 2023 | 507,692 | 1,000,000 | 5,971,153 | 320,005 | 1,733,465 | — | 29,800 | 9,562,115 | | EVP, Chief People, Culture & Communications Officer | | | | | | | | | | | Former Executive Officer | | | | | | | | | | | Randal J. Freitag(12) | 2023 | 256,624 | — | — | — | 403,236 | 23,512 | 3,583,527 | 4,266,899 | | Former EVP and CFO | 2022 | 888,634 | — | 6,951,374 | 546,382 | 641,335 | — | 327,792 | 9,355,517 | | | 2021 | 857,345 | — | 1,950,504 | 795,708 | 1,851,641 | 14,656 | 291,769 | 5,761,624 |

  209. Narrative to Grants of Plan-Based Awards Table

    Narrative to Grants of Plan-Based Awards Table The following terms also apply to the 2023 equity awards:

  210. Narrative to Grants of Plan-Based Awards Table

    | ◾ | The exercise price and tax-withholding obligations related to the exercise of all Options may be paid by withholding or delivering shares, subject to certain conditions. |

  211. Narrative to Grants of Plan-Based Awards Table

    | ◾ | For stock awards, we withhold a sufficient number of shares to satisfy at least the NEO’s mandatory minimum tax-withholding obligations upon vesting at the NEO’s election. |

  212. Narrative to Grants of Plan-Based Awards Table

    | ◾ | The Options and stock awards will vest fully: (1) if the executive dies or becomes permanently disabled; or (2) in connection with a “change of control” of the Company if (a) the executive’s employment is terminated by the Company for any reason other than “cause” or (b) the executive terminates his or her employment for “good reason,” as those terms are defined in the LNC COC Plan. |

  213. Narrative to Grants of Plan-Based Awards Table

    | ◾ | The Options and stock awards are not transferable except by will or under trust and estates law, unless the Compensation Committee permits such a transfer. The Compensation Committee has not permitted a transfer of any of the awards shown in the Grants of Plan-Based Awards table above. |

  214. Narrative to Grants of Plan-Based Awards Table

    | ◾ | In general, when an executive leaves the Company after meeting the requirements for “retirement” in the applicable award agreement, the executive’s outstanding PSAs will be prorated (to be paid out only if the applicable performance goals are achieved and the Compensation Committee does not withhold payout of the award, which it has the discretion to do). The prorated award will be based on the number of days of service out of the total number of days in the three-year performance cycle. Any payout of PSAs will be made at the same time, and in the same manner, as the payout to other plan participants. For PSAs granted in 2023 to our NEOs other than our CEO “retirement” means the executive’s termination of service, other than for cause, at age 55 or older with at least five years of service. |

  215. Narrative to Grants of Plan-Based Awards Table

    | ◾ | In addition, in general, when an executive leaves the Company after meeting the requirements for “retirement” in the applicable award agreement, RSUs and Option awards with cliff vesting provisions will vest on a pro rata basis, and for Options that vest ratably, the Options will vest pro rata based on the number of days of service in the one-year anniversary period in which the termination occurs. For the Options and RSU awards granted in 2023 to our NEOs other than our CEO “retirement” means the executive’s termination of service, other than for cause, at age 55 or older with at least five years of service. |

  216. Narrative to Grants of Plan-Based Awards Table

    | ◾ | The Options, RSUs and PSAs granted to our CEO in 2023 will vest fully upon retirement if retirement occurs after the first anniversary of the grant date, with the PSAs vesting and actual payout subject to the achievement and certification by the Compensation Committee of the applicable performance goals after the end of the performance cycle; otherwise, such grants will vest on a pro rata basis upon retirement. Per the terms of the relevant award agreements, “retirement” includes a separation from service not for cause at any age with at least seven years of service as a member the Company’s Senior Management Committee (“SMC”) or at age 55 or older with at least five years of service. |

  217. Narrative to Grants of Plan-Based Awards Table

    | ◾ | In addition to being subject to the Company’s Clawback Policy generally, the Options, RSUs and PSAs granted in 2023 are subject to forfeiture and “clawback” provisions set forth in the award agreements, including non-compete, non-solicitation, non-disparagement and confidentiality/non-disclosure covenants and a clawback provision in the case where an NEO is terminated for cause. Specifically, we may rescind unvested awards or require the NEO to return the vested shares or shares acquired upon the exercise of Options (or, if applicable, the cash received on the sale of shares) to us upon breach of one of the covenants or termination for cause. The restrictive covenants and forfeiture provisions expire six months after an Option or an RSU award vests, or the shares are delivered in respect of a vested PSA. |

  218. Narrative to Grants of Plan-Based Awards Table

    | ◾ | Upon vesting, the Options may be exercised by the executive or his or her beneficiary (as applicable) until the earliest of: (i) the expiration of the Option term; (ii) one year after the date the executive died or became disabled; (iii) five years after the date the executive voluntarily left the Company after meeting the requirements for retirement; or (iv) three months after the date the executive was involuntarily terminated for any reason other than cause. |

  219. Narrative to Grants of Plan-Based Awards Table

    Outstanding Equity Awards at Fiscal Year-End Table below provides information on unexercised Options, unvested stock awards and unvested equity incentive plan awards for each NEO as of December 31, 2023.

  220. Narrative to Grants of Plan-Based Awards Table

    | Option Awards | | | | | Stock Awards | | | | | Executive Officer | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable(1) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested(2) (#) | Market value of shares or units of stock that have not vested(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Ellen G. Cooper | 17,191 | | 50.77 | 2/24/2024 | 13,412 | 361,722 | 1,788(4) | 48,228 | | | 21,748 | | 58.26 | 2/25/2025 | 2,190 | 59,064 | 292(4) | 7,878 | | | 38,891 | | 35.50 | 2/24/2026 | 12,952 | 349,315 | 38,855(5) | 1,047,919 | | | 21,819 | | 71.70 | 2/22/2027 | 8,161 | 220,102 | 24,484(5) | 660,333 | | | 25,859 | | 78.32 | 2/21/2028 | 46,430 | 1,252,217 | 139,289(6) | 3,756,624 | | | 40,710 | | 63.01 | 2/27/2029 | | | | | | | 43,375 | | 60.86 | 2/19/2030 | | | | | | | 25,543 | 12,771 | 53.54 | 2/18/2031 | | | | | | | 4,187 | 2,095 | 69.30 | 5/7/2031 | | | | | | | 12,107 | 24,215 | 73.51 | 2/16/2032 | | | | | | | 7,887 | 15,776 | 57.16 | 5/26/2032 | | | | | | | — | 125,998 | 34.99 | 2/15/2033 | | | | | | Christopher Neczypor | 6,263 | | 63.01 | 2/27/2029 | 2,420 | 65,267 | 323(4) | 8,701 | | | 7,100 | | 60.86 | 2/19/2030 | 2,243 | 60,494 | 3,738(5) | 100,814 | | | 4,487 | 2,243 | 54.52 | 2/17/2031 | 2,305 | 62,166 | 3,841(5) | 103,592 | | | 1,397 | 2,797 | 73.51 | 2/16/2032 | 2,873 | 77,485 | 27,611(6) | 744,669 | | | 1,485 | 2,971 | 57.16 | 5/26/2032 | 16,567 | 446,812 | 8,389(6) | 226,251 | | | — | 14,264 | 37.74 | 12/5/2032 | 5,033 | 135,740 | | | | | — | 29,973 | 34.99 | 2/15/2033 | | | | | | | — | 9,444 | 26.64 | 8/9/2033 | | | | | | Matthew Grove | 11,634 | 23,268 | 48.41 | 8/10/2032 | 38,728 | 1,044,494 | 27,927(5) | 753,191 | | | — | 42,700 | 34.99 | 2/15/2033 | 16,756 | 451,909 | 39,337(6) | 1,060,919 | | | | | | | 23,603 | 636,573 | | | | James Reid | 9,319 | 18,638 | 48.41 | 8/10/2032 | 16,759 | 451,990 | 22,369(5) | 603,292 | | | — | 34,195 | 34.99 | 2/15/2033 | 13,421 | 361,964 | 31,501(6) | 849,582 | | | | | | | 18,901 | 509,760 | | | | Sean N. Woodroffe | — | 48,493 | 21.13 | 5/24/2033 | 231,846 | 6,252,887 | 39,270(6) | 1,059,112 | | | | | | | 23,563 | 635,494 | | | | Former Executive Officer | | | | | | | | | | Randal J. Freitag | 31,738 | | 50.77 | 2/24/2024 | | | 1,623(4) | 43,762 | | | 37,751 | | 58.26 | 2/25/2025 | | | 37(4) | 1,009 | | | 60,254 | | 35.50 | 2/24/2026 | | | 20,424(5) | 550,835 | | | 32,502 | | 71.70 | 2/22/2027 | | | | | | | 34,188 | | 78.32 | 2/21/2028 | | | | | | | 51,028 | | 63.01 | 3/31/2028 | | | | | | | 54,589 | | 60.86 | 3/31/2028 | | | | | | | 32,761 | | 53.54 | 3/31/2028 | | | | | | | 681 | | 69.30 | 3/31/2028 | | | | | | | 22,911 | | 73.51 | 3/31/2028 | | | | |

  221. Narrative to Grants of Plan-Based Awards Table

    | (1) Options shown in this column were not exercisable as of December 31, 2023. The following table shows the dates when Options in this column vest and become exercisable. |

  222. Narrative to Grants of Plan-Based Awards Table

    | Expiration Dates | Vesting Dates | | 2/17/2031 | Balance vested on 2/17/2024 | | 2/18/2031 | Balance vested on 2/18/2024 | | 5/7/2031 | Balance vests on 5/7/2024 | | 2/16/2032 | Balance vests equally on 2/16/2024 and 2/16/2025 | | 5/26/2032 | Balance vests equally on 5/26/2024 and 5/26/2025 | | 8/10/2032 | Balance vests equally on 8/10/2024 and 8/10/2025 | | 12/5/2032 | Vests in full on 12/5/2025 | | 2/15/2033 | Vests in three equal annual installments beginning on 2/15/2024 | | 5/24/2033 | Vests in three equal annual installments beginning on 5/24/2024 | | 8/9/2033 | Vests in three equal annual installments beginning on 8/9/2024 |

  223. Narrative to Grants of Plan-Based Awards Table

    | (2) These stock awards are RSUs that vest as follows: |

  224. Narrative to Grants of Plan-Based Awards Table

    | | # Shares (2024 Vest Date) | # Shares (2025 Vest Date) | # Shares (2026 Vest Date) | | Ellen G. Cooper | 13,412 (2/18/2024) 2,190 (5/7/2024) | 12,952 (2/16/2025) 8,161 (5/26/2025) | 46,430 (2/15/2026) | | Christopher Neczypor | 2,420 (2/17/2024) | 2,243 (2/16/2025) 2,305 (5/26/2025) 2,873 (12/5/2025) | 16,567 (2/15/2026) 5,033 (8/9/2026) | | Matthew Grove | 19,364 (8/10/2024) | 19,364 (8/10/2025) 16,756 (8/10/2025) | 23,603 (2/15/2026) | | James Reid | 5,586 (8/10/2024) | 11,173 (8/10/2025) 13,421 (8/10/2025) | 18,901 (2/15/2026) | | Sean N. Woodroffe | 92,738 (5/24/2024) | 69,554 (5/24/2025) | 69,554 (5/24/2026) 23,563 (5/24/2026) |

  225. Narrative to Grants of Plan-Based Awards Table

    | The RSU awards include accrued but unpaid dividend equivalents credited in additional RSUs calculated at the normal dividend rate and settled in shares of our common stock only upon vesting and distribution of the underlying RSU award. |

  226. Narrative to Grants of Plan-Based Awards Table

    | (3) Represents the product of the number of unearned shares/units that have not yet vested and the closing price of our common stock as reported on the composite tape of the NYSE on December 29, 2023 (the last trading day of the year for the NYSE), which was $26.97. |

  227. Narrative to Grants of Plan-Based Awards Table

    | (4) Represents PSAs that were granted in connection with the 2021-2023 performance cycle, plus accrued dividend equivalents. Because our performance as of the end of the last fiscal year for this performance cycle was below the threshold achievement level, these awards are shown at threshold (10%), plus accrued dividend equivalents. The total performance for this cycle, as certified by the Compensation Committee on February 21, 2024, was 0%. As a result, the Compensation Committee did not approve any payout of the 2021-2023 PSAs. See the CD&A for more information. |

  228. Narrative to Grants of Plan-Based Awards Table

    | (5) Represents PSAs granted in connection with the 2022-2024 performance cycle. Because our performance as of the end of the last fiscal year for this performance cycle was above the threshold achievement level but did not exceed target, these awards are shown at target (100%), plus accrued dividend equivalents. However, the amount, if any, of these awards that will be paid out will depend upon the performance over the full performance period and the Compensation Committee’s certification of the performance after completion of the performance cycle, which should occur in the first quarter of 2025 for the 2022-2024 performance cycle. |

  229. Narrative to Grants of Plan-Based Awards Table

    | (6) Represents PSAs granted in connection with the 2023-2025 performance cycle. Because our performance as of the end of the last fiscal year for this performance cycle was above the threshold achievement level but did not exceed target, these awards are shown at target (100%), plus accrued dividend equivalents. However, the amount, if any, of these awards that will be paid out will depend upon the performance over the full performance period and the Compensation Committee’s certification of the performance after completion of the performance cycle, which should occur in the first quarter of 2026 for the 2023-2025 performance cycle. |

  230. Narrative to Grants of Plan-Based Awards Table

    Option Exercises and Stock Vested The table below provides information on Options exercised and stock awards that vested during 2023.

  231. Narrative to Grants of Plan-Based Awards Table

    | | Option Awards | | Stock Awards | | | Executive Officer | Number of shares acquired on exercise (#) | Aggregate value realized on exercise ($) | Number of shares acquired on vesting(1) (#) | Aggregate value realized on vesting(2) ($) | | Ellen G. Cooper | — | — | 10,065 | 340,398 | | Christopher Neczypor | — | — | 1,647 | 55,702 | | Matthew Grove | — | — | 18,961 | 498,864 | | James Reid | — | — | 5,467 | 143,837 | | Sean N. Woodroffe | — | — | — | — | | Former Executive Officer | | | | | | Randal J. Freitag | — | — | 101,663 | 2,428,149 |

  232. Narrative to Grants of Plan-Based Awards Table

    | (1) Includes dividend equivalents paid out in additional shares of common stock upon the vesting of the underlying RSU awards. Upon his termination effective March 31, 2023, Mr. Freitag’s outstanding RSU awards under the 2021-2023 LTI plan vested pro rata and his outstanding RSU award granted for the 2022-2024 LTI cycle and his February 2022 supplemental RSU award both vested in full, in each case pursuant to the terms of the applicable award agreements. See “Potential Payments upon Termination or Change of Control” for more information. |

  233. Narrative to Grants of Plan-Based Awards Table

    | (2) Amounts reported represent the total pre-tax value realized upon vesting, calculated as shares vested times the closing price of our common stock as reported on the composite tape of the NYSE on the applicable vesting date (or the last date before vesting that was a trading day for the NYSE). |

  234. Narrative to Grants of Plan-Based Awards Table

    Pension Benefits

  235. Retirement Plans

    | Pension Benefits | | | | | | Executive Officer | Plan name | Number of years of credited service(1) (#) | Present value of accumulated benefit(2) ($) | Payments during last fiscal year ($) | | Ellen G. Cooper | | N/A | N/A | N/A | | Christopher Neczypor | | N/A | N/A | N/A | | Matthew Grove | | N/A | N/A | N/A | | James Reid | | N/A | N/A | N/A | | Sean N. Woodroffe | | N/A | N/A | N/A | | Former Executive Officer | | | | | | Randal J. Freitag | LNC Retirement Plan | 11.5 | 347,591 | — | | | Excess Plan | 11.5 | 16,943 | — |

  236. Additional Terms of the DC SERP

    | Nonqualified Deferred Compensation | | | | | | | Executive Officer | Executive contributions in last FY(1) ($) | Company contributions in last FY(2) ($) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE(3) ($) | | Ellen G. Cooper | 145,224 | 371,555 | 107,483 | — | 3,631,707 | | Christopher Neczypor | 50,354 | 195,481 | 38,702 | — | 344,474 | | Matthew Grove | 152,308 | 159,769 | 7,187 | 34,608 | 319,160 | | James Reid | — | 15,752 | 1,886 | — | 17,638 | | Sean N. Woodroffe | — | — | — | — | — | | Former Executive Officer | | | | | | | Randal J. Freitag | 53,878 | 268,502 | 359,464 | — | 5,784,911 |

  237. Potential Payments Table

    Potential Payments Table The following table shows potential payments to each NEO if the NEO’s employment were terminated effective December 31, 2023 as a result of:

  238. Potential Payments Table

    | ◾ | early retirement or voluntary termination; |

  239. Potential Payments Table

    | ◾ | involuntary not-for-cause termination; |

  240. Potential Payments Table

    | ◾ | for-cause termination; |

  241. Potential Payments Table

    | ◾ | involuntary termination following our change of control; |

  242. Potential Payments Table

    | ◾ | disability; or |

  243. Potential Payments Table

    | ◾ | death. |

  244. Potential Payments Table

    Please note the following regarding the amounts in the table:

  245. Potential Payments Table

    | ◾ | Except in the case of Mr. Freitag, the amounts assume that termination was effective December 31, 2023, and are therefore estimates. The amounts actually paid at termination would differ from these estimates. Additional assumptions are described in footnotes to the table. |

  246. Potential Payments Table

    | ◾ | The amounts set forth in the table for Mr. Freitag, our former CFO, represent the benefits and payments to which he became entitled upon his involuntary not-for-cause termination effective March 31, 2023. |

  247. Potential Payments Table

    | ◾ | Under the DC SERP, the amounts shown under “Aggregate Balance at Last FYE” in the “Nonqualified Deferred Compensation” table above for Ms. Cooper were fully vested as of December 31, 2023 (and for Mr. Freitag were fully vested as of March 31, 2023), and therefore are fully payable for such NEOs and unaffected by the various termination scenarios presented in the table. The DC SERP amounts are shown as lump sums, but are payable as either lump sums or as 5-, 10-, 15- or 20-year annual installments, based on the applicable NEO’s selection. |

  248. Potential Payments Table

    | ◾ | The amounts do not take into account the cutback provision described above under “— Change-of-Control Arrangements.” As a result, the actual amounts paid could be lower than what is presented. |

  249. Potential Payments Table

    | ◾ | Information about Options, RSUs and PSAs in the table reflects equity-based awards that had not yet vested on the date of a termination event for which vesting continues post-termination or is accelerated as a result of the termination event. All awards held by each NEO, other than Mr. Freitag, at December 31, 2023 that would have become vested and/or exercisable upon a termination event are shown at a value using the closing price of our common stock on December 29, 2023 (the last trading day of the year for the NYSE), which was $26.97. The value of the awards that vested and/or became exercisable for Mr. Freitag upon effective his termination date are shown at a value using the closing price of our common stock on March 31, 2023, which was $22.47. |

  250. Potential Payments Table

    | In general, vesting occurs as follows: |

  251. Potential Payments Table

    | – | Options – Unvested Options vest and become exercisable upon the NEO’s death or disability. Unvested Options also vest and become immediately exercisable in connection with a change of control of the Company if (a) the executive’s employment is terminated by the Company for any reason other than “cause” or (b) the executive terminates his or her employment for “good reason.” For Options granted to our NEOs prior to 2022, upon retirement, such Options vest pro rata for the time the NEO was employed during the vesting period; if they were to retire at age 62 or older, the Options would vest in full upon retirement. For executive officers who joined the SMC on or after May 26, 2022, which includes Messrs. Grove, Neczypor, Reid and Woodroffe, Options awarded on or after that date will vest on a pro rata basis if the executive officer retires, with “retirement” defined as a termination of service other than for cause at age 55 or older with at least five years of service. Beginning with the 2022 grants, the award agreements for Options granted to Ms. Cooper (and to Mr. Freitag, for 2022) provide for full vesting upon retirement if retirement occurs after the first anniversary of the grant date; otherwise, they vest pro rata. For these awards, “retirement” is defined as a separation from service not for cause at any age with at least seven years of service as a member the SMC or at age 55 or older with at least five years of service at the Company. In all cases, if an NEO is eligible for retirement (or meets the alternative definition of retirement contained in an award agreement), in the event of an involuntary termination not-for-cause, his or her unvested Options will be treated in the same manner as applicable upon his or her retirement. Accordingly, per the terms of his award agreements, upon his involuntary not-for-cause termination, Mr. Freitag’s outstanding Option awards granted prior to 2022 vested pro rata and his Option award granted in 2022 vested in full. |

  252. Potential Payments Table

    | – | RSUs – Unvested RSUs will vest upon the NEO’s death or disability. Unvested RSUs will also vest in connection with a change of control of the Company if (a) the executive’s employment is terminated by the Company for any reason other than “cause” or (b) the executive terminates his or her employment for “good reason.” With respect to RSUs granted to our NEOs prior to 2022, if an NEO retires, the annual RSU grants under the LTI will vest pro rata for the time the executive was employed during the vesting period. For executive officers who joined the SMC on or after May 26, 2022, which includes Messrs. Grove, Neczypor, Reid and Woodroffe, RSUs awarded on or after that date will vest on a pro rata basis if the executive officer retires, with “retirement” defined as a termination of service other than for cause at age 55 or older with at least five years of service. Beginning with the 2022 grants, the award agreements for LTI plan RSUs granted to Ms. Cooper (and to Mr. Freitag, for 2022) provide for full vesting upon “retirement” if retirement occurs after the first anniversary of the grant date; otherwise, they vest pro rata. For these awards, “retirement” is defined as a separation from service not for cause at any age with at least seven years of service as a member the SMC or at age 55 or older with at least five years of service at the Company. In all cases, if an NEO is eligible for retirement (or meets the alternative definition of |

  253. Potential Payments Table

    | retirement contained in an award agreement), in the event of an involuntary termination not-for-cause, his or her unvested RSUs will be treated in the same manner as applicable upon his or her retirement. Accordingly, per the terms of his award agreements, upon his involuntary not-for-cause termination, Mr. Freitag’s 2021 LTI RSU award vested pro rata and his 2022 LTI RSU award vested in full. The terms of the supplemental RSU grant made to Mr. Freitag February 2022 provided for full vesting in the event of an involuntary termination not for cause. |

  254. Potential Payments Table

    | – | PSAs – Unvested PSAs will vest upon the NEO’s death or disability. Unvested PSAs will also vest in connection with a change of control of the Company if (a) the executive’s employment is terminated by the Company for any reason other than “cause” or (b) the executive terminates his or her employment for “good reason.” With respect to PSAs granted prior to 2022, if the executive retires, the PSAs will be prorated for the time the executive was employed during the performance period. For executive officers who joined the SMC on or after May 26, 2022, which includes Messrs. Grove, Neczypor, Reid and Woodroffe, “retirement” means the executive’s termination of service, other than for cause, at age 55 or older with at least five years of service. Beginning with the 2022 grants, the award agreements for the PSAs granted to Ms. Cooper (and to Mr. Freitag, for 2022) provide for full vesting upon retirement if retirement occurs after the first anniversary of the grant date; otherwise, they will vest pro rata. For these awards, “retirement” is defined as a separation from service not for cause at any age with at least seven years of service as a member the SMC or at age 55 or older with at least five years of service at the Company. In all cases, if an NEO is eligible for retirement (or otherwise meets the alternative definition of retirement in an award agreement), in the event of an involuntary termination not-for-cause, his or her PSAs will be treated in the same manner as applicable upon his or her retirement. Accordingly, per the terms of his award agreements, upon his involuntary not-for-cause termination, Mr. Freitag’s 2021 PSA was prorated and his 2022 PSA award was not. Under all termination events (including Mr. Freitag’s) except our change of control, the PSAs are paid out only at the end of the actual performance cycle in accordance with the results certified by the Compensation Committee. The effect of our change of control is discussed in detail above. PSA amounts in the following table are calculated based on actual results for the 2021-2023 performance cycle and based on payouts at target for the 2022-2024 and 2023-2025 performance cycles. |

  255. Potential Payments Table

    | ◾ | The table excludes benefits — such as accrued vacation pay, distributions from the Employees’ 401(k) Plan, disability benefits, and life insurance benefits equal to one times salary — that all employees are eligible to receive on the same basis. |

  256. Potential Payments Table

    Amounts in the table are estimates based on a hypothetical termination on December 31, 2023, with the exception of the amounts set forth for Mr. Freitag, which represent the benefits and payments to which he became entitled upon his involuntary not-for-cause termination effective March 31, 2023.

  257. Potential Payments Table

    | Potential Payments | | | | | | | | | Trigger events | | | | | | | Benefits and payments | Early retirement(1) / Voluntary termination ($) | Involuntary not-for-cause termination(2) ($) | For-cause termination ($) | Involuntary termination after change- of-control ($) | Disability ($) | Death ($) | | Ellen G. Cooper | | | | | | | | Compensation: | | | | | | | | Annual Incentive Compensation | 3,845,009 | 3,845,009 | — | 3,845,009 | 3,845,009 | 3,845,009 | | Options(3) | — | — | — | — | — | — | | RSUs | 1,332,857 | 1,332,857 | — | 2,242,421 | 2,242,421 | 2,242,421 | | PSAs | 2,959,337 | 2,959,337 | — | 2,959,337 | 5,464,877 | 5,464,877 | | Benefits & perquisites: | | | | | | | | DC SERP(4) | 83,616 | 204,636 | — | 1,803,581 | 83,616 | 204,636 | | Miscellaneous payments(5) | — | | — | 210,550 | — | — | | Cash severance | — | | — | 11,983,920 | — | — | | Total | 8,220,819 | 8,341,839 | — | 23,044,818 | 11,635,923 | 11,756,943 | | Christopher Neczypor | | | | | | | | Compensation: | | | | | | | | Annual Incentive Compensation | — | 1,613,615 | — | 1,613,615 | 1,613,615 | 1,613,615 | | Options(3) | — | — | — | 3,117 | 3,117 | 3,117 | | RSUs | — | — | — | 847,964 | 847,964 | 847,964 | | PSAs | — | — | — | 459,542 | 1,175,326 | 1,175,326 | | Benefits & perquisites: | | | | | | | | DC SERP(4) | — | 44,289 | — | 730,717 | 44,289 | 116,151 | | Miscellaneous payments(5) | — | 32,760 | — | 186,988 | — | — | | Cash severance | — | 3,137,250 | — | 4,183,000 | — | — | | Total | — | 4,827,914 | — | 8,024,942 | 3,684,310 | 3,756,172 | | Matthew Grove | | | | | | | | Compensation: | | | | | | | | Annual Incentive Compensation | — | 1,914,120 | — | 1,914,120 | 1,914,120 | 1,914,120 | | Options(3) | — | — | — | — | — | — | | RSUs | — | 1,044,494 | — | 2,132,976 | 2,132,976 | 2,132,976 | | PSAs | — | — | — | 855,030 | 1,814,110 | 1,814,110 | | Benefits & perquisites: | | | | | | | | DC SERP(4) | — | 88,338 | — | 802,475 | 88,338 | 215,261 | | Miscellaneous payments(5) | — | 32,760 | — | 210,480 | — | — | | Cash severance | — | 3,900,000 | — | 5,200,000 | — | — | | Total | — | 6,979,712 | — | 11,115,081 | 5,949,544 | 6,076,467 |

  258. Potential Payments Table

    | Potential Payments (cont’d.) | | | | | | | | | Trigger events | | | | | | | Benefits and payments | Early retirement(1) / Voluntary termination ($) | Involuntary not-for-cause termination(2) ($) | For-cause termination ($) | Involuntary termination after change- of- control ($) | Disability ($) | Death ($) | | James Reid | | | | | | | | Compensation: | | | | | | | | Annual Incentive Compensation | — | 1,602,736 | — | 1,602,736 | 1,602,736 | 1,602,736 | | Options(3) | — | — | — | — | — | — | | RSUs | — | 451,990 | — | 1,323,715 | 1,323,715 | 1,323,715 | | PSAs | — | — | — | 684,795 | 1,452,874 | 1,452,874 | | Benefits & perquisites: | | | | | | | | DC SERP(4) | — | 68,008 | — | 640,608 | 68,008 | 169,518 | | Miscellaneous payments(5) | — | 32,760 | — | 187,080 | — | — | | Cash severance | — | 3,116,100 | — | 4,154,800 | — | — | | Total | — | 5,271,594 | — | 8,593,733 | 4,447,332 | 4,548,842 | | Sean N. Woodroffe | | | | | | | | Compensation: | | | | | | | | Annual Incentive Compensation | — | 1,733,465 | — | 1,733,465 | 1,733,465 | 1,733,465 | | Options(3) | — | — | — | 283,199 | 283,199 | 283,199 | | RSUs | — | 6,252,887 | — | 6,888,381 | 6,888,381 | 6,888,381 | | PSAs | — | — | — | 349,507 | 1,059,112 | 1,059,112 | | Benefits & perquisites: | | | | | | | | DC SERP(4) | — | 7,108 | — | 625,440 | 7,108 | 32,493 | | Miscellaneous payments(5) | — | 32,760 | — | 173,488 | — | — | | Cash severance | — | 3,127,500 | — | 4,170,000 | — | — | | Total | — | 11,153,720 | — | 14,223,479 | 9,971,265 | 9,996,650 | | Randal J. Freitag | | | | | | | | Compensation: | | | | | | | | Annual Incentive Compensation | | 403,236 | | | | | | Options(3) | | — | | | | | | RSUs(6) | | 2,428,149 | | | | | | PSAs(7) | | 550,835 | | | | | | Benefits & perquisites: | | | | | | | | DC SERP(4) | | 67,617 | | | | | | Miscellaneous payments(5) | | 14,040 | | | | | | Cash severance | | 3,135,950 | | | | | | Total | | 6,599,827 | | | | |

  259. Potential Payments Table

    | (1) For Ms. Cooper, based on her age and years of service, this column reflects benefits and payments based on retirement under our plans and relevant award agreements. For Messrs. Grove, Neczypor, Reid and Woodroffe, this column reflects benefits and payments based on voluntary termination. |

  260. Potential Payments Table

    | (2) Because of her age and years of service, if Ms. Cooper were to be involuntarily terminated other than for cause, she would be entitled to many of the same benefits as if she had retired, pursuant to the terms of our plans and relevant award agreements. As a result, this column shows benefits based on retirement for Ms. Cooper. For Mr. Freitag, this column reflects the actual benefits and payments to which he became entitled upon his involuntary not-for-cause termination effective March 31, 2023. |

  261. Potential Payments Table

    | (3) For all NEOs other than Mr. Freitag, the value of accelerated options is calculated as the aggregate spread between the exercise price of the options and the closing price of our common stock on December 29, 2023, which was $26.97. With the exception of the options granted to Mr. Woodroffe in May 2023 and to Mr. Neczypor in August 2023, the exercise price for the options that would have become exercisable upon a termination event as of December 31, 2023 is greater than $26.97, and therefore the value reflected for such accelerated options is zero for all applicable scenarios. In the case of Mr. Freitag, the value of accelerated options is calculated as the aggregate spread between the exercise price of the options and the closing price of our common stock on March 31, 2023, which was $22.47. Because the exercise price for all of Mr. Freitag’s options that became exercisable upon his termination effective March 31, 2023 is greater than $22.47, the value reflected for his accelerated options is zero. |

  262. Potential Payments Table

    | (4) For Ms. Cooper, the values for the DC SERP do not reflect the year-end balances shown in the “Nonqualified Deferred Compensation” table, as she is fully vested in this amount, which would be payable under each scenario. For Messrs. Grove, Neczypor, Reid and Woodroffe, the values for the DC SERP reflect only the unvested balances that would be payable under certain termination scenarios. For each NEO, the excess core contribution that would be credited to the DC SERP in 2024 for the 2023 plan year would still be payable under each scenario except for-cause termination. In addition, for each NEO, the special executive credit that would be credited to the DC SERP in 2024 for the 2023 plan year would still be payable in the event of death or involuntary termination other than for cause. Upon involuntary termination after change of control, Ms. Cooper would receive an additional three years, and each other NEO would receive an additional two years, of employer contributions under the DC SERP provisions based on their rate of pay and target bonus percentage in effect at the date of termination. Mr. Freitag’s amount reflects the excess core contribution and special executive credit that were credited to the DC SERP in 2024 for the 2023 plan year, both of which are still payable under the terms of the DC SERP in the event of involuntary termination other than for cause. |

  263. Potential Payments Table

    | (5) Amounts shown under Involuntary Not-for-Cause Termination reflect a one-time lump-sum cash stipend payable pursuant to the terms of the Officers’ Severance Plan. Amounts shown under Involuntary Termination after Change-of-Control reflect amounts for outplacement, tax preparation and financial planning services, and COBRA reimbursement for health and dental benefits for 18 months, pursuant to the LNC COC Plan. For Mr. Freitag, reflects the one-time lump-sum cash stipend paid to Mr. Freitag six months after his termination date pursuant to the terms of the Officers’ Severance Plan in effect as of March 31, 2023. |

  264. Potential Payments Table

    | (6) Because of his age and years of service, upon Mr. Freitag’s involuntary termination not-for-cause, per the terms of his award agreements, Mr. Freitag’s 2021 LTI RSU award vested pro rata and his 2022 LTI RSU award vested in full. The terms of the supplemental RSU grant made to Mr. Freitag in February 2022 provided for full vesting in the event of an involuntary termination not for cause. The shares delivered were subject to a six-month holding period. The amount presented reflects the value as of the March 31, 2023 vest date. |

  265. Potential Payments Table

    | (7) Pursuant to the applicable provisions of his award agreements, Mr. Freitag remained entitled to a pro rata portion of his 2021 PSA grant and all of his 2022 PSA grant, with the actual payout of shares subject to the achievement and certification by the Compensation Committee of the applicable performance goals after the end of the respective performance cycles. The amount presented for the PSAs is calculated based on actual results for the 2021-2023 performance cycle and payout at target for the 2022-2024 performance cycle using the closing stock price as of March 31, 2023. |

  266. Potential Payments Table

    CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, require companies to disclose certain information about the annual total compensation of our employees and the annual total compensation of our CEO, Ms. Ellen Cooper.

  267. Calculation of the Pay Ratio

    Calculation of the Pay Ratio Once we identified our median employee, we combined all the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $94,479. With respect to the total annual compensation of our CEO, we used the amount reported in the “Total” column of the “Summary Compensation Table” presented in this proxy statement.

  268. Pay Ratio

    Pay Ratio For 2023, our last completed fiscal year:

  269. Pay Ratio

    | ◾ | The median of the annual total compensation of all employees of our company (other than our CEO) was $94,479; and |

  270. Pay Ratio

    | ◾ | The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $13,437,920. |

  271. Pay Ratio

    Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 142 to 1. The above pay ratio and annual total compensation amount are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. We note that the ratio and total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee and determine that employee’s total compensation, the composition and location of the workforce, and other factors may vary significantly among companies. Set forth below is the information required by Item 402(v) of Regulation S-K, which requires the Company to disclose certain information about the relationship between executive “compensation actually paid” by the Company and its financial performance. The term “compensation actually paid,” or “CAP,” is as defined by Item 402(v) and calculated as explained further below. CAP does not necessarily reflect the compensation actually received by or transferred to any of our NEOs for any of the years presented. Pay Versus Performance Table

  272. Pay Ratio

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Comp- ensation Table Total for PEO ($) (Cooper) 1 | Summary Comp- ensation Table Total for PEO ($) (Glass )1 | Comp- ensation Actually Paid to PEO ($) (Cooper) 3,4 | Comp- ensation Actually Paid to PEO ($) (Glass) 3,4 | Average Summary Comp- ensation Table Total for Non-PEO Named Executive Officers ($) 2 | Average Comp- ensation Actually Paid to Non- PEO Named Executive Officers ($) 3,4 | Total Share- holder Return ($) 5 | Peer Group Total Share- holder Return ($) 5 | Net Income (loss) ($ in millions) 6 | Income from Operations per Share ($) 7 | | 2023 | 13,437,920 | — | 10,633,177 | — | 5,883,097 | 5,434,156 | 54.37 | 142.87 | (752) | 6.61 | | 2022 | 9,098,310 | 6,454,525 | 2,252,925 | (14,976,227) | 7,040,128 | 2,632,485 | 57.59 | 136.53 | 1,358 | 8.62 | | 2021 | — | 16,760,924 | — | 25,991,415 | 4,988,003 | 6,949,015 | 123.93 | 123.73 | 3,778 | 12.10 | | 2020 | — | 14,300,822 | — | 9,673,599 | 3,892,316 | 3,097,418 | 88.88 | 90.52 | 499 | 4.45 |

  273. Pay Ratio

    | 1 | Mr. Glass served as our Chief Executive Officer, or Principal Executive Officer (“PEO”), in 2020, 2021 and until May 27, 2022. Ms. Cooper became our PEO on May 27, 2022. Ms. Cooper was a non-PEO NEO in 2020 and 2021. |

  274. Pay Ratio

    | 2 | For 2023, our non-PEO NEOs included Messrs. Neczypor, Grove, Reid and Woodroffe and our former CFO Mr. Freitag. For 2022, our non-PEO NEOs included Messrs. Freitag, Grove, Reid and Kenneth S. Solon, Executive Vice President and Chief Information Officer. For 2021, our non-PEO NEOs included Messrs. Freitag and Solon, Ms. Cooper and former executive officer Jamie Ohl. For 2020, our non-PEO NEOs included Mr. Freitag, Ms. Cooper and former executive officers Lisa Buckingham and Wilford Fuller. |

  275. Pay Ratio

    | 3 | Set forth below are adjustments to the total compensation amounts presented in the “Summary Compensation Table,” or “SCT,” for our fiscal years 2020 through 2023 as prescribed by Item 402(v) of Regulation S-K to arrive at CAP. There were no equity awards for either PEO or any of the non-PEO NEOs that were granted in prior fiscal years that failed to meet the applicable vesting conditions during any fiscal year presented, except for the PSA awards granted in 2020 that failed to vest in 2023, but such awards had no value as of December 31, 2022 so there is no change in fair value to report for these awards for 2023. In addition, there are no service costs or prior service costs attributable to services rendered with respect to the defined pension plan for which amounts are reported in the SCT, as the plan is frozen. Finally, no adjustments were made for dividends paid on equity awards, as dividends on RSUs and PSAs are reinvested and result in an increase in the number of shares underlying the award. Some totals may not reconcile due to rounding. |

  276. Pay Ratio

    | Year | Executive(s) | SCT Total ($) | Subtract Grant Date Fair Value Reported in SCT for Equity Awards Granted in Fiscal Year ($) | Add Fair Value at Fiscal Year End of Unvested Equity Awards Granted in Fiscal Year ($) | Add Change in Fair Value as of Fiscal Year End of Unvested Equity Awards Granted in Prior Fiscal Years ($) | Add Fair Value at Vesting of Equity Awards Granted in Fiscal Year that Vested During Fiscal Year ($) | Add Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested During Fiscal Year ($) | Subtract Change in Pension Value and Non- Qualified Deferred Comp Earnings Reported in SCT ($) | CAP ($) | | 2023 | PEO | 13,437,920 | (8,045,125) | 5,861,148 | (690,038) | — | 69,272 | — | 10,633,177 | | | Non-PEO NEOs | 5,883,097 | (2,698,808) | 2,775,956 | (353,450) | — | (209,920) | (4,702) | 5,434,156 | | 2022 | PEO (Cooper) | 9,098,310 | (6,411,818) | 1,473,981 | (2,068,557) | — | 161,010 | — | 2,252,925 | | | PEO (Glass) | 6,454,525 | (4,259,814) | 704,085 | (9,721,204) | 1,323,456 | (9,477,274) | — | (14,976,227) | | | Non-PEO NEOs | 7,040,128 | (5,257,992) | 2,383,336 | (1,602,957) | — | 69,971 | — | 2,632,485 | | 2021 | PEO (Glass) | 16,760,924 | (9,926,350) | 13,630,189 | 6,320,299 | — | (593,240) | (200,407) | 25,991,415 | | | Non-PEO NEOs | 4,988,003 | (2,262,170) | 3,038,528 | 1,339,007 | — | (150,689) | (3,664) | 6,949,015 | | 2020 | PEO (Glass) | 14,300,822 | (9,749,776) | 8,875,987 | (3,477,986) | — | (20,972) | (254,476) | 9,673,599 | | | Non-PEO NEOs | 3,892,316 | (1,989,285) | 1,810,946 | (601,870) | — | (2,546) | (12,143) | 3,097,418 |

  277. Pay Ratio

    | 4 | Fair values were calculated in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. For awards that are subject to performance conditions, we calculated the change in fair value as of the end of the covered fiscal year based upon the probable outcome of such conditions as of the last day of the fiscal year. |

  278. Pay Ratio

    | 5 | Represents, as applicable, the Company’s or the peer group’s cumulative total shareholder return (“TSR”) based on a hypothetical investment of $100 on December 31, 2019, with dividends reinvested through the last trading day of 2020, 2021, 2022 and 2023, respectively. The peer group used is the S&P Life & Health Insurance Index, which is the same index we use for purposes of Item 201(e)(1)(ii) of Regulation S-K. |

  279. Pay Ratio

    | 6 | The net income amounts for 2022 and 2023 have been recast to reflect the adoption of LDTI. |

  280. Pay Ratio

    | 7 | Income from Operations per Share is a financial performance measure used in our AIP. The amounts set forth in this column represent the Income from Operations per Share for 2020, 2021, 2022 and 2023, in each instance as calculated for that year in accordance with the terms of the AIP and as certified by the Compensation Committee. Income from Operations is defined as net income in accordance with U.S. GAAP but excluding the after-tax effects of certain items. The terms of the AIP also provide for certain defined exclusions in calculating Income from Operations for purposes of the plan. For the definitions of Income from Operations per Share for the 2020, 2021, 2022 and 2023 AIPs, see Exhibit 1 beginning on page E-1. For more information about Income from Operations per Share and its impact on payouts under the 2023 AIP, see the CD&A. |

  281. Pay Ratio

    Relationships Between CAP and Measures Presented in Pay Versus Performance Table

  282. Total Potential Dilution

    | Total Potential Dilution (or Overhang) | = | (remaining shares available) + (shares underlying outstanding equity awards) + (additional shares authorized) | | | | Total number of issued and outstanding shares of common stock (excluding treasury shares) |