Form 4: Lincoln National Director Acquires Phantom Stock Units as Part of Compensation

Lincoln National Corp Director James T. Morris acquired 1,300.58 phantom stock units on June 30, 2025, as part of his deferred compensation plan.

Summary

• James T. Morris, a Director of Lincoln National Corp (LNC), acquired 1,300.58 phantom stock units.
• The acquisition occurred on June 30, 2025.
• Each phantom stock unit is equivalent to one share of LNC Common Stock.
• The units were acquired at a price of $34.6 per unit.
• This acquisition represents a quarterly payment of board retainer and fees under the Deferred Compensation Plan for Non-Employee Directors.
• The units are payable solely in shares of the Company's common stock upon resignation or retirement.
• The reporting person's total beneficial ownership of phantom stock units after this transaction is 1,710.05 units.
• This total includes 5.68 shares acquired through dividend reinvestment since the last report.

Sentiment

Score: 7

Explanation: The filing indicates a routine compensation transaction for a director, involving the acquisition of phantom stock units, which aligns the director's interests with shareholders. This is generally viewed positively as it ties director compensation to company performance, but it is a standard, expected event rather than a significant new development.

Positives

• Director James T. Morris increased his beneficial ownership of phantom stock units by 1,300.58 units, demonstrating continued alignment with shareholder interests.
• The deferred compensation plan allows for payment in company stock, reinforcing long-term commitment from the director.

Negatives

• No specific negative aspects are indicated in this routine compensation filing.

Risks

• No specific risks are detailed in this Form 4 filing, which primarily reports insider transactions.

Future Outlook

This Form 4 filing is a historical report of an insider transaction and does not contain forward-looking statements or guidance.

Management Comments

• Each Phantom Stock Unit is the equivalent of one share of LNC Common Stock.
• Quarterly payment of board retainer and fees in shares of phantom stock accrued under the Deferred Compensation Plan for Non-Employee Directors (the 'Plan'), which are payable solely in shares of the Company's common stock at resignation or retirement.
• The reporting person may transfer his/her Phantom Stock account into an alternative investment account at any time.

Industry Context

This transaction reflects a common practice in corporate governance where non-employee directors receive a portion of their compensation in equity or equity-linked instruments, aligning their interests with long-term shareholder value. Such deferred compensation plans are prevalent across various industries, including financial services.

Comparison to Industry Standards

• This Form 4 filing details a standard compensation practice for non-employee directors, where equity-based compensation is used to align interests with shareholders.
• While specific comparable companies or projects are not detailed in this filing, the use of phantom stock units as part of a deferred compensation plan is a widely accepted and common practice among publicly traded companies, particularly in the financial services sector, to incentivize long-term commitment and performance.

Related Party Transactions

• Acquisition of 1,300.58 phantom stock units by Director James T. Morris as quarterly payment for board retainer and fees under the Deferred Compensation Plan for Non-Employee Directors.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to equity-based compensation.
• Employees, Customers, Suppliers, Creditors: No direct impact indicated by this specific filing.

Next Steps

• The phantom stock units are payable solely in shares of the Company's common stock at the reporting person's resignation or retirement.

Key Dates

Keywords

LNC, Lincoln National Corp, James T. Morris, Form 4, insider transaction, phantom stock, deferred compensation, director compensation, beneficial ownership