Form 4: Lincoln National Director Eric Johnson Acquires Phantom Stock as Board Compensation

Lincoln National Corporation's Director, Eric G. Johnson, acquired 1,300.58 phantom stock units as part of his quarterly board compensation, increasing his total beneficial ownership to 89,892.22 units.

Summary

• Eric G. Johnson, a Director of Lincoln National Corp (LNC), acquired 1,300.58 phantom stock units on June 30, 2025.
• These units were acquired at a price of $34.6 per unit.
• The acquisition represents quarterly payment of board retainer and fees under the Deferred Compensation Plan for Non-Employee Directors.
• Each phantom stock unit is equivalent to one share of LNC Common Stock and is payable solely in shares of the Company's common stock upon resignation or retirement.
• Following this transaction, Eric G. Johnson's beneficial ownership of phantom stock units increased to 89,892.22 units.
• This total includes 1,229.68 shares acquired through dividend reinvestment since the last report.

Sentiment

Score: 6

Explanation: The document reports a routine compensation transaction for a director, which is a neutral event. The acquisition of phantom stock aligns the director's interests with shareholders, which is mildly positive, but there's no new financial or operational news to significantly shift sentiment.

Positives

• Director Eric G. Johnson's increased beneficial ownership aligns his interests with shareholders.
• The use of phantom stock units for compensation is a common practice that defers compensation and ties it to company performance.

Negatives

• No specific negative financial or operational information is present in this Form 4 filing.

Risks

• No specific risks are detailed in this Form 4 filing, which primarily reports a compensation transaction.

Future Outlook

The phantom stock units are payable solely in shares of the Company's common stock at the reporting person's resignation or retirement, indicating a long-term alignment of interests.

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 standard practice in corporate governance where non-employee directors receive equity-based compensation, such as phantom stock, to align their interests with long-term shareholder value. This is common across the financial services and insurance industries, where companies like Lincoln National Corp operate.

Comparison to Industry Standards

• The use of phantom stock units for non-employee director compensation is a widely accepted practice in the financial services industry, similar to compensation structures at peers like Prudential Financial (PRU) or MetLife (MET), which often include equity-based awards to foster long-term alignment.
• The specific value of the compensation (1,300.58 units at $34.6) is consistent with typical board retainer and fee structures for directors at large-cap financial institutions, though exact comparisons would require detailed proxy statement analysis of specific peer companies.

Corporate Governance

Related Party Transactions

• Acquisition of 1,300.58 phantom stock units by Director Eric G. Johnson as quarterly board compensation, which is a transaction between the company and a related party (director).

Stakeholder Impact

• Shareholders: The transaction aligns the director's interests with shareholders through equity-based compensation. The issuance of phantom stock units, which convert to common stock, could lead to minor future dilution, but this is a standard compensation mechanism.
• Director (Eric G. Johnson): Receives compensation for board service in a form that ties his financial interest directly to the company's stock performance.

Next Steps

• Continued accrual of phantom stock units as part of ongoing board compensation.
• Potential future conversion of phantom stock units into common stock upon the director's resignation or retirement.

Key Dates

Recommendation

Keywords

Lincoln National Corp, LNC, Form 4, Insider Transaction, Phantom Stock, Director Compensation, Beneficial Ownership, Deferred Compensation Plan, Equity Compensation