Christopher Neczypor
LINCOLN NATIONALAbout Christopher Neczypor
Christopher Neczypor is Executive Vice President and Chief Financial Officer of Lincoln National Corporation (appointed effective February 17, 2023; age 42 at appointment). He previously served as LNC’s Chief Strategy Officer (Nov 2021–Feb 2023) and Head of Investment Risk & Strategy (Apr 2018–Nov 2021), with earlier roles as an investor at Kingdon Capital and Emrys Partners, senior sell-side insurance analyst at Goldman Sachs, and auditor at PwC; he holds a B.S. in finance and accounting from Lehigh University . Under LNC’s 2024 performance framework he helped drive distributable earnings actions and capital strengthening (RBC ratio >430%) while one-year TSR improved to 24.8% in 2024 . Company-scale performance context: see table below for FY revenues, EBITDA, net income, and ROE.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln National Corporation | EVP & CFO | 2023–present | Oversees corporate finance, tax, actuarial, accounting, treasury, IR, M&A, corporate development; leads capital strategy and disclosure . |
| Lincoln National Corporation | EVP, Chief Strategy Officer | 2021–2023 | Shaped long-term enterprise strategy; built corporate development and M&A teams . |
| Lincoln National Corporation | SVP, Head of Investment Risk & Strategy | 2018–2021 | Led asset strategy, ALM support, structured credit and alternatives portfolio oversight . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kingdon Capital Management | Investor (insurance/alternatives) | 2014–2018 | Managed insurance-focused portfolio; deep sector expertise . |
| Emrys Partners | Investment roles | Not disclosed | Insurance-focused investing experience . |
| Goldman Sachs | Senior sell-side insurance analyst | Not disclosed | Coverage of life insurers; analytical foundation . |
| PwC | Auditor (insurance practice) | Not disclosed | CPA; audit/assurance for global insurance clients . |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Base Salary | $899,616 |
| Target AIP (annual bonus opportunity) | $1,500,000 |
| Actual AIP Paid (for 2024 performance; approved Q1’25) | $2,140,500 |
Performance Compensation
Annual Incentive Program (AIP) – CFO Metrics, Targets, Actuals, and Payouts (2024)
| Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Income from Operations per Share | 45% | $6.70 | $7.13 | 153.5% |
| Life Insurance – Sales | 3.5% | $492M | $492M | 100.0% |
| Annuities – Sales/Capital Usage | 5.5% | $13,000M / 100% | $13,395M / 95.3% | 115.2% |
| Group Protection – Sales/Capital Usage | 4.0% | $720M / 100% | $861M / 122.2% | 197.9% |
| Retirement Plan Services – Sales/Capital Usage | 2.0% | $13,283M / 100% | $14,738M / 105.5% | 154.8% |
| Actions to Improve Distributable Earnings | 15% | — | Certified achievement | 175.0% |
| Strategic Priorities | 10% | — | On plan | 100.0% |
| Enterprise Controllable Costs | 7.5% | 100% of budget | 95.5% | 109.7% |
| Finance Controllable Costs | 7.5% | 100% of budget | 99.4% | 111.3% |
| Total AIP Payout | — | — | — | 142.7% (Actual $2,140,500 vs. $1,500,000 target) |
Notes:
- AIP measures blend profitability, sales with capital usage modifiers, cost discipline, distributable earnings actions (e.g., wealth management sale generating ~$650M statutory capital benefit, Bermuda affiliate reinsurance execution), and strategic initiatives; DE Actions certified at 175% and Strategic Priorities at 100% .
- Capital usage acted as a modifier but was not applied to change 2024 sales outcomes; max sales/capital payout capped at 200% .
Long-Term Incentives (LTI) – Award Mix and Performance Framework
- 2024 LTI mix replaced options with RSUs; CFO awards: 50% PSAs, 50% RSUs .
- 2024–2026 PSAs metrics: Operating ROE (50%) and Relative TSR (50%); DEI modifier removed in Feb 2025, reducing max from 232% to 200% .
- 2022–2024 PSAs paid 0% (Operating ROE 10.8% and last among peers on Relative TSR) .
| 2024 Equity Grants (Grant Date: 2/21/2024) | RSU Grant Date Fair Value | PSA Grant Date Fair Value | PSA Max Value (Revised 200%) |
|---|---|---|---|
| Christopher Neczypor | $1,300,004 | $1,479,990 | $2,600,009 |
| 2024 PSA Share Targets | Threshold (#) | Target (#) | Maximum (#) |
|---|---|---|---|
| Christopher Neczypor | 6,023 | 48,184 | 96,368 (200%) |
Equity Ownership & Alignment
Beneficial Ownership and Near-Term Vesting
| Item | Value |
|---|---|
| Common shares beneficially owned (Mar 14, 2025) | 57,504 (<1% of class) |
| Options exercisable within 60 days (Mar 14, 2025) | 50,387 |
| LNC stock units (phantom) | 0 |
| Upcoming RSU Vesting Schedule (shares) | 2025 | 2026 | 2027 |
|---|---|---|---|
| Christopher Neczypor | 2,380 (2/16) + 2,446 (5/26) + 3,049 (12/5) | 17,581 (2/15) + 5,341 (8/9) | 50,280 (2/21) |
Outstanding Options (Selected)
| Grant | Status | Exercise Price | Expiration | Quantity |
|---|---|---|---|---|
| 2/16/2022 | 2,795 exercisable / 1,399 unexercisable | $73.51 | 2/16/2032 | 4,194 |
| 5/26/2022 | 2,970 exercisable / 1,486 unexercisable | $57.16 | 5/26/2032 | 4,456 |
| 12/5/2022 | 14,264 unexercisable | $37.74 | 12/5/2032 | 14,264 |
| 2/15/2023 | 9,991 exercisable / 19,982 unexercisable | $34.99 | 2/15/2033 | 29,973 |
| 8/9/2023 | 3,148 exercisable / 6,296 unexercisable | $26.64 | 8/9/2033 | 9,444 |
Ownership Guidelines, Hedging/Pledging
- Stock ownership guideline: 4x base salary for executive officers (CEO 7x) .
- Status: Neczypor is “making progress” toward his enhanced guideline; must hold 50% of net shares from equity vesting/exercise until met .
- Prohibitions: pledging and hedging of company stock are prohibited .
- Insider Trading/Confidentiality policy governs dispositions and disclosure .
Employment Terms
| Term/Plan | Key Provisions |
|---|---|
| Appointment | Named CFO effective Feb 17, 2023; eligible for LNC CoC Plan and Officers’ Severance Plan . |
| Cash Severance Policy | No agreements >2.99x salary+target bonus without shareholder ratification; applies to CoC and Officers’ Severance Plans (policy adopted Feb 15, 2023) . |
| Clawback | Section 10D/NYSE-compliant clawback (Nov 2023) applies to incentive-based comp (cash/equity) for restatements; equity awards also have forfeiture for cause/restrictive covenant breaches . |
| Change-of-Control (Double Trigger) | Equity vests upon CoC only if terminated not for cause within 2 years (or good reason); RSUs/Options vest in full; PSAs vest per terms, typically pro rata for NEOs other than CEO . |
| RSU/PSA Retirement Treatment | 2024 RSUs vest in full if separation other than for cause at age ≥55 with ≥5 years; pre-2024 RSUs/Options generally pro rata on retirement; PSAs pay at cycle end (except specified CoC or death/disability outcomes) . |
| Tax Gross-ups | No tax gross-ups upon change of control or otherwise for executive officers . |
Potential Payments (Hypothetical triggers as of Dec 31, 2024)
| Trigger | Cash Severance | RSUs | PSAs | Options | DC SERP | Misc. Payments | Total |
|---|---|---|---|---|---|---|---|
| Involuntary not-for-cause | $3,600,000 | — | — | — | $86,729 | $32,760 | $5,859,989 |
| Involuntary after CoC (double-trigger) | $4,800,000 | $2,570,952 | $2,402,381 | $31,921 | $917,768 | $196,942 | $13,060,464 |
| Disability | — | $2,570,952 | $2,805,796 | $31,921 | $86,729 | — | $7,635,898 |
| Death | — | $2,570,952 | $2,805,796 | $31,921 | $212,391 | — | $7,761,559 |
Deferred Compensation and Benefits
| Item | CFO Amount |
|---|---|
| Employee deferrals in 2024 (salary/incentive) | $53,977 (salary) / $96,817 (AIP) |
| Company contributions to DC SERP (2024) | $246,245 |
| Aggregate balance at Dec 31, 2024 | $816,870 |
| Perquisites | Limited; program-wide matching gifts, financial planning reimbursement for directors; executives’ perquisites are limited by policy . |
| Pension/SERP | No NEOs eligible for defined benefit plans; frozen legacy plans; executives use DC SERP . |
Performance & Track Record
- 2024 execution: Improved capital (RBC >430%), sale of wealth management business (~$650M statutory capital benefit), establishment of Bermuda affiliate reinsurer, and profitable growth across Group Protection (8.3% margin), Annuities, and Retirement Plan Services .
- One-year TSR: 24.8% for 2024; 2022–2024 PSA cycle paid 0% reflecting strict pay-for-performance discipline .
- CFO commentary (Q3’25): Transition to retaining fixed annuity flow expected to drive spread income over time, with near-term acquisition expense dynamics; further disclosure planned in 2026 outlook .
Compensation Structure Analysis
- Year-over-year: Shift away from options to RSUs in 2024 reduces binary risk and increases retention alignment; PSAs remain 50% of CFO’s LTI with ROE/Relative TSR focus .
- AIP emphasis: Increased weighting on Income from Operations per Share and Controllable Costs underscores focus on profitability and expense discipline; DE Actions explicitly tied to distributable earnings and RBC .
- Governance: No repricing of options without shareholder approval; clawback policy; no tax gross-ups; double-trigger equity vesting on CoC .
Equity Ownership & Alignment
- Ownership guideline: 4x base salary; Neczypor required to retain 50% of net shares from equity vests until compliance; pledging/hedging prohibited .
- Beneficial stake: 57,504 shares owned; 50,387 options exercisable within 60 days; stock units 0 .
- Vesting cadence: Significant RSU tranches vest in Feb/Aug 2026 and Feb 2027; 2024–2026 PSAs shown at maximum as of year-end tracking but will pay based on certified three-year results (0%–200%) .
Compensation Peer Group and Say-on-Pay
- Peer benchmarking: DIS Study-based diversified insurance peers across business lines for market calibration (e.g., Corebridge, Prudential, Voya, Equitable) .
- Say-on-Pay 2024: 84% approval; program changes incorporated shareholder feedback (Relative TSR target at 55th percentile with negative TSR cap; elimination of options) .
Company Performance Context (Investor framing)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $11,602,000,000* | $9,551,000,000* | $11,950,000,000* |
| EBITDA ($USD) | $2,185,000,000* | -$3,190,000,000* | $958,000,000* |
| Net Income ($USD) | $1,358,000,000* | -$752,000,000* | $3,275,000,000* |
| Return on Equity (%) | 10.50%* | -12.54%* | 43.20%* |
| Values retrieved from S&P Global.* |
Investment Implications
- Alignment: Strong pay-for-performance architecture with AIP focused on profitability and capital, and LTI metrics on ROE/Relative TSR; 2022–2024 PSAs at 0% signal discipline; ownership guideline requires ongoing retention of net shares, reducing near-term sell pressure .
- Retention risk: RSU vesting waves (Feb/Aug 2026; Feb 2027) represent concentration of realizable value; however, clawbacks, double-trigger CoC provisions, and 2.99x severance cap constrain windfalls and discourage opportunistic exits .
- Trading signals: Watch 10b5-1/blackout windows around upcoming RSU vest dates for potential liquidity events; PSAs for 2024–2026 currently tracking above target as of YE 2024 (shown at max for disclosure) but payouts hinge on three-year outcomes, tying realized compensation to forward execution and TSR vs peers .
- Execution focus: CFO’s commentary points to spread income growth from retained annuity flow with transitional expense dynamics; monitor disclosure evolution and annuity mix impacts on margins and capital in 2026 outlook .
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