Deirdre Connelly
LINCOLN NATIONALAbout Deirdre P. Connelly
Deirdre P. Connelly, age 64, is an independent director of Lincoln National Corporation (LNC) serving since 2016. She is Chair of the Compensation Committee and a member of the Audit, Corporate Governance, and Executive Committees; her background includes serving as President, North American Pharmaceuticals at GlaxoSmithKline (2009–2015) and President, U.S. Operations at Eli Lilly (2005–2009). Her core credentials span business operations/strategic planning, finance and capital management, human capital management, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline | President, North American Pharmaceuticals | 2009–2015 | Senior leadership of global pharma operations |
| Eli Lilly and Company | President, U.S. Operations | 2005–2009 | Led U.S. business operations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Macy’s, Inc. | Director | 2008–present | Public company board service |
| Genmab A/S | Director | 2017–present | Public company board service |
| Sarepta Therapeutics, Inc. | Director | 2024–present | Public company board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Connelly is independent; all Audit, Compensation, Corporate Governance, and Finance Committee members are independent . |
| Committee Assignments (Role) | Compensation (Chair), Audit (Member), Corporate Governance (Member), Executive (Member) . |
| 2024 Committee Meetings Held | Audit: 8; Compensation: 4; Corporate Governance: 4; Executive: 2; Finance: 4; Corporate Action: 0 . |
| Attendance | In 2024, the Board met 6 times; each incumbent director attended at least 75% of aggregated Board and committee meetings. All directors attended the 2024 Annual Meeting except Mr. Mee (health reasons) . |
| Lead Independent Director structure | Board maintains robust Lead Independent Director role; independent directors meet in executive session regularly . |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 141,495 | 180,000 | — | 321,495 |
| Program Element | Amount/Policy |
|---|---|
| Standard Board Fee Structure (effective Jan 1, 2024) | Annual cash retainer: $110,000; Deferred LNC Stock Units: $180,000; Compensation Committee Chair fee: $25,000; Audit Committee member fee: $10,000 . |
| Meeting Fees | No additional fees for regular meetings in 2024; Corporate Governance Committee could recommend extra $1,100 per additional meeting (none paid) . |
| Director Benefits | Financial planning reimbursement (up to $10,000 annually; not utilized by Connelly per table), optional participation in certain health/welfare plans, charitable matching up to $15,000 . |
Performance Compensation
Directors do not receive performance-based AIP/LTI awards; compensation is a mix of cash retainer and Deferred LNC Stock Units, aligning pay with shareholder outcomes via stock price performance, not operating metrics .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Committee Interlocks | 2024 Compensation Committee members (including Connelly) had no relationships requiring disclosure under Related-Party Transactions and were not employees/officers of LNC or subsidiaries. No “cross-director/executive” interlocks with LNC executives at other boards were identified . |
Expertise & Qualifications
- Business operations and strategic planning; finance and capital management; human capital management; corporate governance .
- Senior executive experience at large, publicly traded global companies; HR insight managing large, diverse workforce .
Equity Ownership
| As of Date | Common Shares (Direct) | LNC Stock Units | Total Holdings | % of Class |
|---|---|---|---|---|
| Dec 31, 2024 (units only) | — | 38,707 | — | — |
| Mar 14, 2025 | 4,000 | 39,221 | 43,221 | Each amount <1% of class |
| Alignment Policies | Detail |
|---|---|
| Stock Ownership Guideline | Outside directors must hold 5x annual cash retainer ($550,000) within five years; as of Dec 31, 2024 all outside directors met the threshold (Mr. Morris exempt until March 2030) . |
| Pledging/Hedging | Prohibited for directors and executive officers under Insider Trading and Confidentiality Policy . |
| Options Held | None of the directors held options as of Dec 31, 2024 . |
Insider Trades (Form 4 – Phantom Stock Unit credits)
Note: These quarterly phantom stock unit awards reflect Deferred LNC Stock Units credited to non-employee directors, aligning compensation with stock performance and increasing post-transaction unit balances over time (Form 4 URLs above).
Governance Assessment
- Board effectiveness: Connelly brings deep operating and human capital expertise and chairs the Compensation Committee, which oversaw shareholder-supported pay program changes (2024 Say-on-Pay approval: 84%), including eliminating options from LTI, strengthening TSR hurdles, and maintaining clawback/double-trigger provisions—signals of disciplined pay-for-performance oversight .
- Independence and conflicts: She is independent; Compensation Committee interlocks and related-party reviews disclosed no relationships requiring disclosure for committee members; no pledging/hedging allowed—low conflict risk .
- Engagement: Board and committee activity levels were robust in 2024; directors met attendance requirements; the board maintains regular executive sessions and an empowered Lead Independent Director structure—supporting independent oversight .
- Ownership alignment: Connelly holds common shares and significant Deferred LNC Stock Units, meets stringent ownership guidelines, and receives equity-based director compensation—solid alignment with shareholders .
Red Flags
- None identified in proxy disclosures for related-party transactions, pledging/hedging, or committee interlocks. Time-commitment risk appears managed within LNC’s board service limits; she serves on three other public boards but within policy thresholds .