Ellen Cooper
LINCOLN NATIONALAbout Ellen Cooper
Ellen G. Cooper, age 60, has served as LNC’s Chairman since May 2023 and President & CEO since May 2022; she joined LNC in 2012 as EVP & Chief Investment Officer and later led Enterprise Risk and Annuity Solutions . Under her tenure, LNC improved its risk-based capital (RBC) to over 430% and achieved a 24.8% one-year total shareholder return in 2024, while divesting wealth management to add approximately $650M in statutory capital benefit . Long-term PSAs for the 2022–2024 cycle paid 0% (Operating ROE 10.8% vs threshold 13.79% and last in peer TSR at -42.53%), underscoring tightened pay-for-performance alignment going forward .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln National Corporation | Chairman, President & CEO | 2023–present (Chair), 2022–present (CEO/President) | Combined Chair/CEO leadership with Lead Independent Director oversight; execution on capital rebuild, operating model optimization, and profitable growth |
| Lincoln National Corporation | EVP & Chief Investment Officer | 2012–2021 | Led investments; positioned capital and risk programs pre-CEO transition |
| Lincoln National Corporation | Head of Enterprise Risk; led Annuity Solutions Group | 2019–2022; 2021–2022 | Centralized enterprise risk; advanced annuity strategy toward spread-based mix |
| Lincoln Variable Insurance Products Trust | Chair of the Board | 2015–2021 | Oversight of sponsored mutual funds for variable life/annuity products |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Council of Life Insurers (ACLI) | Co-chair, Steering Committee on Prudential Issues; Member of Executive Committee & Board | Current | Industry capital/prudential standards influence and advocacy |
| Alliance for Lifetime Income | Board Member | Current | Retirement income education and product advocacy |
| Public company boards | None | — | No external public board conflicts |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,056,783 | 1,144,231 | 1,197,885 |
| Target Bonus ($) | 2,320,313 (AIP target, pro-rata transition) | — | 3,300,000 (AIP target) |
| Actual AIP Payout ($) | 1,276,172 | 3,845,009 | 4,705,800 |
| Perquisites ($) | 353,536 | 403,555 | 576,882 (incl. personal security $23,050; aircraft personal use $18,471; charitable matching $10,000; executive physicals) |
Notes:
- Board advises CEO to use corporate aircraft for business and personal travel since 2005; personal use reported at incremental cost .
- CEO receives no director fees .
Performance Compensation
2024 Annual Incentive Program (AIP) – CEO
| Metric | Weight | Target | Actual | Payout (% of target) | Vesting |
|---|---|---|---|---|---|
| Income from Operations per Share | 45% | $6.70 | $7.13 | 153.5% | Annual cash |
| Life Insurance Sales & Capital Usage | 3.5% | Sales $492M; Capital 100% | Sales $492M; Capital 93.7% | 100.0% | Annual cash |
| Annuities Sales & Capital Usage | 5.5% | Sales $13,000M; Capital 100% | Sales $13,395M; Capital 95.3% | 115.2% | Annual cash |
| Group Protection Sales & Capital Usage | 4.0% | Sales $720M; Capital 100% | Sales $861M; Capital 122.2% | 197.9% | Annual cash |
| Retirement Plan Services Sales & Capital Usage | 2.0% | Sales $13,283M; Capital 100% | Sales $14,738M; Capital 105.5% | 154.8% | Annual cash |
| Enterprise Controllable Costs | 15% | 100% | 95.5% | 109.7% | Annual cash |
| Actions to Improve Distributable Earnings | 15% | Qualitative plan | Achieved (sale of wealth mgmt ~$650M capital; Bermuda affiliate reinsurance; leverage reduction, workforce actions) | 175.0% | Annual cash |
| Strategic Priorities | 10% | Qualitative plan | Achieved (brand relaunch; Life transformation; Workplace ops efficiency; finance/product governance; HCM process) | 100.0% | Annual cash |
Total CEO AIP payout percentage: 142.6%; Actual AIP payout: $4,705,800 .
Long-Term Incentives (LTI)
- 2024 LTI mix: 60% PSAs; 40% RSUs; options discontinued in 2024 .
- PSA metrics (2024–2026 cycle): 50% Operating ROE (threshold 9.86%, target 11.60%, max 13.34); 50% Relative TSR (threshold 25th percentile, target 55th, max 80th; capped at 100% if absolute TSR is negative) . Max payout 200% after removal of DEI modifier in Feb 2025 .
| Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Vesting |
|---|---|---|---|---|---|
| PSAs (2024–2026) | 2/21/2024 | 24,185 (revised) | 193,477 | 386,954 (revised) | At end of cycle; payout 0%–200% per metrics |
| RSUs (2024 grant) | 2/21/2024 | — | 128,985 | — | 3-year cliff (vests 2/21/2027) |
Historical PSA outcome:
- 2022–2024 PSAs paid 0% (Operating ROE 10.8%; Relative TSR last among peers with -42.53%) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (common shares) | 494,299 shares (as of Mar 14, 2025) |
| Ownership as % of shares outstanding | ~0.29% (494,299 / 170,403,822 shares outstanding on Feb 13, 2025) |
| Options exercisable within 60 days | 351,345 shares (as of Mar 14, 2025) |
| Notable option strikes | $73.51 and $57.16 (underwater at $39.09 on 2/14/2025) |
| Unvested RSUs (schedule) | 13,744 (2/16/2025); 8,660 (5/26/2025); 49,271 (2/15/2026); 134,596 (2/21/2027) |
| Outstanding PSAs (indicative) | 2023–2025 shown at target (~147,814 shares); 2024–2026 shown at maximum in table for disclosure; actual payout depends on cycle results |
| Ownership guidelines | CEO required to hold 7× base salary; executives prohibited from pledging/hedging; Ms. Cooper exceeds guideline as of Dec 31, 2024 |
| 10b5-1 and preclearance | Robust policy with cooling-off periods (≥90 days for Section 16 officers/directors), window periods, and transaction preclearance |
Implication: Near-term “selling pressure” risk is modest given underwater option strikes and RSU cliff vesting cadence; policy restrictions further reduce opportunistic sales .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment agreement | None; LNC does not use NEO employment agreements |
| Change-of-control (CoC) cash severance | 2.99× base salary + 2.99× target bonus; no tax gross-ups; payments subject to 280G cutback if beneficial |
| Non-CoC involuntary severance | 104 weeks (CEO) with stipend; contingent on release; offsets against any CoC severance |
| Equity treatment on CoC | Double-trigger; RSUs vest in full upon qualifying termination; PSAs generally paid for completed periods; open cycles paid at target and prorated unless Committee discretion applies |
| Equity treatment on retirement/death/disability | RSUs vest; PSAs full non-prorated award in certain cases; detailed by award agreements |
| Clawbacks | SEC/NYSE-compliant clawback adopted Nov 2023; equity awards include additional clawback/forfeiture covenants (non-compete/non-solicit/non-disparagement/confidentiality) lasting six months post-vesting |
| Deferred compensation | Special executive credit equal to 5% of “Total Pay”; 2024 company contributions for Ms. Cooper: $486,510; DC SERP balance $4,501,852 (2024 year-end) |
Board Governance
- Combined Chair/CEO since May 2023; Lead Independent Director (W.H. Cunningham) with robust duties and executive session leadership .
- Committees: Executive Committee Chair; sole member of Committee on Corporate Action (15 unanimous written consents in 2024) .
- Independence: Not independent director; 9 of 10 nominees independent; all key committees chaired by independents .
- Board meetings: Six in 2024; directors met ≥75% attendance; all attended 2024 AGM except Mr. Mee (health) .
- Shareholder proposal: Recurrent proposal to separate Chair/CEO—46% support in 2023; Board recommends AGAINST in 2025, citing performance and governance structures .
Director Compensation (for completeness)
Directors (not including CEO) receive $110,000 cash retainer plus $180,000 in deferred stock units; Lead Independent Director receives $240,000 DSUs; committee chair/member fees per role; all outside directors met equity ownership guidelines (5× cash retainer) as of Dec 31, 2024 .
Compensation Structure Analysis
- Mix shifts: Options discontinued in 2024; more RSUs and PSAs—reduces leverage and repricing risk; PSAs retain rigorous performance link .
- AIP rigor: Heavier weighting on Income from Ops per Share (45%) and Controllable Costs (15%); balanced sales/capital usage modifiers—aligns with profitable growth and capital protection .
- LTI metrics: Above-median TSR (55th percentile) required for target; negative TSR cap limits payouts—tightens alignment to shareholder outcomes .
- Outcomes: 2024 AIP above target; 2022–2024 PSAs at 0%—clear differentiation between short-term operating execution and long-term value creation .
Say-on-Pay & Shareholder Feedback
Say-on-Pay approval was 84% in 2024; shareholder outreach reached investors representing 54% of shares and engaged with ~38%—feedback helped adjust program (TSR cap, PSA mix, severance policy) .
Performance & Track Record
- 2024 Business highlights: Record Group Protection margins (8.3%), Annuities earnings +8%, RPS deposits +25% and 10th year positive flows; Life repositioning and distribution realignment .
- Capital & risk: Sale of wealth management (~$650M statutory capital), RBC ratio >430% vs 420% buffer target; establishment of Bermuda affiliate reinsurer .
- TSR: One-year TSR +24.8% in 2024; 2022–2024 TSR -42.53% (PSA cycle), reinforcing need for sustained execution .
Investment Implications
- Alignment: Pay structure penalized long-term underperformance (0% PSAs) and rewarded 2024 operating execution (AIP > target), with clawbacks, double-trigger equity, and no tax gross-ups—reduces governance risk .
- Selling pressure: Underwater options plus RSU cliff vesting and 10b5-1 restrictions moderate near-term insider selling risk; CEO exceeds ownership guideline and cannot pledge/hedge .
- Dual role governance: Combined Chair/CEO persists with strong Lead Independent Director framework; continued investor attention likely given prior 46% support for separation .
- Execution focus: Capital rebuild (RBC >430%), reinsurance capabilities, product mix shifts, and cost controls reflect durable improvement vectors; PSA metrics (ROE/Relative TSR) set a high bar for sustained value creation .