Eric Johnson
LINCOLN NATIONALAbout Eric Johnson
Eric G. Johnson (age 74) is an independent director of Lincoln National Corporation, serving since 1998; he chairs the Finance Committee and is a member of the Compensation, Corporate Governance, and Executive Committees . He is Chair of the Board at Baldwin Richardson Foods Company and previously served as CEO (1997–2023) and President (1997–2020) of the privately held manufacturer, bringing expertise in executive management, marketing, finance, strategy, and M&A; he has developed deep knowledge of Lincoln’s business through long board service . The Board has determined Johnson is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baldwin Richardson Foods Company | Chief Executive Officer | 1997–2023 | Led privately held manufacturer; executive management and strategy expertise |
| Baldwin Richardson Foods Company | President | 1997–2020 | Oversaw operations; marketing and finance experience |
| Baldwin Richardson Foods Company | Chair of the Board | Current | Corporate oversight; strategic execution |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Baldwin Richardson Foods Company | Chair of the Board | Current | No (privately held) |
| Other public company boards (last five years) | — | — | None |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under NYSE and company standards |
| Board tenure | Director since 1998 |
| Committee roles | Finance (Chair); Compensation (Member); Corporate Governance (Member); Executive (Member) |
| Committee meetings held in 2024 | Audit (8); Compensation (4); Corporate Governance (4); Executive (2); Finance (4); Corporate Action (0; 15 unanimous written consents) |
| Attendance | In 2024, each incumbent director attended ≥75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting except Mr. Mee (health reasons) |
| Lead Independent Director | William H. Cunningham |
| Independence of key committees | All Audit, Compensation, Corporate Governance, and Finance Committee members are independent |
Fixed Compensation
| Year | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 130,000 | 180,000 | — | 310,000 |
- Director fee structure in effect since Jan 1, 2024: Annual cash retainer $110,000; Deferred LNC Stock Units $180,000; Finance Committee Chair fee $20,000; Audit Committee Member fee $10,000 (no committee member fees for non-Audit) .
- No meeting fees for regularly scheduled sessions; Corporate Governance Committee may recommend $1,100 per additional meeting, none paid in 2024 .
Performance Compensation
| Element | Structure | Vesting/Payment | Notes |
|---|---|---|---|
| Deferred LNC Stock Units | Annual equity retainer (non-employee directors) | Payable upon retirement/resignation from Board; dividend equivalents accrue and are paid only upon settlement | Equity aligns director interests with shareholders |
| Options | None held by directors as of 12/31/2024 | N/A | Repricing of options prohibited without shareholder approval (plan term) |
| Deferral elections | Cash retainers optionally deferrable into Directors’ DCP; includes LNC Stock Fund phantom units; distributions in stock if invested in LNC Stock Fund | Paid only upon Board departure | Mirrors employee DC SERP investment options |
- Performance metrics tied to director compensation: Not applicable; director equity is time/departure-based, not performance-conditioned. Dividends/dividend equivalents pay only upon vesting/settlement per plan provisions .
- Annual review of outside director compensation by Corporate Governance Committee with Pay Governance LLC; increased equity portion effective 1/1/2024; no changes for 2025 .
- Non-employee director total compensation capped at $650,000 per fiscal year under the Incentive Compensation Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (past five years) |
| Compensation Committee interlocks | Johnson served on Compensation Committee in 2024; no relationships requiring related-party disclosure and no insider participation; no cross-directorships with LNC executives |
Expertise & Qualifications
- Executive management and strategy; marketing and finance; M&A experience; deep knowledge of Lincoln’s business and industry from long board service .
- Committee leadership in capital structure, investment policy, hedging, and reinsurance strategy via Finance Committee chair role .
Equity Ownership
| As of date | Common shares owned | Percentage of class | LNC stock units (phantom) | Total (shares + units) | Total % of class |
|---|---|---|---|---|---|
| Dec 31, 2024 (deferred units table) | — | — | 104,676 | 104,676 | — |
| Mar 14, 2025 (beneficial ownership table) | 0 | * | 106,065 | 106,065 | * |
- Director stock ownership guideline: Outside directors must hold interests equal to 5x annual cash retainer ($550,000) within five years; as of 12/31/2024, all outside directors met the threshold .
- Prohibition on pledging and hedging: Company policy prohibits directors from pledging LNC securities and using derivatives to hedge equity exposure .
Governance Assessment
- Board effectiveness: Johnson’s long tenure (since 1998) paired with Finance Committee chairmanship strengthens oversight of capital structure, investments, hedging, and reinsurance strategy, with independent composition across key committees .
- Independence and engagement: Formally determined independent; attended at least 75% of combined Board/committee meetings in 2024; attended the 2024 Annual Meeting .
- Alignment and compensation: Mix of cash and annual DSUs; DSUs payable only upon departure; no options outstanding; equity retainer increased in 2024 to enhance alignment; director ownership guidelines met .
- Related-party/conflict review: No compensation committee interlocks requiring disclosure; board policy prohibits pledging/hedging; committees have access to independent advisors .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls for Johnson in 2024 .
- Note: Johnson held 0 common shares as of Mar 14, 2025, with exposure via non-voting phantom stock units; alignment relies on DSUs and ownership guidelines rather than direct share ownership .