James Morris
LINCOLN NATIONALAbout James Morris
James Morris (age 65) is an independent director of Lincoln National Corporation (LNC), appointed March 3, 2025, with deep insurance-industry leadership credentials from his 40-year career at Pacific Life, where he served as Chairman, President and CEO from 2007 until his retirement in April 2022 . He brings expertise in insurance, strategic planning, risk management, and capital/financial management; he is currently a member of LNC’s Compensation and Finance Committees and has been deemed independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Life Insurance Company | Chairman, President & CEO | 2007–Apr 2022 | Led a large insurance company; extensive strategic, risk, capital and financial management expertise |
| Pacific Life Insurance Company | COO; EVP & Chief Insurance Officer; SVP, Individual Insurance | Not disclosed (prior to CEO tenure) | Progressive leadership roles; deep operating experience across lines of business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edison International | Director | 2016–present | Committee roles not disclosed; public company board experience |
Board Governance
- Independence: The Board determined Morris is independent; all members of the Audit, Compensation, Corporate Governance, and Finance Committees are independent .
- Committee assignments: Compensation Committee (member); Finance Committee (member) .
- Attendance and engagement: In 2024, the Board met six times and each incumbent director attended ≥75% of combined Board/committee meetings; Morris joined in 2025, so 2024 attendance does not apply .
- Committee activity levels (2024): Audit 8 meetings; Compensation 4; Corporate Governance 4; Executive 2; Finance 4 .
- Board structure: CEO serves as Chair; Dr. William H. Cunningham is Lead Independent Director; independent directors meet regularly in executive session .
- Director onboarding: Comprehensive orientation and continuing education supported by management and external experts .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (cash) | $110,000 | Standard for outside directors since Jan 1, 2024 |
| Committee chair fees (Compensation, Finance) | $0 | Applies only if chair; Morris is a member, not chair |
| Audit Committee member fee | N/A | $10,000 only for Audit Committee members; Morris is not on Audit |
| Other benefits | Up to $20,000 initial financial planning and $10,000 annual updates; matching charitable gift program up to $15,000; optional participation (at own expense) in health and welfare benefits |
Performance Compensation
| Equity Component | Grant Value (USD) | Instrument | Vesting/Payment | Performance Metrics |
|---|---|---|---|---|
| Annual director equity | $180,000 | Deferred LNC Stock Units | Payable only upon retirement or resignation; dividends reinvested as phantom units | None; director pay is not performance-based |
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlocks/Conflicts |
|---|---|---|---|
| Edison International | Director | 2016 | No related-party transactions disclosed involving Morris; LNC discloses ordinary-course relationships with BlackRock and Vanguard and an employee-relative transaction (CEO’s son), none related to Morris |
Expertise & Qualifications
- Insurance industry leadership; strategic planning; risk management; capital and financial management .
- Selected skills indicated by LNC: insurance; business operations/strategic planning; finance/capital management; risk management .
Equity Ownership
| Holding | Amount | As-of Date | % of Class | Notes |
|---|---|---|---|---|
| LNC common stock | 10 shares | March 14, 2025 | <1% | Held via a trust of which he and his spouse are trustees/beneficiaries |
| LNC stock units (phantom) | 0 | March 14, 2025 | N/A | |
| Director ownership guideline | $550,000 equivalent (5× cash retainer) | Must meet by March 2030 | N/A | Deferred LNC Stock Units and outright common stock count toward guideline |
- Pledging/hedging: Prohibited for directors and executives under LNC’s Insider Trading and Confidentiality Policy .
Governance Assessment
- Board effectiveness: Morris adds seasoned insurance CEO experience to the Compensation and Finance Committees, aligning with LNC’s focus on capital strength, operating efficiency and profitable growth; his independence and committee placements support robust oversight of pay, capital structure and reinsurance strategy .
- Ownership alignment: Current direct ownership is low (10 shares), but director equity is granted in Deferred LNC Stock Units annually and he has five years—to March 2030—to meet the 5× cash retainer ownership guideline; pledging/hedging is prohibited, which mitigates alignment risks .
- Conflicts/related-party exposure: No Morris-specific related-party transactions or conflicts disclosed; broader related-party items involve BlackRock/Vanguard and an employee relative, none touching Morris .
- Shareholder signals: Say-on-Pay received 84% support in 2024, and the Board maintains strong governance practices (independent committee leadership, majority voting, clawbacks, double-trigger vesting) which generally support investor confidence .
RED FLAGS: None disclosed specific to Morris. Monitoring items include near-term ownership build toward the guideline and continued independent engagement on Compensation and Finance as LNC executes capital and reinsurance actions .