Leanne Lachman
LINCOLN NATIONALAbout M. Leanne Lachman
M. Leanne Lachman is an independent director of Lincoln National Corporation, serving on the Board since 1985, and is currently 82 years old . She is President of Lachman Associates LLC (since 2003) and an Executive-in-Residence at Columbia Business School (since 2000), with core credentials in real estate analysis, investment and risk management, and deep corporate governance experience accrued over her long tenure at LNC . The Board identifies her selected skills as business operations/strategic planning, finance and capital management, corporate governance, and risk management; she also serves as a director of Lincoln Life & Annuity Company of New York (subsidiary) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lend Lease Real Estate Investments | Managing Director | Not disclosed | Institutional real estate investment management; background in investment, management and development |
| Lincoln National Corporation (Board) | Independent Director | Since 1985 | Extensive governance continuity; deep understanding of LNC’s business and industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lachman Associates LLC | President | Since 2003 | Independent real estate consultancy |
| Columbia Business School | Executive-in-Residence | Since 2000 | Academic advisory/engagement role |
| Lincoln Life & Annuity Company of New York (LNC subsidiary) | Director | 2024 service disclosed | Subsidiary board service; separate annual retainer and per-meeting fees |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance Committee Chair; Executive Committee member .
- Independence: Board determined Lachman is independent; all Audit, Compensation, Corporate Governance, and Finance Committee members are independent .
- Attendance: In 2024, the Board met six times; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; the Audit Committee held 8 meetings, Corporate Governance 4, Executive 2 .
- Governance scope: The Corporate Governance Committee (chaired by Lachman) oversees director nominations, independence standards, director compensation program, Board/committee evaluations, and sustainability/corporate responsibility strategy .
- Executive sessions and leadership: Independent directors meet in executive session regularly; the Board maintains a Lead Independent Director structure with defined duties; committee chairs are independent .
- Policies strengthening alignment: Robust stock ownership guidelines, prohibition on pledging/hedging, majority vote/resignation policy, proxy access, and shareholder right to call special meetings (10% threshold) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $110,000 | Standard cash retainer for non-employee directors |
| Deferred LNC Stock Units (annual grant) | $180,000 | Equity portion of director retainer; paid in phantom stock units |
| Corporate Governance Committee Chair fee (cash) | $20,000 | “Other Committee Chair” rate |
| Audit Committee member fee (cash) | $10,000 | Per Audit member |
| LNY subsidiary board fees (cash) | $19,400 | Annual retainer and per-meeting fees for 2024 service |
| All other compensation | $30,000 | Matching charitable gifts and $10,000 financial planning reimbursement |
| Total 2024 compensation reported | $355,161 | Fees earned in cash $145,161; stock awards $180,000; all other compensation $30,000 |
Notes:
- Directors may defer the cash component into the Directors’ Deferred Compensation Plan with phantom investment options, including an LNC Stock Fund payable in shares upon distribution .
- No additional meeting fees for regularly scheduled sessions; Corporate Governance Committee could recommend $1,100 for extra meetings, none paid in 2024 .
- Outside directors serving on LNY board receive $15,000 annual cash retainer and $1,100 per LNY board/committee meeting .
Performance Compensation
| Element | Structure | Metrics/Conditions |
|---|---|---|
| Director equity awards | Deferred LNC Stock Units (phantom units) | Annual grant; time-based; dividends reinvested as additional units; no options outstanding for directors as of 12/31/2024 |
| 2024 stock award value | $180,000 | Grant-date fair value under Topic 718 |
| Options/PSUs for directors | Not used | None disclosed for non-employee directors; equity grants are deferred units; no options held by directors as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Type | Current/Past | Role | Potential Interlock Risk |
|---|---|---|---|---|
| Public company boards | Public | None in past five years | — | None disclosed; reduces interlock risk |
| LNY (subsidiary) | Subsidiary | Current (2024 service) | Director | Standard subsidiary oversight role; compensated separately |
| Academic board/role | Academic | Current | Executive-in-Residence, Columbia Business School | Advisory/academic; no transactional ties disclosed |
| Private firm | Private | Current | President, Lachman Associates LLC | No related-party transactions with LNC disclosed in proxy |
Expertise & Qualifications
- Qualifications: Extensive background in real estate analysis, investment, management and development; risk management; international operations; deep organizational and industry knowledge from long LNC service .
- Selected Board skills: Business operations/strategic planning; finance and capital management; corporate governance; risk management .
- Governance leadership: Chairs Corporate Governance Committee, covering director nominations, independence, director pay, Board evaluations, and sustainability oversight .
Equity Ownership
| As of date | Common shares beneficially owned | LNC stock units (phantom) | Total | % of class |
|---|---|---|---|---|
| Dec. 31, 2024 | — | 72,687 | — | — |
| Mar. 14, 2025 | 3,000 | 73,651 | 76,651 | <1% |
Citations: 12/31/2024 stock units 72,687 ; 3/14/2025 common shares 3,000; stock units 73,651; total 76,651; each less than 1% of class .
Ownership alignment and policies:
- Director ownership guideline: 5x cash retainer ($550,000) within five years; as of Dec. 31, 2024 all outside directors met/exceeded requirement .
- Prohibitions: No pledging or hedging of LNC securities for directors and executives .
- Deferred units and DCP: Director equity and optional cash deferrals use phantom units; LNC Stock Fund distributions in shares .
Governance Assessment
- Board effectiveness signals: Lachman’s chairmanship of Corporate Governance centralizes oversight of board composition, independence criteria, evaluations, and sustainability/corporate responsibility, supporting governance rigor and transparency .
- Independence and committee load: Independent status with roles on Audit and Executive committees positions her at key risk, financial reporting, and board-oversight touchpoints; all members of these committees are independent .
- Attendance and engagement: Board met six times in 2024, and each incumbent director met at least the 75% attendance threshold across Board/committee meetings; her committees held 8 (Audit), 4 (Corporate Governance), and 2 (Executive) meetings .
- Compensation alignment: Director pay mixes meaningful equity ($180,000 in deferred stock units) with cash retainers and modest committee fees; directors may defer cash; ownership guidelines enforced, and pledging/hedging prohibited—supporting shareholder alignment .
- Conflicts/related-party exposure: Proxy discloses related-party items (e.g., BlackRock/Vanguard product relationships; CEO’s son employment) under a pre-approval policy, but no transactions involving Lachman are disclosed—reducing conflict risk for her specifically .
- Shareholder feedback context: 2024 Say-on-Pay support at 84% and ongoing investor engagement signal general support for governance and compensation frameworks overseen by Board committees, including Corporate Governance .
- Board refreshment: The Board emphasizes skill mix diversification and continuous refresh; four independent directors added since 2020, chairs rotated, and long-tenured departures since May 2023, with a stated preference against rigid term limits—placing added importance on annual evaluations in maintaining effectiveness alongside Lachman’s long tenure .