Reginald Davis

About Reginald E. Davis

Reginald E. Davis, age 62, is an independent director of Lincoln National Corporation (LNC) since 2020 and currently serves on the Audit and Corporate Governance Committees; the Board has determined he is independent under NYSE standards and he is designated an “audit committee financial expert.” He is Senior EVP and President of Consumer & Small Business Banking at Flagstar Financial, Inc. (formerly New York Community Bancorp) and brings 40 years of financial services experience spanning consumer banking, fintech, capital and risk management, and human capital leadership; he has not served on other public company boards.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Davis is independent; all Audit, Compensation, Corporate Governance, and Finance members are independent.
• Committees: Member, Audit and Corporate Governance; the Board identified Mr. Davis as an Audit Committee Financial Expert.
• Meetings and attendance: The Board met six times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting except one due to health reasons.
• Shareholder engagement: LNC reached out to holders of >54% of shares and engaged with ~38% in fall 2024; directors join when requested.
• Governance practices: Independent committee leadership; executive sessions of independent directors; prohibition on hedging/pledging.

Committee Assignments (2024) & Meetings Held

Fixed Compensation

• Structure: Standard non-employee director retainer is $110,000 cash + $180,000 Deferred LNC Stock Units; Audit Committee member fee $10,000; Audit Chair $35,000; Compensation Chair $25,000; Other Committee Chair $20,000. Lead Independent Director receives $110,000 cash + $240,000 DSUs.
• Deferrals: Directors may defer cash retainers into the Directors’ Deferred Compensation Plan (phantom options, including an LNC Stock Fund); all deferred amounts (including DSUs) are payable upon retirement/resignation; amounts in the LNC Stock Fund distribute in shares.
• Meeting fees: No additional fees for regular meetings; authority exists for $1,100 per additional meeting, but none paid for 2024.

Performance Compensation

• Plan governance: 2020 ICP prohibits option/SAR repricing without shareholder approval; double-trigger vesting upon change of control; no dividends on unvested awards; clawback policy applies to incentive compensation; non-employee director total compensation capped at $650,000 per fiscal year.

Other Directorships & Interlocks

Expertise & Qualifications

• 40 years in financial services with extensive consumer banking, technology/fintech, capital and risk management, and human capital management experience.
• Audit Committee Financial Expert designation under SEC rules.

Equity Ownership

• Ownership guidelines: Outside directors must hold interests equal to 5× annual cash retainer ($550,000) within five years; DSUs and outright shares count; as of Dec 31, 2024, all outside directors met the required threshold (Mr. Morris, elected 2025, has until 2030).
• Hedging/pledging: Directors are prohibited from pledging LNC securities and from using derivatives to hedge LNC stock.

Governance Assessment

• Strengths

  • Independent director with relevant operating expertise and designated Audit Committee Financial Expert; serves on Audit and Corporate Governance Committees.
  • Meets attendance threshold; Board and key committees are fully independent; independent directors meet in executive session; active shareholder engagement.
  • Pay structure is standard and equity-heavy via DSUs; use of independent consultant (Pay Governance) to benchmark director pay; director total comp cap ($650k).
  • Strong alignment/controls: director ownership guidelines, clawback framework for incentive awards, prohibition on hedging/pledging.
  • No related-party transactions involving Mr. Davis disclosed.

• Watch items

  • Zero outright common shares; alignment achieved via deferred stock units that count toward guidelines—acceptable under policy but some investors may prefer open-market purchase signals.
  • Concurrent senior operating role at a large bank (Flagstar/NYCB); no conflicts disclosed, but prudent to monitor for any future LNC–bank distribution or financing arrangements.