Sean Woodroffe
LINCOLN NATIONALAbout Sean Woodroffe
Executive Vice President, Chief People, Culture and Communications Officer at Lincoln Financial (LNC) since May 1, 2023; responsible for all HR and corporate communications, reporting to the CEO and serving on the Senior Management Committee . He holds a B.A. in International Relations from Shaw University and has 35+ years of HR leadership across financial services . Born June 18, 1963 (Trinidad & Tobago), which implies age ~62 as of 2025 . LNC’s incentive programs tie pay to five AIP measures (Income from Operations per Share, Business Unit Sales & Capital Usage, Management of Controllable Costs, Actions to Improve Distributable Earnings, Strategic Priorities) and LTI measures (Relative TSR and Operating ROE); 2024 AIP paid above target for all NEOs including Woodroffe, while the 2022–2024 PSA cycle paid 0% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lincoln Financial Group | EVP, Chief People, Culture & Communications Officer | 2023–present | Leads all HR and corporate communications; member of Senior Management Committee |
| TIAA | Senior Executive Vice President & Chief People Officer | 2018–2023 | Led HR strategy and internal communications for global workforce |
| National Life Group | SVP & Chief People Officer | 2013–2017 | Enterprise HR leadership for insurer; culture and leadership programs |
| Sun Life Financial U.S. | U.S. Head of HR & Associate Communications | 2009–2013 | Led HR, internal communications, philanthropy for U.S. operations |
| United Bank for Africa | Division Head, HR Business Partnership | 2008–2009 | HR leadership in New York and Lagos |
| Financial Guaranty Insurance Co. | SVP, Chief of HR & Administration | 2004–2008 | Led HR and administration at monoline insurer |
| Merrill Lynch | First VP & Head of International HR; prior finance/ops roles | 1986–2004 | Global HR leadership (London/Tokyo); earlier finance/operations experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Society for Human Resource Management (SHRM) | Board member | Current |
| The Peddie School (NJ) | Board member | Current |
| U.S. Soccer Foundation | Director | Current |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $507,692 (prorated from hire) | $834,616; base increased mid-year from $800,000 to $875,000 in July 2024 |
| Target Annual Incentive ($) | $1,285,000 | $1,418,000 (raised in July 2024 with added responsibilities) |
| All Other Compensation ($) | $29,800 | $137,798 (perqs $30,550; 401k/core $33,900; DC SERP $73,348) |
Perquisites detail: $10,000 matching charitable gifts; $9,000 housing; $6,600 financial planning; remaining executive physicals .
Performance Compensation
Annual Incentive Program (AIP) – 2024
| Metric | Design | Outcome |
|---|---|---|
| Income from Operations per Share | AIP performance measure | 2024 AIP paid above target; Sean earned $2,073,116 |
| Business Unit Sales and Capital Usage | AIP performance measure | See above |
| Management of Controllable Costs | AIP performance measure | See above |
| Actions to Improve Distributable Earnings | AIP performance measure | See above |
| Strategic Priorities | AIP performance measure | See above |
Estimated payout opportunities established by the Committee (Sean): Threshold $7,090; Target $1,418,000; Maximum $2,836,000 .
Long-Term Incentive (LTI) – Equity Awards
| Component | 2024 Grant Detail | Performance construct | Notes |
|---|---|---|---|
| RSUs (time-based) | Grant-date fair value $800,011 | Service-based vesting; 2024 RSUs vest fully at retirement ≥55/5, double-trigger CoC, death/disability | Shares vest: 73,812 (5/24/2025); 73,811 & 25,005 (5/24/2026); 30,942 (2/21/2027) |
| PSAs (performance) | Grant-date fair value $910,772; Target shares 29,652; Max 59,304 (revised cap 200%) | Relative TSR and Operating ROE; 2024-2026 shown at max (200%) as of year-end; payout certified post-cycle | DEI modifier removed in Feb 2025; max reduced from 232% to 200% |
Prior cycles performance status: 2022–2024 PSAs certified at 0% payout; 2023–2025 shown at target pending certification in Q1 2026 .
Options: LNC discontinued options in 2024; Sean’s 2023 new-hire option grant remains outstanding (see Equity Ownership) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 0 shares; 0 stock units as of March 14, 2025 (less than 1% of class) |
| Stock ownership guideline | 4x base salary for executive officers; counted holdings include RSUs/restricted stock; PSAs/options excluded |
| Compliance status | As of Dec 31, 2024, Woodroffe held equity interests in excess of his share ownership requirement |
| Pledging/hedging | Prohibited for executive officers and directors |
| Vested vs unvested (as of 12/31/24) | Unvested RSUs: 147,623 ($4,681,125); Unearned PSAs: 41,674 ($1,321,483) |
| Options outstanding | 32,329 unexercisable at $21.13, expiring 5/24/2033 |
| 2024 stock vested | 95,841 shares; value realized $3,130,167 (includes dividend equivalents) |
Vesting schedules and selling pressure: Large RSU tranches vest on 5/24/2025 and 5/24/2026; shares are withheld to satisfy minimum taxes upon vesting, reducing immediate selling pressure but indicating known vest dates for potential supply .
Employment Terms
| Term | Detail |
|---|---|
| Employment start & role | Joined May 1, 2023 as CPCCO |
| Employment agreements | LNC states “No employment agreements with NEOs” |
| Severance (non-CoC) | Officers’ Severance Plan: 78 weeks of severance for executive officers; requires waiver/release; non-solicitation forfeiture provision |
| Change-of-control (CoC) | Double-trigger; cash severance equals 2x annual base salary + 2x target bonus (CEO 2.99x); no excise tax gross-ups; COBRA premium reimbursement up to 18 months; outplacement up to 15% of salary; open-cycle AIP/LTI paid at target prorated |
| Clawbacks & covenants | Incentive awards subject to Company Clawback Policy; RSU/PSA agreements include non-compete, non-solicit, non-disparagement, confidentiality; forfeiture/clawback if terminated for cause or covenant breach; covenants expire six months after vesting/shares delivered |
Potential payments illustration (12/31/24 hypothetical):
- Involuntary termination not for cause: Total $10,315,425 (includes AIP $2,073,116; RSUs $4,681,125; DC SERP $88,923; cash severance $3,439,500; miscellaneous $32,760) .
- Involuntary termination after CoC: Total $16,230,059 (includes AIP $2,073,116; Options $342,041; RSUs $6,455,205; PSAs $1,866,564; DC SERP $713,941; cash severance $4,586,000; miscellaneous $193,192) .
Investment Implications
- Pay-for-performance alignment: AIP design targets operating income per share, capital usage and cost control; LTI hinges on Relative TSR and Operating ROE. 2024 AIP paid above target (Sean: $2.07M), but the 2022–2024 PSA cycle paid 0%, evidencing rigorous long-term hurdles and linking payouts to shareholder outcomes .
- Retention risk vs pressure: Material unvested RSU/PSA balances and scheduled vest dates (5/24/2025, 5/24/2026) support retention; tax-withholding share reductions at vesting and a prohibition on pledging/hedging mitigate forced selling. Ownership guidelines require 4x salary and he was above the requirement as of 12/31/24 .
- Change-of-control economics: Double-trigger with 2x salary+bonus cash and equity acceleration can be meaningful, but no tax gross-ups; the 2.99x cash severance cap policy reduces extreme parachute risk .
- Governance and risk indicators: Clawback policy and equity award covenants (non-compete/non-solicit) strengthen alignment; LNC discontinued stock options in 2024, lowering upside leverage for NEOs versus prior structures. Say-on-pay support was 84% in 2024, indicating shareholder acceptance of program direction .