William Cunningham
LINCOLN NATIONALAbout William H. Cunningham
William H. Cunningham is LNC’s Lead Independent Director (since 2022), an independent director since 2006, and a Professor at The University of Texas at Austin holding the James J. Bayless Chair for Free Enterprise at the McCombs School of Business. He previously served as LNC’s independent Chair of the Board from 2009 to 2022; his age is 81 per the 2025 proxy. His disclosed qualifications include substantial experience in accounting, marketing, finance, corporate governance, and leadership of large institutions; he also has 30+ years’ insurance industry board experience, including Jefferson-Pilot prior to its 2006 merger with LNC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The University of Texas System | Chancellor and CEO | Prior to 2000 (dates not further disclosed) | Led a large public institution; human capital management |
| The University of Texas at Austin | President | Prior to 2000 (dates not further disclosed) | Institutional leadership |
| McCombs School of Business (UT Austin) | Dean | Prior to 2000 (dates not further disclosed) | Academic and governance leadership |
| Jefferson-Pilot Corporation | Director | Prior to 2006 merger | Insurance industry board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The University of Texas at Austin | Professor; James J. Bayless Chair for Free Enterprise | 2000–present | Academic leadership; finance/marketing expertise |
| John Hancock Mutual Funds | Director | 1986–present | Public fund governance (specific committees not disclosed) |
| Southwest Airlines Co. | Director | 2000–2024 | Airline governance (specific committees not disclosed) |
Board Governance
- Independence and leadership: Cunningham is independent and serves as Lead Independent Director; LNC’s Audit, Compensation, Corporate Governance, and Finance Committees are comprised entirely of independent directors .
- Committees: Member of Compensation, Corporate Governance, Executive, and Finance; not a committee chair in 2024 .
- Attendance: The Board met six times in 2024; each incumbent director attended at least 75% of combined Board and committee meetings for their assignments .
- Executive sessions and oversight: Outside directors meet in executive session in connection with each regularly scheduled Board meeting; Lead Independent Director has robust responsibilities including agenda review, chairing executive sessions, shareholder consultations, and acting during CEO incapacitation .
- Board structure context: Combined Chair/CEO role (Ellen Cooper) maintained in 2023–2024 with continued Lead Independent Director oversight; Board asserts this structure supports strategic objectives while retaining flexibility .
| Committee | Membership (Cunningham) | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 8 |
| Compensation | Member | No | 4 |
| Corporate Governance | Member | No | 4 |
| Executive | Member | No | 2 |
| Finance | Member | No | 4 |
| Committee on Corporate Action | Not listed | — | 0; acted via 15 written consents by sole member (CEO) |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 110,000 | Lead Independent Director cash retainer |
| Stock awards (Deferred LNC Stock Units) | 240,000 | Grant-date fair value under ASC 718; DSUs |
| All other compensation | 16,000 | Primarily matching charitable gifts/benefits per program |
| Total | 366,000 | Sum of components |
Director fee structure in effect since Jan 1, 2024:
- Lead Independent Director: $110,000 cash + $240,000 Deferred LNC Stock Units; total $350,000 .
- No per-meeting fees for regularly scheduled meetings; Corporate Governance Committee can authorize $1,100 for additional meetings, but none paid for 2024 .
Performance Compensation
- Directors receive equity via Deferred LNC Stock Units (DSUs); no disclosed performance metrics, PSUs, or options for directors in 2024. Options are not held by directors as of 12/31/2024; equity awards vest per DSU plan rules on retirement/resignation; cash retainers can be deferred into the Directors’ DCP (phantom investment options including an LNC Stock Fund) .
- Meeting fees: none for regularly scheduled sessions in 2024 .
| Equity Program Element | Structure | Performance Metrics | Vesting/Distribution |
|---|---|---|---|
| Deferred LNC Stock Units (DSUs) | Annual retainer portion delivered in DSUs | None disclosed for directors | Payable at Board departure; LNC Stock Fund distributions paid in shares |
| Optional deferral (Directors’ DCP) | Deferral of cash retainers into phantom investment options | None | Distribution at departure; dividends reinvested in phantom units |
| Options | Not applicable | — | None held by directors as of 12/31/2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | John Hancock Mutual Funds (1986–present); Southwest Airlines Co. (2000–2024) |
| Compensation Committee interlocks | None disclosed; no member had relationships requiring related-party disclosure, no cross-director executive officer interlocks |
| LNC subsidiary boards | Not disclosed for Cunningham; LNY board fees noted for other directors, not for Cunningham |
Expertise & Qualifications
- Governance/finance/marketing expertise; leadership of large institutions; extensive insurance industry board experience (Jefferson-Pilot, pre-merger) .
- Skill domains across finance and capital management, marketing/public relations, human capital management, corporate governance (as summarized in nominee skill matrix) .
Equity Ownership
| Metric (as of date) | Amount | Notes |
|---|---|---|
| LNC common stock owned (3/14/2025) | 8,738 | Less than 1% of class |
| LNC stock units (3/14/2025) | 195,293 | Non-voting, non-transferable phantom units |
| Total (shares + units) (3/14/2025) | 204,031 | Less than 1% of class |
| Deferred LNC Stock Units (12/31/2024) | 175,245 | Director DSU balance including prior DSU plan and DCP elections |
| Ownership guidelines | 5x cash retainer ($550,000) within 5 years; all outside directors (as of 12/31/2024) met/exceeded threshold | |
| Pledging/hedging | Prohibited for directors and executives under Insider Trading Policy |
Governance Assessment
- Strengths: Long-serving, fully independent Lead Independent Director with robust authorities; sits on key committees (Compensation, Corporate Governance, Executive, Finance) enabling oversight of pay, governance, capital, and risk. Outside directors meet in executive session at each regular Board meeting; committees are entirely independent; anti-pledging/hedging policy enhances alignment; ownership guidelines at 5x cash retainer with compliance affirmed for outside directors .
- Alignment signals: Compensation mix is equity-heavy via DSUs; significant personal exposure through stock units; no options; optional deferrals into LNC Stock Fund settle in shares, increasing skin-in-the-game at exit .
- Potential red flags and investor sentiment: Combined Chair/CEO structure maintained, with shareholder proposals seeking an independent chair receiving notable support historically (proponent cites 46% support in 2023) and raising concerns about director tenure and age (Cunningham age 81; director since 2006). The Board reiterates strong governance mitigants and Lead Independent Director role, but tenure and leadership structure remain areas to monitor for investor confidence and board refreshment .
- Interlocks/conflicts: No Compensation Committee interlocks or related-party transactions disclosed for Cunningham; prohibited pledging/hedging reduces alignment risks .
- Shareholder engagement and pay context: LNC reports active engagement (reaching out to holders of ~54% of shares; engaging ~38% in 2024) and 84% Say-on-Pay approval in 2024—signals of constructive investor dialogue, though governance proposals persist around board leadership .
Overall, Cunningham’s profile reflects experienced, independent oversight with strong ownership alignment and committee breadth, offset by investor scrutiny of board leadership structure and long tenure; mitigants include robust Lead Independent Director duties, independent committees, and explicit anti-pledging/hedging policies .