LNC Lincoln National Corporation

Notice of Annual Meeting of Shareholders

Mailing date: April 16, 2021

The purpose of the meeting is to:

You may vote at the Annual Meeting if you were a shareholder of record at the close of business on March 29, 2021.

Please cast your votes by one of the following methods:

SIGNING AND RETURNING A PROXY CARD		TOLL-FREE TELEPHONE		THE INTERNET

If, going forward, you would like to receive electronic delivery of future proxy materials, please see page 83 for more information.

Due to concerns about the COVID-19 pandemic and to protect the health and safety of our directors, employees, shareholders, and the community, this year’s Annual Meeting will once again be a fully virtual meeting conducted via live webcast.

In order to attend the Annual Meeting online, you must pre-register at register.proxypush.com/lnc by entering your control number, which can be found on your proxy card or notice of internet availability. After registering, you will receive a confirmation email. Approximately one hour prior to the start of the Annual Meeting, you will receive an email containing a unique link to the virtual meeting that will allow you to access the Annual Meeting and vote online during the meeting. You will also be permitted to submit questions at the time of registration and during the meeting. The Annual Meeting will begin promptly at 9:00 a.m. EDT. We recommend that you access the meeting prior to the start time. Online access will open at approximately 8:45 a.m. EDT. Technical support will be available during the meeting. See pages 92-93 for additional information on how to attend, vote and ask questions at the virtual Annual Meeting.

For the Board of Directors,

Nancy A. Smith

Senior Vice President & Secretary

Lincoln National Corporation

Radnor, Pennsylvania

Lincoln National Corporation 2021 Proxy Statement

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2021:

This proxy statement and the accompanying annual report are available at: www.proxydocs.com/lnc.

Lincoln National Corporation 2021 Proxy Statement

Proxy Summary

Proxy Summary

This summary highlights certain information for your convenience. Since it does not contain all of the information you should consider, we encourage you to read the entire proxy statement carefully before voting.

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Proxy Summary

Our director nominees provide the Board with the comprehensive diversity of relative skill sets needed to provide effective oversight in light of the Company’s industry, risks and current and long-term strategic needs.

Financial Services (5)				Finance and Capital Management (10)				Business Operations and Strategic Planning (11)
Marketing/Public Relations (7)				Public Company CEO (6)				Corporate Governance (8)
Talent Management (8)				Risk Management (5)				Accounting (5)

The Board recognizes that diversity, including gender and ethnic diversity, adds to the overall mix of perspectives of our Board as a whole. We have added three new diverse directors in the last five years. The following charts present the diversity profile of our director nominees:

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Proxy Summary

Response to COVID-19 Pandemic and 2020 Performance

To protect the health and safety of our employees and their loved ones during the COVID-19 pandemic, we took early action, implementing comprehensive measures to safeguard employees in the locations in which we operate, and, in mid-March 2020, we moved to 99% work-from-home for our employees, efficiently moving to a virtual sales environment across all of our distribution channels. During the pandemic, we also implemented several policies and programs to enhance support for our employees, in addition to taking actions to support our customers and communities during this unprecedented time. We also took steps to enhance our product portfolio, pivot our distribution workforce to a virtual model, improve cost effectiveness and strengthen the balance sheet.

From an operational perspective, over the course of an unpredictable year, we focused on ensuring we maintained our competitive advantages and capitalized on opportunities to become stronger. We successfully achieved these objectives by prioritizing three initiatives:

Our Board of Directors provided oversight of the Company’s response to the COVID-19 pandemic and strategy to respond to the changing economic environment, receiving management updates at each meeting over the course of the year.

Our full year results for 2020 included the following highlights:

For more information on our response to the COVID-19 pandemic and our 2020 performance, see pages 34-35.

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Proxy Summary

Governance Highlights

Sound governance is important to our Board, which regularly evaluates and implements policies that reflect corporate governance and compensation best practices. Some of these practices are:

2020 Shareholder Engagement and Response to Feedback

During 2020, we continued to expand our proactive shareholder engagement program, which complements the ongoing dialogue throughout the year among our shareholders, CEO, CFO and Investor Relations team on financial and strategic performance. In the fall of 2020, we reached out to investors representing over 48% of our shares outstanding, and substantively engaged with investors representing more than 35% of our outstanding shares, which included participation by the Chair of our Corporate Governance Committee in select conversations. During these conversations our shareholders provided their perspectives on our business, including our response to COVID-19, and our corporate governance, executive compensation, and sustainability and diversity practices. The feedback from these meetings was shared with the Compensation Committee and the Corporate Governance Committee, as well as the full Board, and strongly informed the Compensation Committee’s decisions with respect to certain elements of our 2021 compensation program and enhancements that were made to this proxy statement to further improve clarity and transparency. For more information about our 2020 shareholder engagement and response to shareholder feedback, see pages 39-40.

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Proxy Summary

Proxy Summary

Looking Forward

Our Compensation Committee has made the following decisions with respect to 2021 compensation:

Diversity and Inclusion

Diversity, inclusion and equity are intrinsic to Lincoln’s culture. We are proud to rank among Forbes’ World’s Best Employers for Diversity and Best Employers for Women. We also received a perfect score on both the Human Rights Campaign Corporate Equality Index and the Disability Equality Index. In addition, during 2020, we developed an action plan to advance racial equity. For more information on our action plan and Board oversight of diversity and inclusion, see pages 35 and 19, respectively.

Corporate Social Responsibility and Sustainability

Our approach to corporate social responsibility is based on the four pillars of building stronger communities, caring for the environment, empowering and engaging employees and upholding responsible business practices. Our commitment is demonstrated by our inclusion on the Dow Jones Sustainability Index and FTSE4Good and our recognition among Newsweek’s Most Responsible Companies, and we annually publish a report on our corporate social responsibility initiatives, which can be found on our website at lfg.com. For information on Board oversight of corporate social responsibility and sustainability, see page 19.

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Governance  ◾  Board Structure and Leadership

Proxy Statement

Annual Meeting of Shareholders | June 3, 2021

The Board of Directors (the “Board”) of Lincoln National Corporation (the “Company,” “we,” “us,” “LNC” or “Lincoln”) is soliciting proxies in connection with the proposals to be voted on at the 2021 Annual Meeting of Shareholders, which will be held virtually via live webcast beginning at 9:00 a.m. EDT on Thursday, June 3, 2021. This proxy statement and a proxy card or a notice of internet availability were sent to our shareholders on or about April 16, 2021. When we refer to our 2021 Annual Meeting of Shareholders (the “Meeting” or the “Annual Meeting”) we are also referring to any meeting that results from an adjournment of the Annual Meeting.

Governance of the Company

Integrity, respect and responsibility are not just guiding principles for us. They unify and inspire us to help people to take charge of their lives. Our Board is responsible for directing and overseeing the management of the Company’s business in the best interests of our shareholders, our many other stakeholders and consistent with good corporate citizenship. In carrying out its responsibilities, the Board provides oversight for the process of selecting and monitoring the performance of senior management, provides oversight for financial reporting and legal and regulatory compliance, determines the Company’s governance guidelines, and implements its governance policies. The Board, together with management, is responsible for establishing our values and code of conduct and for setting the Company’s strategic direction and priorities.

Board Structure and Leadership

Our Board has eleven members, ten of whom are non-employees, or outside directors. The Board has determined that all ten outside directors are independent, as discussed below.

The Board has no set policy requiring separation of the offices of CEO and Chairman of the Board (“Chairman”). It believes that the decision on whether or not to separate these roles should be part of the regular succession planning process and be made based on the best interests of the Company at the given time.

Currently, we separate the roles of CEO and Chairman in recognition of the differences between these roles. The CEO is responsible for setting the Company’s performance and strategic direction and for day-to-day leadership, while the Chairman provides guidance to the CEO and management, reviews and approves the agenda for the Board meetings, has the opportunity to review, revise and approve all Board meeting materials, acts as the key liaison between the Board and management, and presides over meetings of the full Board and of the independent directors. He also has the authority to call special meetings of the Board and is available to meet or otherwise communicate with major shareholders, when appropriate. During our shareholder engagement over the last several years, many of our shareholders expressed support for the current leadership structure and the ability of the Board to retain flexibility to select the most appropriate board leadership structure based on the best interests of the Company at the given time.

The Board elects the Chairman annually. Independent director William H. Cunningham has served as our Chairman since 2009.

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Board’s Role in Risk Oversight  ◾  Governance

Board’s Role in Risk Oversight

Enterprise risk management is an integral part of our business processes. Senior management is primarily responsible for establishing policies and procedures designed to assess and manage the Company’s significant risks. We also have a Corporate Enterprise Risk and Capital Committee, made up of members of senior management and the Chief Risk Officer, which provides oversight of our enterprise-wide risk structure and of our processes to identify, measure, monitor and manage significant risks, including credit, market and operating risk. The Board’s role is regular oversight of the overall risk management process, including reviews of operational, financial, legal and regulatory, cybersecurity, compensation, strategic and competitive risks. The Board reviews the most significant risks the Company faces and the manner in which our executives manage these risks, which, during 2020, involved oversight of the Company’s response to the risks related to the COVID-19 pandemic. The Board has also delegated certain of its risk oversight efforts to its committees, as shown below. This structure enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. We believe that the separation of the Chairman and CEO roles supports the Board’s oversight role.

Board and Committees: Areas of Risk Oversight

Our Corporate Governance Guidelines

The Board’s Corporate Governance Guidelines (the “Guidelines”) provide a framework for effective corporate governance and set expectations for how the Board should perform its functions. The Guidelines include the following key principles:

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Governance  ◾  Our Corporate Governance Guidelines

The full texts of our Guidelines and committee charters are available on the Corporate Governance page of our website at www.lfg.com.

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Director Independence  ◾  Governance

Director Independence

Under the Corporate Governance Guidelines, a majority of our directors must at all times be “independent” and meet the NYSE listing standards regarding independence as incorporated in our Guidelines. Among other things, these standards require the Board to determine that our independent directors have no material relationship with Lincoln other than as directors.

Applying these standards, the Corporate Governance Committee and the Board have reviewed the independence of each director and director nominee and the Board has determined that:

In conducting its independence review, the Board will consider, among other things, transactions and relationships between each outside director (or any member of his or her immediate family) and us or our subsidiaries and affiliates. The Board takes into account that in the ordinary course of business, we conduct transactions with companies at which some of our directors are or have been directors, employees or officers. Transactions that are in the ordinary course of business on terms substantially equivalent to those prevailing at the time for comparable transactions and that fall below the threshold levels set forth in our independence standards do not impact a director’s independence under our standards.

Director Nomination Process

Under our Corporate Governance Guidelines, the Board is responsible for selecting its nominees. The Corporate Governance Committee is charged with:

Director Qualifications

The Corporate Governance Committee reviews with the Board the appropriate skills and characteristics required of directors in the context of the Board’s current make-up and each director nominee’s ability to oversee the Company’s strategies and risks. In addition to considering a candidate’s background, experience and professional accomplishments, the Board looks for individuals with, among other attributes, integrity, business acumen, specific skills (such as an understanding of marketing, finance, accounting, regulation and public policy), and a commitment to our shared values.

In addition, although the Board does not have a formal diversity policy, our Guidelines specify that the Corporate Governance Committee should consider diversity in the director identification and nomination process. As a result, the Corporate Governance Committee seeks nominees with a broad diversity of backgrounds, experiences, professions, education and differences in viewpoints and skills in addition to diversity of gender, race and ethnicity. Its goal is to ensure that the directors, as a group, provide a substantive blend of experience, knowledge and ability that enables the Board to fulfill its responsibilities in a constructive environment. In the annual evaluation of the Board and committees, the Board considers whether the members of the Board reflect such diversity and whether such diversity contributes to a constructive environment.

As set forth in our Guidelines, Board refreshment over time is critical to ensuring that the Board as a whole maintains the appropriate balance of tenure, diversity, skills and experience needed to provide effective oversight in light of the Company’s current and long-term strategic needs. The Board does not believe that arbitrary term limits for directors based on age or years of service are appropriate, as they can result in the Company losing the valuable contribution of directors who have over time developed increased insight into the Company and its operations. The Company benefits from a mix of these experienced directors with a deep understanding of the Company and newer directors who bring fresh perspectives. However, a director’s service should not outlast his or her ability to contribute, and consequently the Board does not believe that directors should expect to be renominated continually. Each director’s

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Governance  ◾  Annual Board, Committee and Individual Director Evaluations

continued tenure is reconsidered annually, taking into account the results of the Board’s annual self-evaluation, annual individual director peer evaluations, results of voting by shareholders in annual director elections and the Company’s needs.

The Board regularly evaluates the need for Board refreshment and has retained an outside search firm to identify and evaluate potential director candidates. Three new diverse directors have been elected to our Board in the last five years. The Board will continue to review its composition and structure, balancing the need for continuity and experience with fresh ideas and perspectives.

Director Nominee Selection Process

The Corporate Governance Committee begins the nomination process each year by deciding whether to renominate current directors, as all directors are up annually for nomination and election by our shareholders. This includes an individual assessment of each director who will be up for reelection the following year. The Corporate Governance Committee then reviews the results of the individual director assessments and considers for renomination those Board members whose skills and experience continue to be relevant to our business and whose performance for the most recent term has also been favorably assessed.

When identifying potential director candidates — whether to replace a director who has retired or resigned or to expand the Board to gain additional capabilities — the Corporate Governance Committee determines the skills, experience and other characteristics that a potential nominee should possess (in light of the composition and needs of the Board and its committees, including whether or not the nominee would be considered “independent” under SEC rules and NYSE listing standards) and seeks candidates with those qualifications. The Committee is also assisted in identifying potential candidates by an independent third-party search firm that recommends potential director candidates who meet the Board’s stated requirements.

Although not required to do so, the Corporate Governance Committee may consider candidates proposed by our directors or our management and has also retained an outside firm to help identify and evaluate potential nominees. The Corporate Governance Committee will also consider nominations from shareholders. Such nominations must be submitted in writing to our Corporate Secretary at our principal executive office, and must include the same information that would be required for a candidate to be nominated by a shareholder at a meeting of shareholders as described under “General Information – Shareholder Proposals for the 2022 Annual Meeting” on page 95 and in our Amended and Restated Bylaws (“bylaws”), which can be found on our website at www.lfg.com. Any such recommendation for next year’s director slate must be received by the Corporate Secretary no earlier than February 3, 2022, nor later than March 5, 2022.

Our proxy access bylaws permit a shareholder, (or a group of up to 20 shareholders) owning shares of our outstanding common stock representing at least 3% of the votes entitled to be cast on the election of directors, to nominate and include in our proxy materials director candidates constituting up to 20% of the Board. The nominating shareholder or group of shareholders must have owned their shares continuously for at least three years, and the nominating shareholder(s) and nominee(s) must satisfy other requirements specified in our bylaws.

If the Corporate Governance Committee determines that it should conduct a full evaluation of a prospective candidate, including an interview, one or more members of the Corporate Governance Committee will do so, and other directors may be asked to interview the candidate as well. Upon completing the evaluation and the interview, the Corporate Governance Committee recommends to the Board whether to nominate the candidate.

The nominee evaluation process is the same whether the nomination comes from a Board member, management or a shareholder. If the Corporate Governance Committee recommends a shareholder nominee to the Board, the Board may — as with any nominee — either accept or reject the recommendation.

Annual Board, Committee and Individual Director Evaluations

Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Accordingly, every year, our Corporate Governance Committee oversees a Board, Committee and individual director evaluation process, which is designed to elicit feedback and recommendations from the directors that will improve the effectiveness of the Board.

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Shareholder Engagement and Response to Feedback  ◾  Governance

In general, our Board evaluations cover a variety of topics including the Company’s strategy, financial performance, risk management and succession planning, as well as:

Each year, the Corporate Governance Committee reexamines the evaluation process to ensure that the process allows directors the opportunity to provide actionable feedback on the functioning of the Board as a whole as well as the performance of individual directors. In 2020, for the second year in a row, the Corporate Governance Committee engaged an independent third party to conduct the annual self-evaluations to gain a fresh perspective and encourage even more candid participation and feedback. The Corporate Governance Committee plans to continue to use an independent third party for the evaluations going forward.

The independent third party conducted individual interviews with each director, covering the topics discussed above, and, after aggregating and summarizing the responses, delivered a report to the Corporate Governance Committee highlighting comments and areas of future focus. Responses were not attributed to specific Board or Committee members to promote candor. Our Chairman shared the report with the full Board and discussed the results of the Board and Committee evaluations with the full Board during executive session.

Each director also participates in an annual individual director peer evaluation through which the director assesses the performance of and provides feedback on his or her fellow directors. The peer evaluations were also conducted by the independent third party for 2020. As discussed above, the Corporate Governance Committee reviews the results of these individual director assessments, as well as of the Board Committee evaluation results, when considering each director’s continued service on the Board.

Shareholder Engagement and Response to Feedback

We value our shareholders’ view and insights. During 2020, we continued to expand our proactive shareholder engagement program, which complements the ongoing dialogue throughout the year among our shareholders, CEO, CFO and Investor Relations team on financial and strategic performance. Our engagement program is designed to reach out to our shareholders and hear their perspectives about issues that are important to them, both generally and with regard to the Company, and gather feedback. We believe this engagement program promotes transparency between our Board and our shareholders and builds informed and productive relationships. In the fall of 2020, we reached out to investors representing over 48% of our shares outstanding, and substantively engaged with investors representing more than 35% of our outstanding shares, which included participation by the Chair of our Corporate Governance Committee in select conversations. For more information about our 2020 shareholder engagement and response to shareholder feedback, see pages 39-40.

The Company has a history of being responsive to shareholder feedback. In addition to our most recent compensation-related actions discussed on page 40, in 2019, in response to shareholder feedback, the Company made available through its website and its 2018 Corporate Social Responsibility Report a gender pay equity statement, and in 2018, based in part on feedback received, the Board took action to amend the Company’s bylaws to reduce to 10% the percentage of outstanding stock required for shareholders to call a special meeting.

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Governance  ◾  Board and Committee Meetings

Board and Committee Meetings

The Board met seven times during 2020, and, with the exception of Mr. Davis, each director attended 75% or more of the aggregate of: (1) the total number of Board meetings and (2) the total number of meetings held by committees on which he or she served. Mr. Davis was elected to the Board in August 2020, and he attended two of the three Board meetings held after the date he joined, missing one Board meeting due to a family emergency. In addition, although Mr. Davis was not formally appointed to the Board’s Audit and Corporate Governance Committees until November 12, 2020, he attended the meetings of those committees that were held on November 3 and November 11, 2020.

Although the Board does not have a formal policy that requires directors to attend our Annual Meeting of Shareholders, directors are encouraged to attend. All of the Company’s directors attended the 2020 Annual Meeting.

Board Committees

The Board has six standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance Committee, the Executive Committee, the Finance Committee, and the Committee on Corporate Action. The table below lists the directors who currently serve on these committees and the number of meetings each committee held during 2020. The Audit, Compensation, Corporate Governance, and Finance Committees conduct self-evaluations of their committee’s performance each year.

⬛  Shaded cells denote committee chair.

The functions and responsibilities of our Board’s standing committees are described below. Charters for the Audit, Compensation, Corporate Governance, Executive, and Finance Committees are available on the Governance section of our website at www.lfg.com.

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Board Committees  ◾  Governance

Audit Committee

Chair: Lachman

Members: Connelly, Davis, Henderson and Kelly

The primary function of the Audit Committee is oversight, including risk oversight. This includes:

The Board has determined that two of its Audit Committee members, Reginald E. Davis and Gary C. Kelly, qualify to be named as “audit committee financial experts” under SEC rules. The Audit Committee may obtain advice and assistance from internal or external legal, accounting or other advisers.

More information regarding the Audit Committee, including the Audit Committee Report, can be found under “Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 29.

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Governance  ◾  Board Committees

Compensation Committee

Chair: Pittard

Members: Cunningham, Johnson and Mee

The principal functions of the Compensation Committee include:

The Compensation Committee may retain or obtain advice on executive compensation-related matters from a compensation consultant, outside legal counsel or other adviser. The committee is directly responsible for appointing, compensating and overseeing the work of any such advisers and must consider certain independence factors before hiring them. More information concerning the Compensation Committee, including the role of its compensation consultant and our executive officers in determining or recommending the amount or form of executive compensation, can be found in the “Compensation Discussion & Analysis” section beginning on page 33.

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Board Committees  ◾  Governance

Corporate Governance Committee

Chair: Connelly

Members: Cunningham, Davis, Johnson and Utter

The principal functions of the Corporate Governance Committee include:

The Corporate Governance Committee may hire and terminate search firms; approve any search firm’s fees and terms of retention; and seek advice and assistance from internal or external legal, accounting or other advisers.

Executive Committee

Chair: Cunningham

Members: Glass, Johnson and Mee

The principal function of the Executive Committee is to act for the Board, when necessary, between Board meetings. In such instances, the Executive Committee may act for the Board in managing and directing the Company’s business and affairs, except for matters expressly delegated to another committee or the full Board. The Executive Committee reports any actions it takes to the Board as soon as practicable.

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Governance  ◾  Board Committees

Finance Committee

Chair: Johnson

Members: Cunningham, Henderson, Kelly, Mee and Utter

The principal functions of the Finance Committee include:

The Finance Committee may seek advice and assistance from internal or external legal, accounting or other advisers.

Committee on Corporate Action

The Committee on Corporate Action was formed to delegate to the sole member, the CEO, the authority to take certain actions on behalf of the Board in accordance with limits set by the Board. The principal functions that have been delegated to the Committee on Corporate Action include:

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Diversity and Inclusion  ◾  Governance

Diversity and Inclusion

Our Board of Directors provides executive oversight of stated priorities, progress and strategic plans to support diversity and inclusion across the enterprise, receiving executive management reports twice a year. A short-term standalone committee, comprised of both directors and members of management, was formed during 2020 specifically to address diversity and inclusion at Lincoln and reports to the Board quarterly. See page 35 for more information on our diversity and inclusion initiatives.

Corporate Social Responsibility and Sustainability

The Corporate Governance Committee of our Board of Directors provides oversight of our sustainability and corporate social responsibility strategy, receiving executive management reports about environmental, social and governance (“ESG”) risks at least annually. ESG risks, including climate change, are integrated into the company-wide risk management system, including risk self-assessments and identification of emerging risks. Enterprise risk management is overseen by the Audit Committee.

Director Orientation and Continuing Education

Director education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our Company, including our business, strategy and governance. New directors participate in an orientation program with senior business and functional leaders from all areas of the Company, during which there is discussion of strategic priorities and key risks and opportunities. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the insurance and financial services industries, both from senior management and from experts outside of the Company, for example at our annual Board retreat. We also encourage directors to enroll in continuing education programs sponsored by third parties at our expense.

Communications with Directors

Shareholders and others who wish to communicate with the full Board or its outside (nonexecutive) directors may do so by sending a letter to either “The Board of Directors” or “The Outside Directors,” as appropriate, via email to independentdirectors@lfg.com or by mail at our principal executive offices:

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA 19087

Attention: Office of the Corporate Secretary

Our Corporate Secretary receives and processes all communications and will refer applicable communications to the Chairman. If a communication relates to possible violations of our Code of Conduct or contains concerns or complaints regarding our accounting, internal auditing controls, auditing matters, potential violations of securities laws or other related concerns, it will be referred to the Audit Committee, which has a policy for the receipt and treatment of such complaints. The policy can be found on our website at www.lfg.com.

You may communicate with the Board anonymously and/or confidentially. However, if you submit your communication anonymously, we will not be able to contact you in the event we require further information. Also, while we will attempt to preserve your confidentiality whenever possible, we cannot guarantee absolute confidentiality.

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