LNC Lincoln National Corporation

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Cash Severance Policy

On February 15, 2023, the Board of Directors (the “Board”) of Lincoln National Corporation (the “Company” or “LNC”) adopted a policy (the “Cash Severance Policy”) that the Company will not enter into any new employment agreement, severance agreement or separation agreement with any executive officer, or establish any new severance plan or policy covering any executive officer, that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity without seeking shareholder ratification of such agreement, plan or policy.  In addition, the Cash Severance Policy provides that the Company will not amend (i) the LNC Executives’ Severance Benefit Plan (the “LNC CoC Plan”) to increase the level of cash severance benefits currently provided under the LNC CoC Plan or (ii) The Severance Plan for Officers of LNC (the “Officers’ Severance Plan”) to increase to an amount in excess of 2.99 times the sum of the executive officer’s base salary plus target bonus opportunity the cash severance benefits currently provided under the Officers’ Severance Plan, in each case without seeking shareholder ratification of such amendment.

The foregoing description of the Cash Severance Policy adopted by the Board is qualified in its entirety by reference to the policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Compensation of Chief Financial Officer

On February 15, 2023, the Compensation Committee of the Board approved the compensation for the Company’s new Chief Financial Officer, Christopher Neczypor, who assumed the role effective February 17, 2023, as previously disclosed on a Current Report on Form 8-K filed by the Company on February 8, 2023.

Mr. Neczypor will receive an annual base salary of $800,000 and a target award of 134% of his base salary under the Company's 2023 annual incentive program (“AIP”). In addition, for 2023, he will receive a target award of $1,825,000 under the Company's long-term incentive program (“LTIP”). The AIP and LTIP are both established under our shareholder-approved Lincoln National Corporation 2020 Incentive Compensation Plan.  The Committee established the performance measures and target performance goals for the 2023 AIP and 2023 LTIP at its regular meeting on February 15, 2023. Any awards under the AIP and LTIP will be paid out after the end of the applicable performance period only upon the Committee's determination that threshold performance has been achieved for the performance measures.

Mr. Neczypor will continue to be eligible to participate in the LNC CoC Plan and the Officers’ Severance Plan, both of which are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 14, 2022.