Independent
Tenure on this board
10.0 yrs
Also a director at
Macy's Inc (M)Sarepta Therapeutics Inc (SRPT)
10 nominees · 4 ballot items.
Elect ten directors; ratify Ernst & Young as independent auditors; approve a non-binding advisory resolution on named executive officer compensation; and vote on a shareholder proposal to amend governing documents to require an independent (non‑executive) chairman.
Elect ten directors to the Board for a one-year term expiring at the 2027 Annual Meeting.
Ratify the appointment of Ernst & Young LLP as Lincoln’s independent registered public accounting firm for fiscal year 2026.
An advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion & Analysis and related pay tables.
This management proposal asks shareholders to cast an advisory vote approving the compensation paid to the company’s named executive officers as disclosed in the CD&A and compensation tables. Management seeks this non‑binding approval to gauge shareholder support for its pay-for-performance program, which emphasizes a large at‑risk component (AIP and LTI) and multiyear performance measures. The Compensation Committee emphasizes that executive pay is tied to Income from Operations per Share, Business Unit sales and capital usage, controllable costs, actions to improve distributable earnings, and strategic priorities for annual incentives, and to Operating ROE and Relative TSR for long‑term awards. Management also highlights a one‑time CEO performance‑oriented equity award designed to retain the CEO and align pay with ambitious stock‑price hurdles and multiyear service requirements. The Board’s recommendation to vote FOR is grounded in its view that the program aligns executives’ incentives with long‑term shareholder value, includes governance safeguards (clawbacks, share ownership guidelines, no repricing without shareholder approval), and reflects shareholder engagement feedback. Opponents of say‑on‑pay typically cite concerns about magnitude, retention awards, or specific metrics; the company counters with disclosure and engagement history, including that the 2025 say‑on‑pay received strong prior support and that the Committee consulted independent advisors. While the vote is non‑binding, a FOR vote signals shareholder endorsement of the overall compensation framework and supports the Board and Compensation Committee’s continued use of the current metrics and award structures. Given the mix of formulaic metrics and Committee discretion, shareholders should read the CD&A for details on targets, actual performance and the special CEO award to assess alignment with long‑term value creation.
A shareholder proposal requesting the Board adopt a policy (and amend governing documents as necessary) to separate the roles of Chairman and CEO permanently and require the Chairman be an independent director.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bain Capital Prairie, LLC | 9.81% | 18,759,497 | $666M |
| 2 | BlackRock, Inc. | 7.53% | 14,396,525 | $511M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.44% | 10,409,654 | $370M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 8,270,901 | $294M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.80% | 7,272,604 | $258M |
| 6 | STATE STREET CORP | 3.08% | 5,891,295 | $209M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.61% | 4,982,196 | $177M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.23% | 4,272,026 | $152M |
| 9 | JENNISON ASSOCIATES LLC | 1.66% | 3,170,501 | $113M |
| 10 | BlackRock, Inc. | 1.50% | 2,865,458 | $102M |
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