LINCOLN NATIONAL CORP (Form: 8-K, Received: 02/08/2023 16:16:15)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 3, 2023

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)


Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150 N. Radnor Chester Road, Radnor, PA 19087

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (484) 583-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

__________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	LNC	New York Stock Exchange
Depositary Shares, each representing a 1/1000^th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D	LNC PRD	New York Stock Exchange

__________________________________

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On February 8, 2023, Lincoln National Corporation (the “Company”) announced that Christopher Neczypor will be appointed Executive Vice President, Chief Financial Officer, effective February 17, 2023. Mr. Neczypor, who currently serves as Executive Vice President, Chief Strategy Officer, will succeed Randal J. Freitag. Mr. Freitag will continue to serve in his current role until February 17, 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Mr. Neczypor, age 42, has served as Chief Strategy Officer since November 2021. He previously served in the role of Senior Vice President and Head of Investment Risk and Strategy from April 2018, when he joined the Company, until November 2021. Prior to joining the Company, Mr. Neczypor was an investor with Kingdon Capital Management, a hedge fund, from May 2014 to April 2018, where he was responsible for an investment portfolio focused on investments in insurance companies and alternative investments. Prior to joining Kingdon, he served in similar roles at other investment firms with a focus on the insurance industry. Mr. Neczypor started his career as an auditor at PWC in their insurance practice. Mr. Neczypor does not have any relationship requiring disclosure under Item 404 of Regulation S-K.

Mr. Freitag will continue to serve as an advisor to Mr. Neczypor until his departure from the Company on March 31, 2023. His termination of employment at the end of March will trigger payments to him, vesting acceleration of certain equity awards and retirement benefits pursuant to the previously disclosed terms of the Severance Plan for Officers of Lincoln National Corporation.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.



Exhibit Number	Description
99.1	Press Release dated February 8, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


				LINCOLN NATIONAL CORPORATION

				By	/s/ Nancy A. Smith
				Name:	Nancy A. Smith
				Title:	Senior Vice President and Secretary

Date: February 8, 2023

Exhibit 99.1

LINCOLN FINANCIAL GROUP APPOINTS CHRISTOPHER NECZYPOR CHIEF FINANCIAL OFFICER

Tom Faenza appointed Chief Strategy Officer

RADNOR, Pa., February 8, 2023 – Lincoln Financial Group (NYSE: LNC) today announced that Christopher Neczypor will be appointed Executive Vice President, Chief Financial Officer, effective February 17, 2023. Neczypor, who currently serves as Executive Vice President, Chief Strategy Officer, will succeed Randal Freitag, who is leaving the company. Freitag will remain with Lincoln Financial through the end of the first quarter of 2023 and will work closely with Neczypor to ensure a smooth transition.

Neczypor will continue to report to President and CEO Ellen Cooper and will continue to be a member of the company’s Senior Management Committee. He will be responsible for corporate finance, corporate tax, corporate actuarial, accounting, treasury, investor relations, mergers and acquisitions and corporate development.

“Chris has extensive life insurance and financial industry experience – he brings background as a strategic leader inside insurance organizations as well as an external perspective from his time working in the life insurance sector as an analyst and investor. Throughout his career, he has cultivated an incredibly deep knowledge of the complexities of insurance financials,” said Cooper. “Since joining Lincoln in 2018, he has made many significant and valuable contributions to the organization including quarterbacking the shift to our enterprise strategic objectives, and with his eye for outstanding talent, building and developing several strong and experienced teams. Chris and I have worked alongside each other for five years, and I know that with his deep financial acumen, analytical expertise, and knowledge of our business he will be an excellent financial steward as we further strengthen our capital position and build for the future of Lincoln.”

Neczypor has more than 20 years of industry experience. He joined Lincoln Financial in 2018 as Head of Investment Risk and Strategy, a role in which he worked closely with the company’s businesses in developing asset strategies alongside new product development and asset and liability management (ALM) needs. He also oversaw the company’s Structured Credit and Alternative Investment portfolios, accelerating growth strategies and expanding portfolio construction frameworks. Neczypor was named Chief Strategy Officer in 2021, and in this role he shaped and led the organization’s long-term enterprise strategic direction and built dedicated teams focused on corporate development and mergers and acquisitions, which will move with him as he steps into the CFO role.

Over the course of his career, Neczypor has specialized in the insurance industry. Before joining Lincoln Financial, he held portfolio management and investment roles at both Kingdon Capital Management and Emrys Partners. Earlier in his career, Neczypor was the senior sell-side analyst for insurance at Goldman Sachs. His deep knowledge of Lincoln Financial dates back 15 years throughout his time as an analyst and investor, covering the life insurance sector. He started his career as a Certified Public Accountant at PricewaterhouseCoopers (PwC), auditing and providing assurance work for global insurance clients. Neczypor holds a Bachelor of Science in finance and accounting from Lehigh University.

“I’m tremendously honored to step into this role, particularly during such a pivotal moment in time for our organization,” said Neczypor. “We have an outstanding team with deep experience and a powerful blend of financial discipline, analytical focus and strategic vision, and I am looking forward to building on my strong partnership with Ellen and team as we work to fortify our capital position, drive growth across the enterprise and ultimately build the Lincoln Financial of tomorrow.”

With Neczypor’s appointment, Tom Faenza, currently Senior Vice President, Office of the CEO, will be expanding his responsibilities and taking on the role of Senior Vice President, Chief Strategy Officer. The company’s enterprise long-term strategic planning function will report to Faenza, and Faenza will report directly to Cooper. In this role, Faenza will drive the continued development of Lincoln Financial’s long-term strategic plan.

Faenza has been with Lincoln for more than 30 years and has deep industry experience and a strategic planning background. He previously led Lincoln’s Strategy, Consumer Research and Innovation teams for eight years, and has also held a variety of leadership roles across the company’s business lines and corporate functions – building a truly enterprise strategic view. He holds a Bachelor of Science in finance from Babson College.

“On behalf of everyone at Lincoln, I want to thank Randy for his nearly three decades of dedication to the company and his commitment to our mission of providing financial protection and security to Americans and their families,” continued Cooper. “We have greatly valued his strategic insights, and we wish him all the best as he embarks on his next chapter.”

About Lincoln Financial Group

Lincoln Financial Group provides advice and solutions that help people take charge of their financial lives with confidence and optimism. Today, approximately 16 million customers trust our retirement, insurance and wealth protection expertise to help address their lifestyle, savings and income goals, and guard against long-term care expenses. Headquartered in Radnor, Pennsylvania, Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. The company had $270 billion in end-of-period account

values as of September 30, 2022. Lincoln Financial Group is a committed corporate citizen included on major sustainability indices including the Dow Jones Sustainability Index North America and FTSE4Good and ranks among Newsweek’s Most Responsible Companies. Dedicated to diversity, equity and inclusion, we are included on transparency benchmarking tools such as the Corporate Equality Index, the Disability Equality Index and the Bloomberg Gender-Equality Index. Committed to providing our employees with flexible work arrangements, we were named to FlexJobs’ list of the Top 100 Companies to Watch for Remote Jobs in 2022. With a long and rich legacy of acting ethically, telling the truth and speaking up for what is right, Lincoln was recognized as one of Ethisphere’s 2022 World’s Most Ethical Companies®. We create opportunities for early career talent through our intern development program, which ranks among WayUp and Yello’s annual list of Top 100 Internship Programs. Learn more at: www.LincolnFinancial.com. Follow us on Facebook, Twitter, LinkedIn, and Instagram. Sign up for email alerts at http://newsroom.lfg.com.

Media Contact:

Amy Ponticello
484-269-7151
Amy.Ponticello@lfg.com