Lockheed Martin Corp DEF 14A, filed Mar 27, 2025

Lockheed Martin Corp (LMT)

DEF 14A 2025-03-27 For: 2025-05-09

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Added on June 12, 2026

About this DEF 14A

Lockheed Martin Corp filed this DEF 14A on March 27, 2025.

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			☑						Filed by the Registrant
			☐						Filed by a Party other than the Registrant

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			☐						Preliminary Proxy Statement
			☐						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
			☑						Definitive Proxy Statement
			☐						Definitive Additional Materials
			☐						Soliciting Material under § 240.14a-12


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ABOUT LOCKHEED MARTIN			1

PROXY STATEMENT VOTING ROADMAP			4

CORPORATE GOVERNANCE			7

Governance Highlights			8
Board Leadership Structure			9
Board Committees			10
Director Independence and Related Person Transactions			13
D irector Engagement			15
Board Accountability to Stockholders			15
Board Oversight of Risk			19
Board Oversight of our Business and People Strategy			23
Board Oversight of Sustainability			24

DIRECTOR NOMINEES			28

PROPOSAL 1: ELECTION OF DIRECTORS			29

Director Nominee Snapshots			29
Director Nominees’ Strategic Skills, Core Competencies and Attributes			30
Director Nominee Biographies			33
Director Nomination Process			38
Director Commitments, Onboarding and Stock Ownership Guidelines			39
Director Compensation			40
EXECUTIVE COMPENSATION			42

PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR N AMED E XECUTIVE O FFICERS (SAY-ON-PAY)			43
Compensation Committee Report			43
Compensation Discussion and Analysis			44
Summary Compensation Table			60
Other Executive Compensation Information and Tables			62
CEO Pay Ratio			71
Pay Versus Performance			72
AUDIT MATTERS			75

PROPOSAL 3 : RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			76
Audit Committee Report			78
STOCKHOLDER PROPOSALS 4-6			79

OTHER INFORMATION			87

Security Ownership of Management and Certain Beneficial Owners			88
Frequently Asked Questions			90
Appendix A: Definition of Non-GAAP Measures			97
Disclosure Regarding Forward-Looking Statements			99



			Frequently Requested Information

			Artificial Intelligence			21

			Board Attendance			15

			Board Leadership Structure			9

			Board Oversight of Risk			19

			Board Performance Assessment			15

			Climate and Environmental Stewardship			26

			Compensation Discussion and Analysis			44

			Cybersecurity			21

			Director Compensation			40

			Director Nominees’ Strategic Skills, Core Competencies and Attributes Matrix			32

			Director Nominee Biographies			33

			Human Rights			22

			Oversight of Director Commitments			39

			Political and Public Policy Activities			21

			Stockholder Engagement Program			16

			Summary Compensation Table			60


Corporate Governance

Governance Highlights						8
Board Leadership Structure						9

The Board has determined that a combined Chairman and CEO role along with a strong independent Lea d Director best serves our current business needs						9
The Board has vested significant authority with the independent Lead Director						9

Our independent directors hold executive sessions without management present and provide direct feedback to the Chairman and CEO						10
Board Committees						10

Director Independence and Related Person Transactions						13
Director independence is a central tenet of our Company’s strong governance practices						13

We transparently assess and disclose related person transactions						14

Director Engagement						15
Our directors actively attend and participate in Board meetings						15
The directors self-assess their performance annually						15
Board Accountability to Stockholders						15
We have a dynamic stockholder engagement cycle						16

We elect directors using a majority standard in uncontested elections						18
Our stockholders have the right to amend our Bylaws						18
We have adopted proxy access in our Bylaws						18
Our stockholder s have the right to call a special meeting						18
We have no poison pill						18
Board Oversight of Risk						19
The Board applies a sophisticated risk oversight model						19

The Board evaluated numerous dynamic and e merging risk f ocus areas in 2024						21
We lead the way in applying robust cybersecurity to protect our business						21
We apply ethics, prudence and training to oversee and deploy artificial intelligence						21
Our political activities are transparent and consistent with our values						21
Our core business protects — and our business practices respect — human rights						22
Board Oversight of our Business and People Strategy						23
The Board takes an active role in overseeing strategic planning						23
The Board discusses management succession planning regularly						23
Our people strategy is an integral part of our business strategy						24

Board Oversight of Sustainability						24

We integrate sustainability governance through a risk-management lens						25
Our comprehensive sustainability management plan creates value						26
We are committed to promoting climate and environmental stewardship						26
We engage with our supply chain to enhance their sustainability efforts						27
We are recognized for our transparent corporate sustainability disclosures						27



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 9, 2025: The 2025 Proxy Statement and 2024 Annual Report are available at www.edocumentview.com/LMT.


			March 27, 2025 Dear Fellow Stockholders:
			Lockheed Martin’s performance in 2024 reinforced our position as a trusted national asset, embodying American innovation, ingenuity and exploration. Our 120,000 teammates worked every day to advance capabilities that enhance deterrence to armed conflict and provide our customers with a decisive advantage in an increasingly complex and threatening global environment. Time and again, our mission-based solutions performed when our customers needed them most, advancing U.S. and allied interests and protecting our citizens. Our 21st Century Security® strategy drives this continued innovation to ensure our customers always stay ahead of potential adversaries. Integrating digital technologies like 5G, artificial intelligence (AI), distributed cloud computing, and software-defined networks into the national defense enterprise delivers more advanced capabilities with greater speed, resiliency and interoperability. In 2025, we will continue to rapidly execute our 21st Century Security vision to build a more advanced, resilient and interoperable defense industrial base poised to meet the needs of our nation and its allies. I recognize our company’s successes and the opportunities ahead would not be possible without your ongoing investment and support as our shareholders, the dedication and excellence of our Lockheed Martin workforce, and the oversight and engagement of your board of directors. Gen. Bruce Carlson, a director for the past ten years, has reached our mandatory retirement age and will not stand for reelection this year; I thank him for his service to our company and, in particular, his work to champion our 1LMX transformation efforts. Lockheed Martin is well positioned to deliver proven capabilities that will defeat even the most modern threats to national security. We anticipate our growth in 2024 to continue in 2025 and the years ahead. As we look to the future, we remain committed to achieving peace through strength, while collaborating with our U.S. government partners and allies to foster a safer and more secure world in the years to come. Sincerely, James D. Taiclet Chairman, President and Chief Executive Officer

“Time and again, our mission-based solutions performed when our customers needed them most, advancing U.S. and allied interests and protecting our citizens.”


March 27, 2025 Dear Fellow Stockholders:
As Independent Lead Director of our Company’s Board of Directors. I am privileged to be able to work with my fellow directors, who bring a rich mix of experiences and service to Lockheed Martin. This balance of background and familiarity with the Company and its industry provides management with fresh perspectives and seasoned insights. In 2024, the Board welcomed Dr. Heather Wilson and Adm. John Aquilino (U.S. Navy, Retired) to the Board. Both directors have made immediate contributions. Ilene Gordon and Jeh Johnson both left the Board in 2024 after serving the Company and our stockholders with great distinction. Our Board seeks to maintain the deep leadership experience, broad-based expertise and service to our nation necessary to provide effective oversight of our Company’s broad portfolio, game-changing innovation, and commitment to keeping our customers Ahead of Ready. My focus is to ensure the Board closely monitors the Company’s operational performance and participates in a robust succession planning process that attracts, develops, and retains the next generation of leadership within Lockheed Martin. The Board regularly reviews the strategic and programmatic issues facing the Company, discusses the risk environment the Company is operating in and plans for management succession and director refreshment. The Board provides feedback to Jim Taiclet, our Company’s Chairman of the Board, President and CEO, and receives input from our Company’s stockholder engagements. These collective efforts enable us to oversee the Company today and shape it for tomorrow. On a personal note, I am proud to serve this Company with my fellow directors and believe deeply in its important national security mission. I look forward to continuing to represent you on the Board and thank you for your trust and investment in Lockheed Martin. Sincerely, Thomas J. Falk Independent Lead Director

			“Lockheed Martin will advance its 21st Century Security strategy and ensure the next generation of leadership is prepared to keep our customers Ahead of Ready.”


Director independence is a central tenet of our Company’s strong governance practices The Governance Committee annually reviews the independence of all directors and reports its findings to the full Board. Under the NYSE listing standards and our Governance Guidelines, a director is not independent if the director has a direct or indirect material relationship with the Company. To further clarify this, the Board has adopted director independence standards in our Governance Guidelines that identify certain types of relationships between the Company and directors (and their immediate family members or affiliated entities) it deems to be either material or not material for purposes of assessing a director’s independence. If a director has a relationship with the Company that is not addressed in the independence standards, then the independent members of the Board would determine whether the relationship is material. All of our directors are independent except for our Chairman and CEO The Board has determined that all of our directors are independent under applicable NYSE listing standards and our Governance Guidelines except Mr. Taiclet, our Chairman, President and CEO. The Governance Committee also concluded that all members of the Audit, CBS, Compensation and Governance Committees are independent within the meaning of the NYSE listing standards, including the additional independence requirements applicable to members of the Audit Committee and Compensation Committee. As part of its independence assessment, the Board considered the relationships identified as potentially relevant transactions on the directors’ questionnaires. The only transaction that was a related person transaction under our Governance Guidelines and policy is the employment of Gen. Carlson’s son (described under “Related person transactions” on page 14). The Governance Committee and Board considered that the Company, in the ordinary course of business, purchases products and services from, or sells products and services to, entities at which some of our directors - or their immediate family members - are or have been directors, officers, employees or otherwise related. In determining that these relationships did not affect the independence of those directors, the Board considered that none of the directors had any direct or indirect material interest in, or received any special compensation in connection with, the Company’s business relationships with those entities. The Governance Committee and the Board relied on the director independence standards included in our Governance Guidelines to conclude that contributions to tax-exempt organizations by the Company did not create any direct or indirect material interest when assessing director independence.


						DIRECTOR NOMINEE INDEPENDENCE

						90%
						Independent John C. Aquilino David B. Burritt John M. Donovan Joseph F. Dunford, Jr. Thomas J. Falk Vicki A. Hollub Debra L. Reed-Klages Heather A. Wilson Patricia E. Yarrington Not Independent James D. Taiclet




Year-Round Engagement		Incorporation of Feedback
•Solicit feedback on governance best practices and trends, executive compensation, human capital management, sustainability matters and other topics of interest to stockholders •Discuss stockholder proposals with proponents •Respond to investor inquiries and requests for information or engagement	è	•Publish annual report and proxy statement •Issue sustainability performance and topical updates •Engage with stockholders about the voting matters to be addressed at the annual meeting •Receive and publish voting results for management and stockholder proposals
é		ê
Board Response		Boardroom Discussions
•Use stockholder feedback to enhance our disclosures, governance practices and sustainability and compensation programs •Encourage management’s continued engagement with stockholders	ç	•Discuss and evaluate voting results from annual meeting of stockholders •Utilize stockholder input to inform our Board’s consideration of governance, compensation and other practices



Spotlight on the Risk and Compliance Committee and the Integrated Risk Council Management formally reviews enterprise risk management through a Risk and Compliance Committee (RCC) and an Integrated Risk Council (IRC), as well as periodically during Executive Leadership Team meetings. The RCC meets quarterly to (i) oversee the Company’s enterprise risk management program and report to the IRC; (ii) support the Company’s strategic planning process by identifying key risks and monitoring mitigation activities; (iii) provide a forum for business segment and corporate functional representatives to communicate, coordinate and collaborate on their respective risk management activities; (iv) review enterprise sustainability issues and (v) provide a forum for approval of the Company’s mandatory business conduct and compliance training. The next level of review in the process is the smaller IRC, which provides a more strategic perspective. The IRC primarily oversees the RCC and reviews enterprise risk management activities to conduct strategic, operational and compliance risk management; its members inform other senior executives and the Board of those efforts.



Spotlight on Our Human Rights Policy Our Human Rights Policy includes the following principles: •Treat employees with respect, promote fair employment practices, provide fair and competitive wages and prohibit harassment, bullying, discrimination, use of child or forced labor and trafficking in persons for any purpose. •Uphold the laws applying to our business, wherever we operate. •Seek to minimize the negative consequences of our business activities and decisions on our stakeholders, including by minimizing harm to the environment and conserving natural resources, promoting workplace safety, ensuring accuracy and transparency in our communications and delivering high-quality products and services. •Contribute to economic and community well-being by investing our resources in innovative products and services, supporting charitable and philanthropic causes, participating appropriately in political affairs and public debate to advance and advocate our values (including engaging our customers to balance appropriately the sale and use of our technology with national and international interests) and promoting efforts to stop corrupt practices that interfere with markets, inhibit economic development and limit sustainable futures.




Board of Directors	Executive Leadership Team	Risk and Compliance Committee	Sustainability Management Team
Chairman, President and CEO Nominating and Corporate Governance Committee	Chairman, President and CEO Chief Operating Officer Chief Financial Officer Senior Vice Presidents, Business Functions Business Segment Presidents	Chair: Senior Vice President, Ethics and Enterprise Assurance Vice Presidents, Business Segments and Corporate Functions	Chair: Director of Sustainability Directors and Senior Managers responsible for functions related to specific SMP goals

Monitors the Company’s adherence to our Code of Conduct and oversees performance in corporate sustainability, employee safety and health, environmental stewardship, and ethical business practices.	Oversees the sustainability program, supporting the Lockheed Martin strategic plan by enabling business segments and functions to pursue and implement opportunities and practices that support the sustainability policy.	Oversees enterprise risk management to inform senior executives and the Board on risk management efforts. It further provides a forum to review and guide enterprise sustainability initiatives and provide input on SMP execution.	Reviews SMP progress and opportunities for program enhancement and shares internal and external insights and best practices.


Our Board believes transparency is a good corporate governance practice. We have been recognized globally for our sustainability efforts and disclosures. Our annual sustainability report is prepared with reference to the Global Reporting Initiative (GRI) Standards and undergoes independent, third-party assurance. We also maintain a dedicated sustainability website and disclosure hub that serves as an online repository for our sustainability-related disclosures, guidelines, policies and webpage links, including select GRI and Sustainability Accounting Standards Board (SASB) indicators. SASB standards will be incorporated into the International Financial Reporting Standards Foundation (IFRS) Sustainability Disclosure Standards, issued by the International Sustainability Standards Board (ISSB), as of our 2024 Sustainability Performance Report.



Director Nominees

Proposal 1: Election of Directors						29
Director Nominees’ Strategic Skills, Core Competencies and Attributes						30
Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance						30
We seek directors with the skills and competencies that propel our Company						31
Our director nominees’ strategic skills, core competencies and attributes complement each other and enable effective oversight						32
Director Nominee Biographies						33
Director Nomination Process						38
Our Board ’s nomination and selection process is rigorous and dynamic						38
Our Board considers director tenure						39
Director Commitments, Onboarding and Stock Ownership Guidelines						39
Our Board evaluates directors’ other commitments						39
Our directors receive extensive onboarding and pursue continuing education						39
We require directors to own a significant amount of Lockheed Martin stock						40
Director Compensation						40



CORE COMPETENCIES

	Senior Leadership Experience. All directors have senior leadership experience. We look to have a balance of directors with public company CEO leadership experience, public company CFO experience and other experience managing large, complex organizations.	Cybersecurity Expertise. Directors with experience in cybersecurity, intelligence and data protection, including U.S. cybersecurity policy and the U.S. Government’s cybersecurity efforts and cybersecurity threats, contribute to the Board’s oversight of cybersecurity risks and digital transformation efforts.

	Financial Expertise. All directors have the ability to understand financial statements. Directors who qualify as an “audit committee financial expert” have additional education and experience that enables them to provide additional oversight of financial statements and capital allocation decisions as well as important financial metrics in measuring our performance.	Senior Military / Government Experience. Directors with experience serving in senior military or government roles bring an important perspective; a background in managing large, complex, diverse organizations and understanding of our customers and relevant policy issues.

	Sustainability Expertise. Directors with sustainability experience, including employee safety and health, climate-related risks and political risks, play an important role in the Board’s oversight of risks and the Company’s sustainability initiatives.


STRATEGIC SKILLS

Perform Lead in delivering 21st Century Security® solutions to our customers. Drive business outcomes. Deliver outstanding results for our customers and stockholders.

	21st Century Security / Defense Industry Transformation. We are leading transformation in our industry to support our customers’ needs for rapid, advanced solutions to promote deterrence and address an evolving threat landscape and an agile, resilient defense industrial base. Our 21st Century Security strategy takes the best of defense and commercial technology and business practices to make forces agile, adaptive and unpredictable, so that they stay ready for any mission—today and in the future. Directors with experience in leading transformation in the defense, commercial and telecom sectors provide important perspectives as we execute industry partnerships and bring these sectors together to deliver transformational capabilities for national defense.

	5G.MIL / Digital & Networking Open Architecture. Lockheed Martin’s 5G.MIL solutions integrate military communications with tactical gateway capabilities and enhanced 5G technology to enable seamless, resilient and secure connectivity and data flow across all battlefield assets. Directors with industry experience or technological expertise contribute to an understanding of network-enabled technologies and open architectures to enable our 21st Century Security strategy.

	AI, Autonomy, Advanced Comms, Hypersonics, Space. Advancing and deploying technologies including AI, Autonomy, Advanced Communications, Hypersonics and Space are key priorities for the Company. Directors with technology and mission focused backgrounds contribute to an understanding of these technology priorities and our oversight of key investments in these areas.

Transform Transform ourselves and our supply chain. Innovate our solutions. Adopt new processes and tools to become more agile for customers.

	Business and Digital Transformation. Directors with experience in business processes and systems and their evolution provide valuable insights as we execute our mission-driven business and digital transformation program that is critical to innovate and deliver the speed, agility and insights our customers need.

	Operational Execution and Efficiency. Our future success requires us to drive a culture of operational excellence, efficiency and consistent performance. Directors with experience in areas such as complex manufacturing and other large, complicated operations contribute to the understanding of these challenges.

	Supply Chain Excellence. Lockheed Martin has a unique and complex multi-tiered supply chain that is critical to our success. Directors with expertise in the management of relationships with suppliers provide important perspectives on managing supply chain challenges and driving affordability and resiliency.

Grow Expand existing core business. Go after new segments and adjacent markets. Disrupt ourselves through new developments, programs and products.

	International Business Expansion. We are a global business with a presence in more than 50 countries. One of our key growth priorities is to expand our business internationally. Directors with experience understanding the complexities and risks of international business help the Company to achieve this goal.

	Business Model / Commercial Partnerships. A key element of our 21st Century Security strategy is to collaborate with innovative commercial companies outside of the traditional aerospace and defense industry to leverage their technologies for military applications as well as to develop new business models for the defense industry. Directors with commercial experience contribute to an understanding of these new business models and related growth opportunities.

	M&A Expertise. We look to leverage inorganic growth and portfolio alignment by pursuing strategically aligned targets with ventures, acquisitions and other investments as well as dispositions. Directors with mergers and acquisitions experience contribute to the Board’s understanding of these opportunities.


1												Assess the Board’s needs The Governance Committee and Board as a whole consider both the short- and long-term strategies of the Company to determine what current and future skills and experience are required of the Board in exercising its oversight function and considering potential retirements and resignations. Board succession planning is a topic at every meeting.


2												Identify candidates Each Board member may recommend potential candidates to the Board for nomination. Directors primarily do this through their professional networks. The Chairman, independent Lead Director or Governance Committee then screens those candidates. Director candidates also may be identified by stockholders and will be evaluated under the same criteria applied to other director nominees and considered by the Governance Committee. Information on the process and requirements for stockholder nominees may be found in Sections 1.10 and 1.11 of our Bylaws (available at www.lockheedmartin.com/corporate-governance).


3												Review and evaluate candidates Our Governance Guidelines (available at www.lockheedmartin.com/corporate-governance) list criteria against which candidates are evaluated, including: •needs identified from the Board’s self-assessment process; •investor feedback; •alignment of the candidates’ skills and competencies to the Company’s future strategic challenges and opportunities; •needs in light of expected Board retirements or recent resignations; •a balance between public company and government customer-related experience; •candidates’ background; •candidates’ other time commitments, including service on boards of other companies; and •for incumbent directors, attendance, past performance on the Board, and contributions to the Board and Board committees.


4												Interview and recommend candidates The Chairman, independent Lead Director and other Board members interview highly accomplished candidates and provide their input to the Governance Committee. The Governance Committee then recommends, and the Board then votes on, the selected candidate.


5												Recommend candidate to the Board The candidate who best fits the needs of the Board at that time is recommended for election to the Board. Prior to any formal action, other independent members of the Board are offered the opportunity to interview the prospective candidate.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation(3) ($)	Total ($)
(a)	(b)	(c)	(g)	(h)
Daniel F. Akerson	83,791	170,000	—	253,791
John C. Aquilino	9,290	—	—	9,290
David B. Burritt	170,000	170,000	181	340,181
Bruce A. Carlson	170,000	170,000	—	340,000
John M. Donovan	200,000	170,000	1,000	371,000
Joseph F. Dunford, Jr.	195,000	170,000	—	365,000
James O. Ellis, Jr.	56,978	56,667	4,785	118,430
Thomas J. Falk	234,918	170,000	—	404,918
Ilene S. Gordon	124,386	170,000	2,000	296,386
Vicki A. Hollub	170,000	170,000	—	340,000
Jeh C. Johnson	147,826	170,000	—	317,826
Debra L. Reed-Klages	170,000	170,000	—	340,000
Heather A. Wilson	103,681	99,167	3,023	205,871
Patricia E. Yarrington	193,269	170,000	2,000	365,269



Executive Compensation

Proposal 2: Advisory Vote to Approve the Compensation of our N amed E xecutive O fficer s (Say-on-Pay)						43
Compensation Committee Report						43
Compensation Discussion and Analysis						44
Executive Compensation Highlights To assist stockholders in finding important information in the CD&A and Executive Compensation Tables, the following sections are highlighted:
Our 202 4 Performance						45
202 4 CEO Compensation						46
202 4 Comparator Group						48
202 4 Compensation Elements						49
202 4 Annual Incentive						50
202 4 Long-Term Incentive Compensation						52
202 2 -202 4 LTIP and PSU Awards						55
Other Compensation Matters						56
Policy Regarding Timing of Equity Grants						56
Clawback and Other Protective Provisions						57
Insider Trading Policy						57
Summary Compensation Table						60
Other Executive Compensation Information and Tables						62
202 4 Grants of Plan-Based Awards						62
Outstanding Equity Awards at 202 4 Fiscal Year-End						64



Potential Payments Upon Termination or Change in Control						68
CEO Pay Ratio						71
Pay Versus Performance						72


2024 CEO Target Pay Mix. We believe that the compensation opportunities of our CEO should be predominantly variable, and the variable elements of the compensation package should tie to the Company’s long-term success and sustainable long-term total returns to our stockholders. As shown in the chart to the right, a significant portion of our CEO’s target compensation is variable and in the form of long-term incentives (LTI) with more than half of total target pay in the form of equity-based incentives. Base Salary. In 2024, Mr. Taiclet’s annual base salary was set at $1,751,000, which has remained unchanged since 2021. 2024 Annual Incentive. Mr. Taiclet’s target annual incentive amount for 2024 was 190% of salary, or $3,326,900. 2024-2026 Long-Term Incentives. In 2024, Mr. Taiclet was granted an annual LTI award of $16.5 million, which was allocated 50% in Performance Stock Units (PSUs), 30% in Restricted Stock Units (RSUs) and 20% in the cash-based LTI performance award (LTIP). RSUs will cliff-vest after three years, while the payout of PSUs and LTIP will be based upon our results at the end of the three-year performance period relative to the three-year performance goals that were established in the beginning of 2024. Benefit and Retirement Plans. Mr. Taiclet is eligible for benefit and retirement programs, similar to other salaried employees. None of our NEOs received additional years of service credits or other forms of formula enhancements under our benefit or retirement plans. Mr. Taiclet does not participate in our pension plan.						CEO Target Opportunity Mix *

						* Fixed vs. variable and cash vs. equity components are designated in the 2024 Compensation Elements table on page 49. We consider base salary and annual incentives as short-term pay and PSUs, LTIP and RSUs as long-term pay. Cash represents base salary, annual incentive target and LTIP target. We do not include retirement or other compensation components in the chart.



Set an Initial List of Companies Attributes •Traded on a major U.S. exchange •Similarity in annual revenue •Participation in Aon executive compensation survey						Apply Refining Criteria to Select Final Comparator Group Refining Criteria •Industrial companies that face similar macro-economic pressures •Companies we compete with for executive talent •Companies with comparable executive officer positions




2024 Comparator Group Companies
3M Company	General Dynamics Corporation*	Intel Corporation
Caterpillar Inc.	GE Aerospace (General Electric Company)	Northrop Grumman Corporation*
Cisco Systems, Inc.	Honeywell International Inc.*	RTX Corporation*
Deere & Company	HP Inc.	The Boeing Company*
Dow Inc.	IBM Corporation	United Parcel Service, Inc.
FedEx Corporation
* Aerospace & Defense Industry


2024 Comparator Group Revenue Percentile*


		Annual Incentive
NEO	Base Salary ($)	Target %	Target Amount ($)	2024 Target LTI Value ($)	Total Target Compensation ($)
Mr. Taiclet	1,751,000	190	3,326,900	16,500,000	21,577,900
Mr. Malave	1,020,000	120	1,224,000	5,400,000	7,644,000
Mr. St. John	1,030,000	150	1,545,000	6,500,000	9,075,000
Ms. Hill	995,000	120	1,194,000	4,300,000	6,489,000

Mr. Lightfoot	995,000	120	1,194,000	4,300,000	6,489,000


2024 Financial Measures	Weight	2024 Goals ($)	Results ($)		Calculated Payout		Weighted Payout
Sales	20%	69,250M	71,043M		143	%	29	%
Segment Operating Profit*	40%	7,340M	6,851M	**	0	%	0	%
Free Cash Flow*	40%	6,300M	6,253M	***	96	%	38	%
Financial Payout Factor							67	%


2024 Strategic & Operational Goals Summary		Assessment Summary Highlights
	ENTERPRISE PERFORMANCE Achieve Mission Success milestones Execute programs to achieve customer commitments and increase stockholder value	•Orders of $84.5 billion; year-end backlog of $176.0 billion •Exceeded our mission success, supplier on time delivery and cost competitiveness goals •Returned $6.8 billion of cash to our stockholders through dividends and share repurchases; contributed $1.0 billion to the pension plan •Met our major deliveries, effective subcontract management and award fee goals •Signed undefinitized Lot 18 F-35 contract, increasing backlog to 408 aircrafts
	NEW BUSINESS / GROWTH Shape and secure key program wins and capture strategic research and development milestones Continue international expansion through increased orders and sales Go to market as OneLM	•Exceeded targeted growth goals •Met growth goals for development efforts, win rate and intercompany sales •Secured F-35 international agreements in The Czech Republic, Greece, Romania and Singapore •Selected to deliver the Next Generation Interception (NGI), the nation’s new homeland missile defense capability
	STRATEGY Assess portfolio on an ongoing basis to maximize stockholder value, which includes M&A activity, cost competitiveness and other enterprise initiatives Execute 21st Century Security strategy to include technology development, demonstrations and commercial partnerships Drive infrastructure modernization, technology development and functional capability adoption to digitally transform the enterprise	•Completed the first successful live-fire event for the long-range hypersonic weapon system •Demonstrated human-machine teaming on an F-35 using our 5G.MIL architecture •Exceeded 21st Century Security Demo Outcome goals •Exceeded our 1LMX adoption goals •Met our goal for customer-funded research and development in key technology areas •Invested $3.3 billion in research and development and capital to support advanced scalable technology solutions
	RESPONSIBLE BUSINESS Attract, develop and retain our premier workforce Protect Lockheed Martin, U.S. Government and 3rd party data from cyber intrusion Ensure the safety and security of our products, services and workplace Manage the environmental impact of our business	•Met hiring and key employee retention goals •Experienced no new cyber incidents, exceeding goal •Reduced the rate of lost work days due to injury compared to 2023, exceeding safety goal •Exceeded greenhouse gas reduction annual goal in part through completion of energy efficiency projects at multiple sites


	Weight	2024 Factors	Weighted Payout
Financial	70%	67%	47%
Strategic & Operational	30%	140%	42%
Overall Payout Factor			89	%


NEO	Base Salary ($)	Target % of Salary (%)	Target Award ($)	X	Overall Payout Factor	=	Payout ($)
Mr. Taiclet	1,751,000	190	3,326,900		89%		2,960,900
Mr. Malave	1,020,000	120	1,224,000				1,089,400
Mr. St. John	1,030,000	150	1,545,000				1,375,100
Ms. Hill	995,000	120	1,194,000				1,062,700

Mr. Lightfoot	995,000	120	1,194,000				1,062,700




PSUs (distributed in common stock): Performance Measures: Three-year Relative TSR (50%), ROIC (25%) & Free Cash Flow (25%) Caps: •200% of target shares •Relative TSR measure capped at 100% if the Company’s TSR is negative •Value capped at 400% of stock price on date of grant times shares earned



RSUs (distributed in common stock): Vesting Schedule: RSUs cliff vest 100% three years after the grant date



LTIP (paid in cash): Performance Measures: Three-year Relative TSR (50%), ROIC (25%) & Free Cash Flow (25%) Caps: •200% of target amount •Relative TSR measure capped at 100% if the Company’s TSR is negative •Individual payout capped at $10 million


3M Company	Fluor Corporation	PACCAR Inc
AECOM	General Dynamics Corporation	Parker-Hannifin Corporation
AGCO Corporation	GE Aerospace (General Electric Company)	Quanta Services, Inc.
Builders FirstSource, Inc.	Honeywell International Inc.	RTX Corporation
Carrier Global Corporation	Huntington Ingalls Industries, Inc.	Stanley Black & Decker, Inc.
Caterpillar Inc.	Illinois Tool Works Inc.	Textron Inc
Cummins Inc.	Johnson Controls International plc	The Boeing Company
Deere & Company	L3Harris Technologies, Inc.	Trane Technologies plc
Eaton Corporation plc	MasTec, Inc.
EMCOR Group, Inc.	Northrop Grumman Corporation
Emerson Electric Co.	Otis Worldwide Corporation


Performance Measure	Weight	Threshold (25% Payout)	Target (100% Payout)	Maximum (200% Payout)	Calculated Payout	Weighted Payout
Relative TSR	50%				164.3%	82.1%
Free Cash Flow*	25%				101.5%	25.4%
ROIC*	25%				50.7%	12.7%
Overall Payout Factor						120.2%


NEO	LTIP Target ($)	LTIP Payout ($)	PSUs Target (#)	Total Shares Distributed / Earned
Mr. Taiclet	3,000,000	3,606,000	19,286	23,182
Mr. Malave	1,600,000	1,923,200	10,286	12,364
Mr. St. John	1,200,000	1,442,400	7,715	9,274
Ms. Hill	800,000	961,600	5,144	6,184

Mr. Lightfoot	800,000	961,600	5,144	6,184




•Balance of fixed and variable pay opportunities •Multiple performance measures, multiple time periods and capped payouts under incentive plans •Stock ownership requirements •Risk oversight by independent Board committee •Incentive goals set at the enterprise or business segment level •Incentive plan caps on individual awards and pool size			•Moderate severance program that includes post-employment restrictive covenants •Institutional focus on ethical behavior •Annual risk assessment •Compensation Committee oversight of equity burn rate and dilution •Clawback policy •Anti-hedging and pledging policy


Name and Principal Position(1)		Salary(2)	Bonus(3)	Stock Awards(4)	Non-Equity Incentive Plan Compensation(5)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(6)	All Other Compensation(7)	Total
	Year	($)	($)	($)	($)	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(g)	(h)	(i)	(j)
James D. Taiclet Chairman, President and Chief Executive Officer	2024	1,751,000	—	13,046,594	6,566,900	—	2,389,420	23,753,914
	2023	1,751,000	—	13,008,681	6,655,900	—	1,398,194	22,813,775
	2022	1,751,000	—	13,413,894	7,989,200	—	1,656,451	24,810,545
Jesus Malave Chief Financial Officer	2024	1,014,808	—	4,269,880	3,012,600	—	235,326	8,532,614
	2023	984,808	—	4,065,426	1,434,500	—	174,522	6,659,256
	2022	867,692	750,000	11,153,772	1,175,400	—	617,387	14,564,251
Frank A. St. John Chief Operating Officer	2024	1,069,615	—	5,139,703	2,817,500	—	616,995	9,643,813
	2023	1,064,039	—	5,081,551	2,914,700	395,731	495,840	9,951,861
	2022	1,038,462	—	5,365,755	3,111,750	—	556,376	10,072,343


Stephanie C. Hill President, Rotary and Mission Systems	2024	995,000	—	3,400,048	2,024,300	—	190,898	6,610,246





Robert M. Lightfoot President, Space	2024	1,033,269	—	3,400,048	2,024,300	—	138,679	6,596,296


	2024 Aggregate Grant Date Fair Value RSUs	2024 Aggregate Grant Date Fair Value PSUs
	($)	($)
Mr. Taiclet	4,924,545	8,122,049
Mr. Malave	1,611,646	2,658,234
Mr. St. John	1,939,778	3,199,925

Ms. Hill	1,283,087	2,116,961

Mr. Lightfoot	1,283,087	2,116,961


	2024 Annual Incentive Payout	2022-2024 LTIP Payout
	($)	($)
Mr. Taiclet	2,960,900	3,606,000
Mr. Malave	1,089,400	1,923,200
Mr. St. John	1,375,100	1,442,400

Ms. Hill	1,062,700	961,600

Mr. Lightfoot	1,062,700	961,600