LOCKHEED MARTIN CORP
For the period ended May 2, 2024. Filed Mar 15, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 15, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| ☑ | Filed by the Registrant |
| ☐ | Filed by a Party other than the Registrant |
| Check the appropriate box: | |
| ☐ | 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 |
Lockheed Martin Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2024 Annual Meeting of Stockholders
| Voting Matters and Board Recommendations | ||||
|---|---|---|---|---|
| Lockheed Martin VirtualAnnual MeetingWhen:Thursday, May 2, 2024, 9:00 a.m. EDTLive Webcast Access:Online audio webcast at: www.meetnow.global/LMT2024 (You may log in beginning at 8:30 a.m. EDT)Who Can Vote:Stockholders of record at the close of business on February 26, 2024 are entitled to vote. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described below. See Frequently Asked Questions beginning on page 92 for additional information regarding accessing the Annual Meeting and how to vote your shares. | ||||
| Proposal 1 | Election of Directors | FOReach Nominee | ||
| See page 28 for further information. | ||||
| Proposal 2 | Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) | FOR | ||
| See page 43 for further information. | ||||
| Proposal 3 | Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 2024 | FOR | ||
| See page 76 for further information. | ||||
| Proposals 4 - 7 | Stockholder Proposals as described in the proxy statement, if properly presented | AGAINST | ||
| See page 79 for further information. | ||||
| We welcome and encourage you to attend Lockheed Martin’s 2024 Annual Meeting, which will be conducted exclusively online through a live audio webcast to facilitate stockholder attendance and to enable stockholders to participate fully and equally, regardless of size of holdings, resources or physical location. Our 2023 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you and is also available online at www.edocumentview.com/LMT. The proxy materials or a Notice of Internet Availability were first sent to stockholders on or about March 15, 2024.We will consider the seven proposals noted above and any other matters that may properly come before the meeting.Your vote is extremely important. Please vote at your earliest convenience to ensure the presence of a quorum at the meeting. Promptly voting your shares in accordance with the instructions you receive will save the expense of additional solicitation.Sincerely,Maryanne R. LavanSenior Vice President, General Counsel and Corporate Secretary March 15, 2024 | ||||
| How to Vote in Advance: | ||||
| Via Internet:At the website listed on the Notice of Internet Availability, proxy card or voting instruction form you received. | ||||
| By Telephone:Call the telephone number provided on the proxy card or voting instruction form you received. | ||||
| By Mail:Mark, date and sign your proxy card or voting instruction form and return it in the accompanying postage prepaid envelope. | ||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 2, 2024: The 2024 Proxy Statement and 2023 Annual Report are available at www.edocumentview.com/LMT.
Letter from Our Chairman and CEO
March 15, 2024Dear Stockholders:
Lockheed Martin delivered solid financial results in 2023. We returned to growth a year ahead of plan, we generated strong free cash flow and we finished the year with a record backlog, reflecting sustained, elevated demand for our innovative defense tech solutions. Our 122,000 employees pushed the boundaries of innovation to deliver to U.S. and allied partners air superiority, air and missile defense, precision strike, joint all-domain operations, space based situational awareness and more to help keep our customers Ahead of Ready. In 2024, we will continue to pioneer 21st Century Security, our vision to accelerate the adoption of advanced networking and digital technologies into the national defense enterprise by harnessing technologies like 5G, artificial intelligence and distributed cloud computing, through our continued innovation, strategic collaboration with defense and commercial partners, and our One Lockheed Martin Transformation (1LMX) initiative, which is modernizing our operations to increase agility and competitiveness. We are able to accomplish this because of the trust and confidence that you place in our Company through your continued investment. Your Board, which I am proud to chair, serves you through strong oversight of our business. Our independent directors, who have shared their perspective with you on the next page, hold our leadership team accountable with their active engagement and sound risk oversight practices. Two of those independent directors have reached our mandatory retirement age for directors and will not stand for reelection this year. I want to personally thank Jim Ellis, who has served you as a director for 20 years, and Dan Akerson, who has served for 10 years, including as Lead Director since 2019, for their service to our Company and efforts to advance 21st Century Security. Our leadership team and Board of Directors remains committed to delivering shareholder value and we are grateful for your continued support. I encourage you to read the attached Proxy Statement and vote your shares in support of your Board’s recommendations on each proposal.Sincerely,James D. TaicletChairman, President and Chief Executive Officer
“We will continue to pioneer 21st Century Security, our vision to accelerate the adoption of advanced networking and digital technologies into the national defense enterprise”
| iii | 2024 Proxy Statement |
|---|
Letter from Our Independent Directors
| March 15, 2024Dear Stockholders: | |||||
|---|---|---|---|---|---|
| As your independent directors, we are honored to share with you our Board’s approach to maintaining and evolving a strong governance framework to provide oversight of the Company and support its 21st Century Security vision in service of our customers’ deterrence and security needs.Each of us serves on this Board because of our Company’s mission and the unique role it plays in enhancing global security. Individually and as a group, we are deeply committed to providing effective governance of the Company and ensuring that it lives its Core Values to Do What’s Right, Respect Others and Perform with Excellence. And, in light of the retirement of our fellow directors Dan Akerson and Jim Ellis, we will ensure that our Board refreshment process identifies new director candidates whose skills and expertise align with the Company’s strategic imperatives and who share our commitment to the Company’s mission and Core Values. We believe these commitments will be apparent as you read about our governance and oversight practices in this Proxy Statement. At our Board meetings, we engage in rigorous, informed debate about current and emerging issues affecting our business, including in 2023 topics such as the ethical use of artificial intelligence in our business, ways to remain ahead of increasingly aggressive cyber adversaries, and the evolution of our responsible business programs and practices. We also regularly discuss investor, customer, employee and stakeholder feedback, executive succession planning, board refreshment, capital allocation, and the Company’s strategy and financial and operational performance. We do this against the backdrop of heightened geopolitical tensions where the need for effective deterrence arising from 21st Century Security solutions is imperative. Many of us are connected to the Company through service of country in the armed forces or as civilians, or because we have loved ones who serve and rely on what we do to come home safely. We know the importance of doing what we do proudly, ethically, safely and with respect for human rights. It is our privilege to represent you by serving on this Board and we thank you for your continued trust and investment in Lockheed Martin. Sincerely,Your Independent Directors | |||||
| Do What’s Right | |||||
| Respect Others | |||||
| Perform with Excellence | |||||
| Daniel F. Akerson | David B. Burritt | Bruce A. Carlson | John M. Donovan | Joseph F. Dunford, Jr. | James O. Ellis, Jr. |
| Thomas J. Falk | Ilene S. Gordon | Vicki A. Hollub | Jeh C. Johnson | Debra L. Reed-Klages | Patricia E. Yarrington |
| 2024 Proxy Statement | ii |
Table of Contents
| ABOUT LOCKHEED MARTIN | 1 |
|---|---|
| PROXY STATEMENT VOTING ROADMAP | 4 |
| CORPORATE GOVERNANCE | 7 |
| Governance Highlights | 8 |
| Board Leadership Structure | 9 |
| Board Committees | 10 |
| Director Independence, Related Person Transactions and Director Engagement | 13 |
| Board Accountability to Stockholders | 15 |
| Board Oversight of Risk | 18 |
| Board Oversight of our Business and People Strategy | 22 |
| Board Oversight of Sustainability | 24 |
| DIRECTOR NOMINEES | 27 |
| PROPOSAL 1:ELECTION OF DIRECTORS | 28 |
| Director Snapshots | 28 |
| Director Nominees’ Strategic Skills, Core Competencies and Attributes | 29 |
| Director Nominee Biographies | 32 |
| 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 NEOs (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 4-7 | 79 |
| OTHER INFORMATION | 89 |
| Security Ownership of Management and Certain Beneficial Owners | 90 |
| Frequently Asked Questions | 92 |
| Appendix A: Definition of Non-GAAP Measures | 99 |
| Disclosure Regarding Forward-Looking Statements | 101 |
| Frequently Requested Information | |
|---|---|
| Artificial Intelligence | 20 |
| Board Attendance | 15 |
| Board Leadership Structure | 9 |
| Board Oversight of Risk | 18 |
| Board Performance Assessment | 15 |
| Climate & Environmental Stewardship | 25 |
| Compensation Discussion and Analysis | 44 |
| Cybersecurity | 20 |
| Director Compensation | 40 |
| Director Nominees’ Strategic Skills, Core Competencies and Attributes Matrix | 31 |
| Director Nominee Biographies | 32 |
| Diversity & Inclusion | 23 |
| Human Rights | 21 |
| Oversight of Director Commitments | 39 |
| Political and Public Policy Activities | 20 |
| Stockholder Engagement Program | 16 |
| Summary Compensation Table | 60 |
| 2024 Proxy Statement | iv |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.