LOCKHEED MARTIN CORP
For the period ended May 9, 2025. Filed Mar 27, 2025.
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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 9, 2025 · Filed Mar 27, 2025
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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 2025 Annual Meeting of Stockholders
| Voting Matters and Board Recommendations | ||||
|---|---|---|---|---|
| Lockheed Martin VirtualAnnual MeetingWhen:Friday, May 9, 2025, 9:00 a.m. EDTLive Webcast Access:Online audio webcast at: https://meetnow.global/LMT2025 (You may log in beginning at 8:30 a.m. EDT)Who Can Vote:Stockholders of record at the close of business on February 28, 2025 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 90 for additional information regarding accessing the Annual Meeting and how to vote your shares. | ||||
| Proposal 1 | Election of Directors | FOReach Nominee | ||
| See page 29 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 2025 | FOR | ||
| See page 76 for further information. | ||||
| Proposals 4 - 6 | 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 2025 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 2024 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 27, 2025.We will consider the six 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,Kevin J. O’ConnorSenior Vice President, General Counsel and Corporate Secretary March 27, 2025 | ||||
| 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 9, 2025: The 2025 Proxy Statement and 2024 Annual Report are available at www.edocumentview.com/LMT.
| 2025 Proxy Statement | i |
Letter from Our Chairman and CEO
March 27, 2025Dear 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. TaicletChairman, 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.”
| ii | 2025 Proxy Statement |
|---|
Letter from Our Independent Lead Director
March 27, 2025Dear 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. FalkIndependent 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.”
| 2025 Proxy Statement | iii |
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 and Related Person Transactions | 13 |
| Director 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 NAMED EXECUTIVE OFFICERS (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 |
| iv | 2025 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.