LOCKHEED MARTIN CORP
For the period ended May 9, 2025. Filed Mar 27, 2025.
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 9, 2025 · Filed Mar 27, 2025
LMT$567.08-1.6%Stored close · as of Nov 6, 2026
Contents
PROXY STATEMENT VOTING ROADMAP
| ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |
|---|
Proxy Statement Voting Roadmap
| PROPOSAL | BOARD RECOMMENDATION | PAGE |
|---|---|---|
| Management Proposals: | ||
| Election of Directors•All nominees are highly experienced and have the qualifications and skills necessary to oversee the Company and advance its 21st Century Security vision•All nominees are independent except for our Chairman | FOReachNominee | 29 |
| Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)•Named Executive Officer (NEO) target compensation is set annually based on market data of peers with payouts dependent on actual performance outcomes•A significant majority of our NEOs’ pay is delivered through performance-based incentives •Pay-for-performance alignment is built into the design of our incentive programs, which are strongly tied to our total stockholder return and other key financial measures | FOR | 43 |
| Ratification of Ernst & Young LLP (EY) as our Independent Auditors for 2025•EY continues to perform at a high level and remains independent and objective•EY has deep institutional knowledge of our industry, operations, business, accounting policies and internal controls | FOR | 76 |
| Stockholder Proposals: | ||
| Requesting Shareholder Approval Requirement for Excessive Golden Parachutes •Our executive severance plan already limits excessive cash severance to 2.99x salary and target annual bonus•Stockholders already provide input on and overwhelmingly support our compensation through annual say-on-pay votes•Proposal undermines pay-for-performance compensation programs and talent retention •Contrary to the proposal, our current severance practices permit the Board to exercise its fiduciary duty to the Company | AGAINST | 80 |
| Requesting a Report on Alignment of Political Activities with Human Rights Policy•This is a repeat proposal that received limited stockholder support in 2024 (12.7%)•Our lobbying practices already align with our human rights policy and stockholders overwhelming rejected the same proposal last year •Additional reporting is unnecessary because our political activities support our business activities, align with our human rights policy and with applicable law, and are disclosed transparently •Our stockholders have not indicated that they have changed their views since rejecting the same proposal last year | AGAINST | 82 |
| Requesting a Report on Hiring/Recruitment Discrimination•Our workforce practices already align with applicable law and relevant expectations for our business; additional reporting is unnecessary•We routinely evaluate compliance with law, and producing an evaluation/report generates expense without benefit•Our well-established, robust enterprise risk management and compliance processes are subject to Board oversight and mitigate the risks underlying the proposal•Our recruitment, hiring and promotion practices identify, develop and retain the best available talent consistent with applicable laws and regulations | AGAINST | 85 |
| 4 | 2025 Proxy Statement |
| ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |
|---|
Director Nominees
We ask that you elect each director nominee because they have the right mix of qualifications to oversee our Company
Please see the Director Nominees section starting on page 29 for additional information on the director nominees.
| James D. Taiclet | 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 |
| ATTRIBUTES | |||
|---|---|---|---|
| 9 of 10 Independent | 66 Years Average Tenure | 40% Veterans | 6New Directors Since 2019 |
| CORE COMPETENCIES | ||||
|---|---|---|---|---|
| CEO Leadership Experience | Senior Military /Government Experience | Financial Expertise | Sustainability Expertise | Cybersecurity Expertise |
| 6 Directors | 3 Directors | 7 Directors | 8 Directors | 4 Directors |
| STRATEGIC SKILLS | |||||
|---|---|---|---|---|---|
| Perform | Transform | Grow | |||
| 21st Century Security / Defense Industry Transformation | Business and Digital Transformation | International Business Expansion | |||
| 5 Directors | 6 Directors | 8 Directors | |||
| 5G.MIL®/ Digital & Networking Open Architecture | Operational Execution and Efficiency | Business Model / Commercial Partnerships | |||
| 4 Directors | 10 Directors | 8 Directors | |||
| AI, Autonomy, Advanced Comms, Hypersonics, Space | Supply Chain Excellence | M&A Expertise | |||
| 5 Directors | 5 Directors | 7 Directors | |||
See pages 31-32 for a description of each skill and competency and matrix of the nominees’ individual strategic skills, core competencies and attributes.
| 2025 Proxy Statement | 5 |
| ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |
|---|
Executive Compensation
We ask that you approve our Say-on-Pay proposal
Our executive compensation philosophy and governance practices are aligned with stockholder interests and outcomes. Please see the Executive Compensation section starting on page 42 for additional information.
| CEO TARGET OPPORTUNITY MIX | 2024 ANNUAL INCENTIVE RESULTS | |
|---|---|---|
| 2022 - 2024 LONG-TERM INCENTIVE RESULTS | ||
| * Please refer to Appendix A for definitions of non-GAAP measures. | ||
Compensation best practices
| Best practices in our programs | Practices we do not engage in or allow | ||
| •Pay aligns with performance•Market-based (50th percentile) approach for determining NEO target pay levels•Caps on annual and long-term incentives, including when Total Stockholder Return (TSR) is negative•Supplemental discretionary clawback policy on variable pay•Double-trigger provisions for change in control•Robust stock ownership requirements•Low equity burn rate and dilution •No payment of dividends or dividend equivalents on unvested equity awards•Annual say-on-pay vote and ongoing stockholder engagement on executive compensation | •No employment agreements•No option backdating, cash-out of underwater options or repricing (no employee options granted since 2012)•No gross-ups upon a change in control•No tax gross-ups on personal use of corporate aircraft•No individual change in control agreements•No automatic acceleration of unvested incentive awards in the event of termination•No enhanced retirement formula or inclusion of long-term incentives in pensions•No enhanced death benefits for executives•No hedging or pledging of Company stock |
|---|
| 6 | 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.