LOCKHEED MARTIN CORP
For the period ended May 12, 2026. Filed Mar 26, 2026.
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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 12, 2026 · Filed Mar 26, 2026
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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 2026 Annual Meeting of Stockholders
| Voting Matters and Board Recommendations | ||||
|---|---|---|---|---|
| Lockheed Martin VirtualAnnual MeetingWhen:Tuesday, May 12, 2026, 9:00 a.m. EDTLive Webcast Access:Online audio webcast at: https://meetnow.global/LMT2026 (You may log in beginning at 8:30 a.m. EDT)Who Can Vote:Stockholders of record at the close of business on March 2, 2026 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 68 for additional information regarding accessing the Annual Meeting and how to vote your shares. | ||||
| Proposal 1 | Election of Nine Directors | FOReach Nominee | ||
| See page 17 for further information. | ||||
| Proposal 2 | Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) | FOR | ||
| See page 28 for further information. | ||||
| Proposal 3 | Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 2026 | FOR | ||
| See page 61 for further information. | ||||
| Proposal 4 | Stockholder Proposal as described in the proxy statement | AGAINST | ||
| See page 64 for further information. | ||||
| We welcome and encourage you to attend Lockheed Martin Corporation’s 2026 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 2025 Annual Report, which is not part of the proxy soliciting materials, is available at www.edocumentview.com/LMT. The proxy materials or a Notice of Internet Availability were first sent to stockholders on or about March 26, 2026.We will consider the four 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 26, 2026 | ||||
| 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 12, 2026: The 2026 Proxy Statement and 2025 Annual Report are available at www.edocumentview.com/LMT.
| 2026 Proxy Statement | i |
Letter from Our Board Leaders
March 26, 2026Dear Fellow Stockholders:
Throughout 2025, Lockheed Martin demonstrated scale, agility and performance. We delivered the capabilities our soldiers, sailors, marines, airmen, guardians and other customers rely on to deter wider conflict, protect citizens, and sustain a decisive military advantage in an increasingly complex global security environment. Our Board’s disciplined oversight of strategy and operational execution underpin the company’s notable achievements.2025 Performance and DemandLockheed Martin’s products and solutions in 2025, showed what our four business areas – Aeronautics, Missiles and Fire Control, Rotary and Mission Systems and Space – can deliver as one cohesive company with unmatched integration, reliability and scale. There is unprecedented demand for Lockheed Martin’s technology. We finished 2025 with a record backlog of nearly $194 billion, representing more than two-and-a-half years of sales. Elevated demand has continued in 2026 with Lockheed Martin reaching landmark, long-term agreements with the Department of War to triple Patriot PAC-3 MSE missile production and quadruple THAAD production.Investing and Innovating Lockheed Martin is significantly increasing its investments while maintaining our historical practice of using a disciplined and dynamic approach to capital allocation. Every investment decision is guided by our mission to provide decisive capability to our customers, and by our focus on growing the business and delivering shareholder value in 2026 and beyond. •Air Dominance: We are accelerating upgrades to the F-35 through Block 4 enhancements; advancing concepts informed by sixth-generation development; improving sensors, electronic warfare and data links; and integrating autonomous systems such as drone wingmen. •Homeland Defense: Lockheed Martin is ready to help make the promise of the Golden Dome for America a reality. We are investing in our production capacity for our proven land-, sea- and space-based systems, as well as command and control technology, to advance allied homeland defense systems—an important growth area for Lockheed Martin.
| ii | 2026 Proxy Statement |
|---|
| •Transformation: Our strategic investments over many years have positioned Lockheed Martin to succeed under the Department of War’s acquisition transformation framework. By developing autonomous systems with internal investment ahead of formal requirements and continuing to partner with leading tech companies, we are delivering more advanced solutions faster and more affordably. •Evolution: Through our 1LMX initiative, we are driving enterprise-wide modernization—adopting advanced digital tools, harnessing artificial intelligence, improving speed and affordability and enhancing our ability to deliver best-value solutions at the pace required to stay ahead of the threat landscape.2026 Strategic Execution In 2026, the Board of Directors will continue its active oversight of management and guide Lockheed Martin’s execution of its strategy to position the company for future growth opportunities by:•Accelerating digital technology across the defense enterprise through commercial partnerships, targeted investments and in-house innovation.•Increasing the resilience of the defense industrial base through close collaboration with our customers and Congress on acquisition transformation and anti-fragility measures.•Advancing American and allied interoperability by expanding our international operations that strengthen manufacturing, increase efficiency and ultimately deliver greater capability than any of us could achieve alone. Gen. Joseph F. Dunford, Jr. has decided not to stand for reelection to the Board. We thank Gen. Dunford for his distinguished service to our company for the past six years and wish him well in his future endeavors. On behalf of the Board, thank you for your continued investment and confidence in Lockheed Martin.Sincerely, | |
|---|---|
| James D. TaicletChairman, President and Chief Executive Officer | Thomas J. FalkIndependent Lead Director |
| 2026 Proxy Statement | iii |
Table of Contents
| ABOUT LOCKHEED MARTIN | 1 |
|---|---|
| CORPORATE GOVERNANCE | 2 |
| Governance Highlights | 2 |
| Board Leadership Structure | 3 |
| Board Committees | 4 |
| Director Independence and Related Person Transactions | 7 |
| Director Engagement | 9 |
| Board Accountability to Stockholders | 9 |
| Board Oversight of Risk | 11 |
| Board Strategic Oversight | 14 |
| Board Sustainability Oversight | 15 |
| DIRECTOR NOMINEES | 17 |
| PROPOSAL 1:ELECTION OF DIRECTORS | 17 |
| Director Nominee Snapshots | 17 |
| Director Nominees’ Strategic Expertise and Core Competencies | 18 |
| Director Nominee Biographies | 19 |
| Director Nomination Process | 24 |
| Director Commitments, Onboarding and Stock Ownership Guidelines | 25 |
| Director Compensation | 26 |
| EXECUTIVE COMPENSATION | 28 |
| PROPOSAL 2:ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY) | 28 |
| Compensation Committee Report | 28 |
| Compensation Discussion and Analysis | 29 |
| Summary Compensation Table | 45 |
| Other Executive Compensation Information and Tables | 48 |
| CEO Pay Ratio | 57 |
| Pay Versus Performance | 58 |
| AUDIT MATTERS | 61 |
| PROPOSAL 3:RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 61 |
| Audit Committee Report | 63 |
| STOCKHOLDER PROPOSAL | 64 |
| OTHER INFORMATION | 66 |
| Security Ownership of Management and Certain Beneficial Owners | 66 |
| Frequently Asked Questions | 68 |
| Appendix A: Definition of Non-GAAP Measures | 75 |
| Disclosure Regarding Forward-Looking Statements | 77 |
| Frequently Requested Information | |
|---|---|
| Board Leadership Structure | 3 |
| Board Attendance | 9 |
| Board Performance Assessment | 9 |
| Board Oversight of Risk | 11 |
| Dynamic and Emerging Risks | 13 |
| Director Nominees’ Strategic Expertise and Core Competencies Matrix | 18 |
| Director Nominee Biographies | 19 |
| Oversight of Director Commitments | 25 |
| Director Compensation | 26 |
| Compensation Discussion and Analysis | 29 |
| Summary Compensation Table | 45 |
| iv | 2026 Proxy Statement |
|---|
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