Lockheed Martin Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: LMT · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 936468

Lockheed Martin CORP DEF 14A Filing Summary
FieldDetail
CompanyLockheed Martin CORP (LMT)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$67.6 billion, $6.9 billion, $7.4 billion, $7.9 billion, $6.2 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Lockheed Martin, Executive Compensation, Corporate Governance

TL;DR

<b>Lockheed Martin Corporation has filed its Definitive Proxy Statement (DEF 14A) for the period ending December 31, 2023.</b>

AI Summary

LOCKHEED MARTIN CORP (LMT) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for Lockheed Martin Corporation. The report covers the period ending December 31, 2023, with a filing date of March 15, 2024. The company's principal business address is 6801 Rockledge Drive, Bethesda, MD 20817. The SIC code for Lockheed Martin Corporation is 3760 (Guided Missiles & Space Vehicles & Parts). The filing includes data related to executive compensation, including stock awards and pension values for PEO and Non-PEO members across multiple fiscal years.

Why It Matters

For investors and stakeholders tracking LOCKHEED MARTIN CORP, this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it details executive compensation, board nominations, and other corporate governance matters, enabling informed voting decisions. The detailed breakdown of executive compensation components, including stock awards and pension adjustments, provides transparency into how the company incentivizes and rewards its top leadership.

Risk Assessment

Risk Level: medium — LOCKHEED MARTIN CORP shows moderate risk based on this filing. The filing is a routine proxy statement, but the complexity of executive compensation and potential shareholder proposals could introduce medium-level risks related to corporate governance and investor relations.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions at the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did LOCKHEED MARTIN CORP file this DEF 14A?

LOCKHEED MARTIN CORP filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by LOCKHEED MARTIN CORP (LMT).

Where can I read the original DEF 14A filing from LOCKHEED MARTIN CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by LOCKHEED MARTIN CORP.

What are the key takeaways from LOCKHEED MARTIN CORP's DEF 14A?

LOCKHEED MARTIN CORP filed this DEF 14A on March 15, 2024. Key takeaways: The filing is a Definitive Proxy Statement (DEF 14A) for Lockheed Martin Corporation.. The report covers the period ending December 31, 2023, with a filing date of March 15, 2024.. The company's principal business address is 6801 Rockledge Drive, Bethesda, MD 20817..

Is LOCKHEED MARTIN CORP a risky investment based on this filing?

Based on this DEF 14A, LOCKHEED MARTIN CORP presents a moderate-risk profile. The filing is a routine proxy statement, but the complexity of executive compensation and potential shareholder proposals could introduce medium-level risks related to corporate governance and investor relations.

What should investors do after reading LOCKHEED MARTIN CORP's DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions at the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does LOCKHEED MARTIN CORP compare to its industry peers?

Lockheed Martin Corporation operates in the aerospace and defense industry, specifically in the manufacturing of guided missiles and space vehicles.

Are there regulatory concerns for LOCKHEED MARTIN CORP?

The filing is a DEF 14A, which is a regulatory filing required by the SEC for public companies to provide information to shareholders regarding annual meetings.

Industry Context

Lockheed Martin Corporation operates in the aerospace and defense industry, specifically in the manufacturing of guided missiles and space vehicles.

Regulatory Implications

The filing is a DEF 14A, which is a regulatory filing required by the SEC for public companies to provide information to shareholders regarding annual meetings.

What Investors Should Do

  1. Review the detailed executive compensation packages for Named Executive Officers (NEOs).
  2. Analyze any proposed amendments to compensation plans or equity awards.
  3. Understand the company's governance practices and any shareholder proposals presented.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. Specific comparative data from the previous filing is not detailed in this excerpt.

Filing Stats: 4,299 words · 17 min read · ~14 pages · Grade level 20 · Accepted 2024-03-15 09:04:02

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 42 PROPOSAL 2: A D VISORY VOTE TO APPROVE THE COMPENSATION OF OUR NEOs (SAY-ON-PAY) 43 Compensation Committee Report 43 Compensation Discussion and A nalysis 44 Summary Compen sation 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

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 S ummary Compensation Table 60 2024 Proxy Statement iv ABOUT LOCKHEED MARTIN VOTING ROADMAP CORPORATE GOVERNANCE DIRECTOR NOMINEES

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION A UDIT MATTERS STOCKHOLDER PROPOSALS O THER INFO RMATION About Lockheed Martin Lockheed Martin Corporation (Lockheed Martin, the Company, us or we) (NYSE: LMT) is a global security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. We also provide a broad range of management, engineering, technical, scientific, logistics, system integration and cybersecurity services. We serve both U.S. and international customers with products and services that have defense, civil and commercial applications, with our principal customers being agencies of the U.S. Government. Our strategic objectives drive our business Our Mission is to enhance defense, security and scientific discovery by delivering reliable, innovative and affordable solutions for our customers' most daunting challenges. Everything we do as a company is focused on this mission. We know that good business is about meeting our customers' greatest needs and believe that if we operate as One Lockheed Martin (OneLM) to execute our strategic objectives that we will continue delivering value for our customers, employees and stockholders. Lead Innovate Drive Grow our industry by joining with our customers to deliver superior 21st Century Security deterrence by adopting digital technology and open standards, creating an "anti-fragile" industrial base and closely collaborating with global partners to rapidly deliver capability through technology development, application of commercial technology, digital transformation of our business, and use of new business models operational excellence throughout the Company and efficiency throughout the industry by focusing on program performance, supply chain transformation and improved business processes organically and profitably by extending franchise programs, creating new segments, expanding internationally, capitali

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION A UDIT MATTERS STOCKHOLDER PROPOSALS O THER INFO RMATION 2023 Financial Highlights $67.6 billion Sales $6.9 billion (27.55 / share) Net Earnings $7.4 billion Segment Operating Profit* $7.9 billion Cash From Operations $6.2 billion Free Cash Flow* $160.6 billion Backlog $6.0 billion Share repurchases $3.1 billion Dividends $3.2 billion Indep. R&D and Cap Ex Return to Shareholders * See Appendix A for definitions of non-GAAP Measures. In 2023, we: Returned to growth a year ahead of plan Ended the year with record backlog positioning us for future growth Increased our quarterly cash dividend for the 21st consecutive year Our Industry Leading Portfolio (2023 sales) $27.5 billion Aeronautics $11.3 billion Missiles and Fire Control $16.2 billion Rotary and Mission Systems $12.6 billion Space Advancing air superiority: Modernizing precision strike and missile defense: Furthering future flight, maritime security, battle management and mission technology: Pioneering space exploration and security: F-35 Lightning II F-16 Fighting Falcon C-130 Hercules F-22 Raptor Skunkworks GMLRS HIMARS PAC-3, THAAD PrSM JASSM, LRASM SNIPER and IRST21 Black Hawk CH-53K Aegis C2BMC C6ISR Training and Logistics Next Gen OPIR GEO Trident II Orion Next Generation Interceptor GPS III Small Satellite Solar Arrays OneLM Campaigns Combined Joint All-Domain Command and Control and Joint All-Domain Operations Hypersonic Strike and Defense Crewed-Uncrewed Teaming 5G.MIL and Advanced Communications Our People 122,000 Employees Worldwide 65,000 Engineers, Scientists and IT Professionals 21% are Veterans Employee data as of December 31, 2023 2024 Proxy Statement 2 ABOUT LOCKHEED MARTIN VOTING ROADMAP CORPORATE GOVERNANCE DIRECTOR NOMINEES

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION A UDIT MATTERS STOCKHOLDER PROPOSALS O THER INFO RMATION Lockheed Martin is Committed to Sound Corporate Governance We are proud to be the industry leader in the global security and aerospace industry and we have developed sound governance practices commensurate with the nature of our business. Our Board is active, engaged and independent; we focus on stockholder rights; and our governance model is dynamic and enables robust oversight of our business. Our Board is active, engaged and independent All of our board members are independent except for our Chairman, President and CEO The Governance Committee reviews the Board leadership structure annually, with the Board electing the Chair and, if the Chair is not independent, the independent directors electing an independent Lead Director Our independent directors meet in executive session regularly, have access to management and other employees and conduct annual self- and Board-evaluations The Board focuses on Board refreshment and management succession planning; about 1/3 of our board members are new in the past four years and 2/3 are new in the past six years We require that directors own meaningful amounts of Lockheed Martin stock and we have a director retirement policy Our Board committees consist entirely of independent directors Our independent Lead Director plays a key role in our corporate governance processes, including leading our Nominating and Corporate Governance Committee (Governance Committee), leading the independent directors, providing feedback to management (including our Chairman), championing Board refreshment, communicating with stockholders and serving as ex officio member of all Board committees The Board regularly reviews its Committee charters and Corporate Governance Guidelines (Governance Guidelines) We had 97% attendance at Board and Committee meetings throughout 2023 We assess thoroughly and report transparently any related person transactions O

EXECUTIVE COMPENSATION

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 FOR each Nominee 28 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 shareholder return and other key financial measures FOR 43 Ratification of Ernst & Young LLP (EY) as our Independent Auditors for 2024 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 a Report on Alignment of Political Activities with Human Rights Policy Our political activities support our business and align to our human rights commitments We comprehensively disclose our political activities and spending Our approach to human rights and public policy matters mitigates risk to the Company AGAINST 80 Requesting a Report on Reducing Full Value Chain GHG Emissions The proposal ignores the unique circumstances in our industry regarding Scope 3 emissions by prescriptively requiring Scope 3 emissions goals with a firm timeline for achievement Our sustainability strategy continues to yield results and, unlike the "report" requested by the proponents, effectively mitigates risk We invest to drive con

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSALS OTHER INFORMATION

Executive Compensation

Executive Compensation We ask that you approve our Say-on-Pay proposal for 2024 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 2023 ANNUAL INCENTIVE RESULTS 2021 - 2023 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 (50 th percentile) approach for determining NEO target pay levels Caps on annual and long-term incentives, including when Total Stockholder Return (TSR) is negative Sustainability goals included in our annual incentive 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 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 2024 Proxy Statement 6 ABOUT LOCKHEED MARTIN VOTING ROADMAP CORPORATE GOVERNANCE DIRECTOR NOMINEES

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSALS OTHER INFORMATION Corporate Governance Governance Highlights 8 Board Leadership Structure 9 Our combined Chairman, President and CEO role effectively supports our business needs 9 Our independent L ead D irector serves an integral governance role 9 Our independent directors routinely hold executive sessions without management 10 B oard Committees 10 Director Independence, Related Person Transactions and Director Engagement 13 Director independence is key to our Company ' s strong governance 13 We a ssess and t ransparently d isclose r elated p erson t ransactions 14 Our d irectors actively attend and participate in board meetings 15 The Board and committees 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 17 Our stockholders have the right to amend our B ylaws 17 We have adopted proxy access in our B ylaws 17 Our stockholder have the right to call a special meeting 17 We have no poison pill 17 Board Oversight of Risk 18 The Board applies a sophisticated risk oversight model 18 The Board evaluated numerous dynamic and emerging risk focus area s in 2023 20 We lead the way in applying robust cybersecurity to protect our business 20 We apply ethics, prudence and training to oversee and deploy artificial intelligence 20 Our political activities are transparent and consistent with our values 20 Lockheed Martin's core business protects — and our business practices respect — human rights 21 Board Oversight of our Business and People Strategy 22 The Board takes and active role in overseeing strategic planning 22 The Board discusses management succession planning regularly 22 We have aligned our people strategy with our business strategy 23 Board Oversight of Sustainability

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AUDIT MATTERS STOCKHOLDER PROPOSALS OTHER INFORMATION Corporate Governance We are deeply committed to strong corporate governance practices that ensure Board and management accountability, enhan

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