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Definitive Proxy Statement
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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March 11, 2020
Dear Fellow Stockholders:
You are cordially invited to attend Lockheed Martin's 2020 Annual Meeting of Stockholders on Thursday, April 23, 2020, at 8:00 a.m. EDT.
Celebrating 25 Years as Lockheed Martin
On March 15, 1995, Lockheed and Martin Marietta officially combined in a “merger of equals” to form Lockheed Martin. As we celebrate 25 years as a single company, I’m proud to report that Lockheed Martin has never been stronger. Both companies brought a rich heritage with roots that reach back to the early days of aviation, when Allan and Malcolm Lockheed and Glenn Martin founded their respective companies in 1912. These pioneering businesses developed some of the most innovative technologies of the 20th century. We are honored to have furthered this legacy over the past 25 years and we will continue to shape the future of aerospace and defense for decades to come.
Record 2019 Financial Performance
In 2019, Lockheed Martin delivered another year of outstanding financial performance for our stockholders. We increased net sales and net earnings by double digit percentages year-over-year, achieving new records of $59.8 billion and $6.2 billion, respectively. Our earnings per share reached $21.95, representing a 25 percent increase over 2018. In addition, we generated $7.3 billion in cash from operations after discretionary pension contributions of $1.0 billion and returned $3.8 billion in cash to stockholders through dividends and share repurchases. We were also pleased to end the year with a record backlog of $144 billion, setting the stage for continued success in 2020. For more detailed information on our financial results, please review our proxy statement and the enclosed 2019 Annual Report.
The Power of Our People
We recognize that in order to drive innovation and operational excellence, we must attract, develop, motivate, and retain world-class talent. Through the execution of our people strategy and management succession plan, we're working to expand our talent pipeline and build a workforce with the skills necessary to thrive in the workplace of the future. Our workforce development efforts are focused on ensuring that Lockheed Martin will maintain our leadership position in the industry and continue to provide our customers with innovative solutions to emerging challenges.
Commitment to Sound Corporate Governance
We are committed to implementing best practices in corporate governance to promote accountability to our stockholders. Board refreshment is an important element of our corporate governance framework. Over the past five years, we have added seven new independent directors, reducing our average director tenure to five years. Debra L. Reed-Klages became a director in November, further enhancing the diversity of our board. Debra’s international business leadership experience, combined with her expertise in risk management and environmental sustainability, make her an excellent addition to our team. Retired Chairman of the Joint Chiefs of Staff General Joseph F. Dunford, Jr. also joined our board in February 2020. General Dunford's experience in complex, global operations and risk management, including cybersecurity threats, is a tremendous asset and will enhance board oversight in key business areas. Following the 2019 annual meeting, our independent directors elected Dan Akerson to serve as the independent Lead Director. Dan is a proven leader who will continue to provide independent oversight and expert guidance to the board.
On behalf of the entire board of directors, I want to thank you for your continued investment in Lockheed Martin. Even if you plan to attend the annual meeting in person, we urge you to promptly cast your vote in accordance with the board's recommendations.
Sincerely,
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Marillyn A. Hewson
Chairman, President and
Chief Executive Officer
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“As we celebrate the 25th anniversary of the Lockheed Martin merger, I’m proud to report that our company has never been stronger. In the decades to come, we will further the rich legacies of our heritage companies by continuing to shape the future of aerospace and defense around the world.”
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www.lockheedmartin.com
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2020 Proxy Statement
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1
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Agenda
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Board Recommendation
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Item 1
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Election of 12 directors
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FOR
each of the director- nominees |
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Logistics
When:
Thursday, April 23, 2020, 8:00 a.m. EDT
Where:
Lockheed Martin Center for Leadership Excellence Auditorium 6777 Rockledge Drive Bethesda, MD 20817
Who Can Vote:
You can vote if you were a stockholder of record on February 24, 2020. |
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Item 2
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Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2020
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FOR
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Item 3
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Advisory vote to approve the compensation of our named executive officers (Say-on-Pay)
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FOR
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Item 4
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Management proposal to approve the Lockheed Martin Corporation 2020 Incentive Performance Award Plan
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FOR
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Item 5
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Consideration of a stockholder proposal, if properly presented
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AGAINST
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Consideration of any other matters that may properly come before the meeting
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How:
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Via the Internet:
www.investorvote.com |
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We have enclosed our 2019 Annual Report to Stockholders. The report is not part of the proxy soliciting materials for the 2020 Annual Meeting. The Proxy Materials or a Notice of Internet Availability were first sent to stockholders on or about March 11, 2020.
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. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your discretion.
Sincerely,
Maryanne R. Lavan
Senior Vice President, General Counsel and Corporate Secretary March 11, 2020 |
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By Telephone:
In the United States, Canada and Puerto Rico, call 1-800-652-8683; other locations call 1-781-575-2300. |
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By Mail:
Mark, date and sign your proxy card or voting instruction form and return it in the accompanying postage prepaid envelope. |
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In Person:
Attend the meeting to vote in person. |
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Admission to Meeting and Meeting Security:
To obtain an admission ticket to attend the meeting, follow the advance registration instructions on page 96 of the Proxy Statement. Valid, government-issued photo identification is required at the meeting. All hand-carried items are subject to inspection and will be screened at the door. Cameras, cell phones, electronic devices, bags and briefcases will not be permitted in the meeting. |
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Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting:
The 2020 Proxy Statement and 2019 Annual Report are available at www.edocumentview.com/LMT. |
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PROXY STATEMENT SUMMARY
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PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NEOs (SAY-ON-PAY)
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Message from the Independent Lead Director
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Board Leadership Structure
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PROPOSAL 4: MANAGEMENT PROPOSAL TO APPROVE THE LOCKHEED MARTIN CORPORATION 2020 INCENTIVE PERFORMANCE AWARD PLAN
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Board Role in Strategic Planning
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Enterprise Risk Management
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Management Succession Planning
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EQUITY COMPENSATION PLAN INFORMATION
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Board Oversight of our People Strategy
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Effective Stockholder Engagement
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DIRECTOR COMPENSATION
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Director Overboarding Policy
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Related Person Transaction Policy
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DELINQUENT SECTION 16(A) REPORTS
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Certain Relationships and Related Person Transactions of Directors, Executive Officers and 5 Percent Stockholders
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PROPOSAL 5: STOCKHOLDER PROPOSAL TO ADOPT STOCKHOLDER ACTION BY WRITTEN CONSENT
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Accountability to Stockholders
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Majority Voting Policy for Director Elections
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Stockholder Right to Amend Bylaws
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Proxy Access
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Stockholder Right to Call Special Meeting
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No Poison Pill
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Appendix A: Lockheed Martin Corporation 2020 Incentive Performance Award Plan
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www.lockheedmartin.com
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2020 Proxy Statement
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3
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Record
Sales of |
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Record
Backlog level of |
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Returned to Stockholders
through dividends and share repurchases |
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$59.8B
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$144B
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$3.8B
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4
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Proposal
1 |
Election of 12 Director-Nominees
The Board recommends a vote FOR each of the director-nominees.
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See pages 10-16 for further information.
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Proposal
2 |
Ratification of the appointment of Ernst & Young LLP as our Independent Auditors for 2020
The Board recommends a vote FOR ratification of Ernst & Young LLP for 2020.
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See pages 33-34 for further information.
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Proposal
3 |
Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)
The Board recommends a vote FOR our Say-on-Pay proposal.
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See page 36 for further information.
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Proposal
4 |
Management Proposal to Approve the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (the 2020 IPAP)
The Board recommends a vote FOR the approval of the 2020 IPAP.
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See pages 74-81 for further information.
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Proposal
5 |
Stockholder Proposal to Adopt Stockholder Action by Written Consent
The Board recommends a vote AGAINST proposal 5.
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See pages 88-89 for further information.
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www.lockheedmartin.com
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2020 Proxy Statement
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5
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Committees Member: ● Chair: C
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Name, Age, Independence and Position
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Tenure
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Other Public Boards
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Audit
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Classified
Business and Security |
Management
Development and Compensation |
Nominating
and Corporate Governance |
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Daniel F. Akerson, 71, Independent Lead Director
Retired Chairman and Chief Executive Officer of General Motors Company |
2014
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CommScope Holding Company, Inc.
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C
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David B. Burritt, 64, Independent
President and Chief Executive Officer of United States Steel Corporation |
2008
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United States Steel Corporation
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●
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●
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Bruce A. Carlson, 70, Independent
Retired United States Air Force General |
2015
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Benchmark Electronics Inc.
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●
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●
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Joseph F. Dunford, Jr., 64, Independent
Retired United States Marine Corps General
Former Chairman of the Joint Chiefs of Staff
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2020
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None
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●
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●
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James O. Ellis, Jr., 72, Independent
Retired President and Chief Executive Officer of Institute of Nuclear Power Operations |
2004
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Dominion Energy, Inc.
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●
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C
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Thomas J. Falk, 61, Independent
Retired Chairman and Chief Executive Officer of Kimberly-Clark Corporation |
2010
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None
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C
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●
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Ilene S. Gordon, 66, Independent
Retired Chairman and Chief Executive Officer of Ingredion Incorporated |
2016
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International Paper Company
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●
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C
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Marillyn A. Hewson, 66
Chairman, President and Chief Executive Officer of Lockheed Martin Corporation |
2012
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Johnson & Johnson
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Vicki A. Hollub, 60, Independent
President and Chief Executive Officer of Occidental Petroleum Corporation |
2018
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Occidental Petroleum
Corporation |
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●
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●
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Jeh C. Johnson, 62, Independent
Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP Former Secretary of Homeland Security |
2018
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None
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●
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●
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Debra L. Reed-Klages, 63, Independent
Retired Chairman, President and Chief Executive Officer of Sempra Energy |
2019
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Chevron Corporation; Caterpillar Inc.
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●
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●
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James D. Taiclet, Jr., 59, Independent
Chairman, President and Chief Executive Officer of American Tower Corporation |
2018
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American Tower
Corporation |
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●
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●
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Board Diversity
42%
Gender and Ethnic Diversity
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CEO Leadership Experience
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8
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Directors are current or former public company CEOs who add to the effectiveness of the Board through leadership experience in large, complex organizations and expertise in corporate governance, strategic planning and risk management.
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4 Female Directors
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1 African-American Director
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Global Experience
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Board Refreshment
7 New Directors in Past 5 Years |
12
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Directors have board leadership experience with multinational companies or internationally.
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7 Directors 0-5 years
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Financial Experts
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3 Directors 6-10 years
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7
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Directors meet the Securities and Exchange Commission’s (SEC) criteria as independent “audit committee financial experts.”
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2 Directors 10+ years
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Average Tenure
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5 Years
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Government Experience
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Average Age 65
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4
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Directors have served in senior government or military positions and provide industry experience and insight into our core customers and governments around the world.
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2 50 – 60
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8 61 – 70
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Veterans of the U.S. Armed Forces
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2 71 – 75
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6
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Directors are military veterans.
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Mandatory Retirement Age
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75
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www.lockheedmartin.com
|
2020 Proxy Statement
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6
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Boards are accountable to stockholders
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Boards should adopt structures and practices that enhance their effectiveness
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✓ Annual election of directors
✓ Majority voting standard for uncontested director elections
✓ Directors not receiving majority support tender resignation to Board for consideration
✓ Market-standard proxy access right for stockholders
✓ No poison pill
✓ Fully disclose corporate governance practices
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✓ 11 of 12 directors are independent
✓ 4 of our directors are women
✓ Significant Board refreshment
✓ Directors reflect a diverse mix of skills and experience
✓ All Board committees are fully independent
✓ Annual Board and committee self-assessments
✓ Board access to officers and employees
✓ 2019 Board attendance greater than 98%
✓ Overboarding policy ensures Board members can devote sufficient time to the Corporation
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Boards should be responsive to stockholders and be proactive in order to understand their perspectives
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Boards should have strong, independent leadership
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✓ Proactive, year-round engagement with stockholders, including participation of independent Lead Director
✓ Engagement topics included Board refreshment, executive compensation, and environmental, social and governance (ESG) matters
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✓ Empowered independent Lead Director
✓ Annual review of Board leadership structure
✓ Independent chairs of all Board committees
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Stockholders should be entitled to voting rights in proportion to their economic interest
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Boards should develop management incentive structures that are aligned with the long-term strategy of the company
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✓ One class of voting stock
✓ “One share, one vote” standard
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✓ Compensation programs actively reviewed by the Board and include short- and long-term goals tied to the long-range plan and that underpin our long-term strategy
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Practices Contributing to Board Effectiveness
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Ø Identification of Diverse Board Candidates
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Meaningful Refreshment
The Board has added 7 new directors in the past 5 years.
Skills enhanced in past 5 years:
• Enterprise risk management
• Environment, safety and health, and sustainability expertise
• Global organization experience
• Innovation, information technology and cybersecurity
• Industry and customer experience
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Ø Rotation of Board Committee Assignments
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Ø Annual Performance Assessments
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Ø Robust Onboarding and Continuing Education
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Ø Tenure and Overboarding Guidelines
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Lockheed Martin engages with a broad range of stockholders, including index funds, unions and public pension funds, actively-managed funds and socially-responsible investment funds, and proxy advisory firms. During 2019, we contacted 47 of our largest institutional investors, stockholders and other significant stakeholders, representing over 45 percent of our outstanding shares, and invited them to engage on various topics including board composition, executive compensation, human capital management, ESG matters, as well as any other topics of interest. We engaged by telephone conference or written correspondence with over 30 of the stakeholders contacted, including stockholders representing approximately 39 percent of our outstanding shares.
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30+
Engagements
25+
Stockholders
39%
Outstanding Stock (as of December 31, 2019)
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7
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Based on our strong short- and long-term financial and operational performance, as manifested in record sales, backlog, segment operating profit, and earnings per share for the year, our 2019 annual and 2017-2019 long-term incentive plans paid out above the targets.
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1-, 3- and 5-Year Total Stockholder Returns
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*
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See Non-GAAP terms in Appendix B for an explanation of “Segment Operating Profit,” “Return on Invested Capital (ROIC),” and “Performance Cash” and our forward-looking statements concerning future performance or goals for future performance.
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Best Practices in Our Programs
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Practices We Do Not Engage In or Allow
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• 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
• Enhanced clawback policy on variable pay
• Double-trigger provisions for change in control
• Robust stock ownership requirements
• Low burn rate and dilution
• Incentive payouts deteriorate more rapidly between minimum and target as compared to target and maximum
• No payment of dividends or dividend equivalents on unvested equity awards
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• No employment agreements
• No option backdating, cash out of underwater options or repricing
• No excise tax assistance (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
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www.lockheedmartin.com
|
2020 Proxy Statement
|
8
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We take an integrated approach to managing a spectrum of corporate culture, ethics and business integrity, governance and sustainability through a risk management lens. Oversight of ESG matters follows our formal sustainability governance structure. This structure includes our Nominating and Corporate Governance Committee (Governance Committee), the executive leadership team and a working group of key functional leaders who partner to implement sustainability policies and processes across our operations. The Governance Committee is chartered by the Board of Directors to lead its oversight responsibilities relating to the Corporation’s ethical conduct, environmental stewardship, corporate culture, philanthropy, workforce diversity, health and safety.
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Sustainability Mission
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Our sustainability mission is to foster innovation, integrity and security to protect the environment, strengthen communities and propel responsible growth.
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Our Sustainability Governance Structure
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Relevant Issues and Strategic Priorities
Through 2020, we are focusing on five core sustainability issues and objectives, set forth below. These five core issues include ESG topics that represent stakeholder priorities and drivers of long-term value creation. In 2019, we underwent a core issues assessment and surveyed our stakeholders to inform our sustainability priorities beyond 2020. We also established the next generation of our Go Green environmental stewardship goals. Refer to page 32 for further details.
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Our independent directors who serve on the Governance Committee review performance against the Sustainability Management Plan (SMP), a set of targets that correspond to objectives associated with our five core issues listed above. The Governance Committee also approves the Corporation’s Code of Conduct (www.lockheedmartin.com/en-us/who-we-are/ethics/code-of-ethics.html) and annual Sustainability Report (www.lockheedmartin.com/en-us/who-we-are/sustainability.html).
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9
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Proposal
1 |
Election of Directors
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• Diverse slate of directors with broad leadership and customer experience.
• All nominees are independent, except the Chairman.
• Average director tenure is five years with seven new directors in five years.
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The Board unanimously recommends a vote FOR each of the director-nominees.
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At Lockheed Martin, we recognize diversity and inclusion as a business imperative. We believe that our business accomplishments are a result of the efforts of our employees around the world, and that a diverse employee population will result in a better understanding of our customers’ needs. Our success with a diverse workforce also informs our views about the value of a board of directors that has persons of diverse skills, experiences and backgrounds. To this end, the Board seeks to identify candidates with areas of knowledge or experience that will expand or complement the Board’s existing expertise in overseeing a technologically advanced global security and aerospace company. Diversity in skills and backgrounds ensures that the widest range of options and viewpoints are expressed in the boardroom.
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10
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David B. Burritt
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Independent Director
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Director since 2008
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Biography
President and Chief Executive Officer of United States Steel Corporation since May 2017. Mr. Burritt also was named to United States Steel Corporation's board of directors at that time. Mr. Burritt previously served as President and Chief Operating Officer of United States Steel Corporation from February 2017 to May 2017; Chief Financial Officer from September 2013 to May 2017; and Executive Vice President from September 2013 to February 2017. Prior to joining U.S. Steel, Mr. Burritt served as Chief Financial Officer of Caterpillar Inc. until his retirement in 2010, after more than 32 years with the company.
|
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Age 64
Current Committees
• Audit
• Nominating and Corporate Governance
Other Current Public Boards
United States Steel Corporation
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Skills, Qualifications and Core Competencies
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• Expertise in public company accounting, risk management, disclosure, financial system management, manufacturing and commercial operations and business transformation from roles as CEO and CFO at United States Steel Corporation and CFO and Controller at Caterpillar Inc.
• Over 40 years’ experience with the demands and challenges of the global marketplace from his positions at United States Steel Corporation and Caterpillar Inc.
|
11
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www.lockheedmartin.com
|
2020 Proxy Statement
|
12
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13
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www.lockheedmartin.com
|
2020 Proxy Statement
|
14
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Jeh C. Johnson
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Independent Director
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Director since 2018
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Biography
Partner at the international law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP since January 2017. Previously, Mr. Johnson served as U.S. Secretary of Homeland Security from December 2013 to January 2017; and as General Counsel of the U.S. Department of Defense and as General Counsel of the U.S. Department of the Air Force. Mr. Johnson is presently a director of the Council on Foreign Relations, and formerly served as a director of PG&E Corporation from May 2017 to March 2018.
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Age 62
Current Committees
• Classified Business and Security
• Nominating and Corporate Governance
Other Current Public Boards
None
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Skills, Qualifications and Core Competencies
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• Expertise in national security, leadership development and organizational preparedness from his service as U.S. Secretary of Homeland Security
• Industry-specific expertise and insight into our core customers, including requirements for acquisition of products and services, from prior senior leadership positions with the military
• Experience with large organization management and assessing human resources, equipment, cybersecurity, and financial requirements, as well as reputational risks
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15
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www.lockheedmartin.com
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2020 Proxy Statement
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16
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Board Refreshment Elements
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Governance Committee Review of Board Candidates
The Board seeks a diverse group of candidates who, at a minimum, possess the background, skills, expertise, competencies and time to make a significant contribution to the Board. The Governance Guidelines (available at www.lockheedmartin.com/corporate-governance) list criteria against which candidates may be judged. In addition, the Governance Committee considers, among other things:
• input from the Board’s self-assessment process to prioritize areas of expertise that were identified;
• investor feedback and perceptions;
• the candidates’ skills and competencies to ensure they are aligned to the Corporation’s future strategic challenges and opportunities;
• the needs of the Board in light of Board retirements; and
• a balance between public company and government customer-related experience.
During the process of identifying and selecting director nominees, the Governance Committee screens and recommends candidates for nomination by the full Board. The Bylaws currently provide that the size of the Board may range from 10 to 14 members.
Director candidates also may be identified by stockholders and will be evaluated under the same criteria applied to other director nominees and considered by the Governance Committee. Information on the process and requirements for stockholder nominees may be found in Sections 1.10 and 1.11 of our Bylaws on the Corporation’s website at www.lockheedmartin.com/corporate-governance.
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Board Committee Assignments
In February of each year, the Governance Committee reviews the membership, tenure, leadership and commitments of each of the committees and considers possible changes given the qualifications and skill sets of members on the Board or a desire for committee rotation or refreshment. The Governance Committee also takes into consideration the membership requirements and responsibilities set forth in each of the respective committee charters and the Governance Guidelines as well as any upcoming vacancies on the Board due to our mandatory retirement age. The Governance Committee recommends to the Board any proposed changes to committee assignments and leadership to be made effective at the next annual meeting of stockholders. The Governance Committee also reviews the operation of the Board generally and based upon its recommendation, the Board approved the consolidation of the Strategic Affairs Committee into the Audit Committee effective immediately following the 2019 annual meeting.
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17
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Our Tenure Guidelines
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Mandatory Retirement Age
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A director must retire at the annual meeting following his or her 75th birthday.
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Term Limits
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We do not have term limits for directors as we believe implementing term limitations may prevent the Board from taking advantage of insight that longer tenure brings.
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Employment Change
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Directors should expect to resign upon any significant change in principal employment or responsibilities.
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Failed Election
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Directors must offer to resign as a result of a failed stockholder vote under majority voting policy.
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www.lockheedmartin.com
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2020 Proxy Statement
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18
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www.lockheedmartin.com
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2020 Proxy Statement
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19
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www.lockheedmartin.com
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2020 Proxy Statement
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20
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Members1:
Thomas J. Falk, Chair
David B. Burritt
James O. Ellis, Jr.
Ilene S. Gordon
Debra L. Reed-Klages
All Audit Committee members are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines and each has accounting and related financial management expertise sufficient to be considered financially literate within the meaning of the NYSE listing standards. The Board has determined that Messrs. Burritt and Falk and Mss. Gordon and Reed-Klages are qualified audit committee financial experts within the meaning of applicable SEC regulations.
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2019 Focus Areas
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Meetings in 2019: 6
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• Enterprise Risk Management and Internal Audit Plan Implementation
• Assessment of Critical Audit Matters Considered for Inclusion in Ernst & Young's 2019 Audit Report
• Oversight of Ernst & Young and Transition of New Audit Partner
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Roles and Responsibilities of the Committee
The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the financial condition of the Corporation, the integrity of the financial statements and compliance with legal and regulatory requirements. The Audit Committee has oversight of the Corporation’s internal audit plan and reviews risks and opportunities to management's long-term strategy as identified by the Corporation's enterprise risk management processes. It is directly responsible for the appointment, compensation, retention, oversight and termination of the Corporation's independent auditors, Ernst & Young LLP (Ernst & Young). The Audit Committee also reviews the allocation of resources, the Corporation’s financial condition and capital structure and policies regarding derivatives and capital expenditures. The Audit Committee meets privately with management, the Senior Vice President, Ethics and Enterprise Assurance, and Ernst & Young. The functions of the Audit Committee are further described in the “Audit Committee Report” on page 35.
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1 Mr. Akerson served on the Committee until April 2019; Mr. Ellis joined the Committee in April 2019; and Ms. Reed-Klages joined the Committee in November 2019.
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21
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Members1:
James O. Ellis, Jr., Chair
Bruce A. Carlson
Joseph F. Dunford, Jr.
Jeh C. Johnson
James D. Taiclet, Jr.
All members of the CBS Committee are independent within the meaning of the NYSE listing standards and our Governance Guidelines and hold high-level security clearances.
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2019 Focus Areas
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Meetings in 2019: 2
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• Classified Business and Related Financials
• Risks Related to Classified Programs
• Security of Personnel, Facilities and Data (including classified cybersecurity matters)
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Roles and Responsibilities of the Committee
The CBS Committee assists the Board in fulfilling its oversight responsibilities relating to the Corporation’s classified business activities and the security of personnel, facilities and data (including classified cybersecurity matters). The CBS Committee consists of directors who possess the appropriate security clearance credentials, at least one of whom must be a member of the Audit Committee, none of whom are officers or employees of the Corporation and all of whom are free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the CBS Committee.
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1 Messrs. Akerson and Ralston served on the Committee until April 2019; Mr. Taiclet joined in April 2019; and Mr. Dunford joined in February 2020.
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Members1:
Ilene S. Gordon, Chair
Thomas J. Falk
Vicki A. Hollub
Debra L. Reed-Klages
James D. Taiclet, Jr.
All members of the Compensation Committee are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines.
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2019 Focus Areas
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Meetings in 2019: 3
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• Oversight of Human Capital Management
• Executive Succession Planning and Recruitment and Retention of Critical Talent
• Incentive Pay Linkage to Stockholder Interests and Long-Term Value Creation
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Roles and Responsibilities of the Committee
The Compensation Committee reviews and approves the corporate goals and objectives relevant to the compensation of the CEO and other elected officers, evaluates the performance of the CEO and, either as a committee or together with the other independent members of the Board, determines and approves the compensation philosophy and levels for the CEO and other executive officers. The Compensation Committee does not delegate its responsibilities with respect to compensation that is specific to the executive officers. For other employees and for broad-based compensation plans, the Compensation Committee may delegate authority to the CEO or the Senior Vice President, Human Resources, subject to certain annual limits.
Additional information regarding the role of the Compensation Committee and our compensation practices and procedures is provided under the captions “Compensation Committee Report” on page 36, “Compensation Discussion and Analysis (CD&A)” beginning on page 37 and “Other Compensation Matters” on page 52.
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1 Mr. Akerson chaired, and Mr. Archibald served on the Committee until April 2019; Mr. Taiclet joined the Committee in April 2019; and Ms. Reed-Klages joined the Committee in November 2019.
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www.lockheedmartin.com
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2020 Proxy Statement
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22
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Members1:
Daniel F. Akerson, Chair
David B. Burritt
Bruce A. Carlson
Joseph F. Dunford, Jr.
Vicki A. Hollub
Jeh C. Johnson
All members of the Governance Committee are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines.
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2019 Focus Areas
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Meetings in 2019: 4
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• Oversight of Environmental, Social and Governance Matters
• Board Composition and Identification of New Director Candidates
• Board and Committee Effectiveness and Performance
• Board Responsiveness to Investor Feedback
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Roles and Responsibilities of the Committee
The Governance Committee develops and implements policies and practices relating to corporate governance, including our Governance Guidelines. The Governance Committee assists the Board by selecting candidates to be nominated to the Board, making recommendations concerning the composition of Board committees and overseeing the annual evaluation of the Board and its committees.
The Governance Committee reviews and recommends to the Board the compensation of directors. Our executive officers do not play a role in determining director pay other than to gather publicly available information.
The Governance Committee assists the Board in fulfilling its oversight efforts in corporate responsibility, corporate culture, human rights, environmental stewardship, political contributions, ethical business practices, community outreach, philanthropy, diversity, inclusion and equal opportunity, sustainability, and employee safety and health. The Governance Committee monitors compliance and recommends changes to our Code of Conduct.
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1 Mr. Archibald chaired, and Mr. Taiclet served on the Committee until April 2019; Mr. Akerson became chair, and Mr. Burritt joined the Committee in April 2019; and Mr. Dunford joined in February 2020.
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Executive Committee
The Board also has an Executive Committee chaired by the Chairman and CEO, and including the independent Lead Director and the chairs of the other standing committees. The Executive Committee can act on certain limited matters for the full Board in intervals between meetings of the Board. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported and ratified at the next Board meeting. The Executive Committee did not meet in 2019. |
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the Board (or the appropriate committee) reviews the progress and challenges to the Corporation’s strategy and approves specific initiatives, including acquisitions and divestitures over a certain monetary threshold;
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the Board (or the appropriate committee) reviews trends identified as significant risks and topical items of strategic interest such as human capital strategy and cybersecurity on a regular basis;
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at least annually, the Board meets at a Corporation facility where directors can tour the operations and engage directly with employees and experience first-hand the Corporation's culture; and
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each business segment executive vice president presents an operations review to the Board and each business segment financial officer presents a financial review to the Audit Committee on a rotating basis.
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23
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Board Oversight of our People Strategy
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The Board is actively engaged in oversight of human capital management. Annually, the Board meets to review our succession strategy and leadership pipeline for key roles, including the CEO, taking into account the Corporation’s long-term corporate strategy. More broadly, the Board is regularly informed on key talent indicators for the overall workforce, including performance against diversity metrics with respect to representation, hiring, promotions, and leadership. Talent management and employee engagement metrics and goals are included in the strategic and operational performance measures in management's annual incentive program. The Board also reviews our annual employee engagement survey results. The Board is updated on the Corporation’s People Strategy on an annual basis, which is refined based on business drivers, the changing internal and external environment, and the future of work. Board members also are active partners, engaging and spending time with our high potential leaders throughout the year at Board meetings and other events.
In 2019, Lockheed Martin transitioned from the term “Human Capital Management” to “People Strategy” which conveys our commitment to expanding our talent pipeline and critical skills to build our future workforce. Lockheed Martin's People Strategy is tightly aligned with our business needs and technology strategy. We continue to respond with agile solutions to internal and external environmental shifts, which includes delivering a robust pipeline of talent to support future business growth, remain competitive and to attract, develop, motivate and retain our workforce.
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www.lockheedmartin.com
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2020 Proxy Statement
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24
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•
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the independent Lead Director's and Board's independent oversight of management
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how the Board thinks about its composition and refreshment
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the Board's role in overseeing strategy and human capital management
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our commitment to sound compensation practices and pay-for-performance
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how sustainability goals are linked to executive pay with pre-set metrics and goals under our annual incentive program
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our equity grant practices and the proposed provisions of the new equity plan as described in Proposal 4
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our integrated approach to managing corporate culture, ethics and business integrity, governance and sustainability
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Stockholder Engagement Cycle
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Year-Round Engagement with Stockholders
• Solicit feedback on governance best practices and trends, Board composition and refreshment, executive compensation, human capital management, ESG matters and other topics of interest to stockholders
• Discuss stockholder proposals with proponents, if any
• Respond to investor inquiries and requests for information or engagement
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Annual Meeting of Stockholders
• Publish Annual Report, Proxy Statement and Sustainability Report
• Specific engagements with stockholders about the voting matters to be addressed at the annual meeting in April
• Receive and publish voting results for management and stockholder proposals
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Board Response
• Board responds, as appropriate, with continued discussions with stockholders and enhancements to policies, practices and disclosures
• Board uses stockholder feedback to enhance our disclosures, governance practices and compensation programs
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Evaluate Annual Meeting Results
• Discuss and evaluate voting results from annual meeting of stockholders
• Stockholder input informs our Board’s ongoing process of continually enhancing governance and other practices
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25
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• The role of the Board and director responsibilities;
• The role and responsibilities of the independent Lead Director;
• Application of our Code of Ethics and Business Conduct (the Code of Conduct) to the Board;
• Director nomination procedures and qualifications;
• Director independence standards;
• Director overboarding limits;
• Policies for the review, approval and ratification of related person transactions;
• Director orientation and continuing education;
• Review by the Governance Committee of any change in job responsibilities of directors;
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• Procedures for annual performance evaluations of the Board and its committees;
• Director stock ownership guidelines;
• Clawback policy for executive incentive compensation;
• Policy prohibiting hedging and pledging of company stock;
• Majority voting for the election of directors and resignation procedures for directors who fail to receive a majority vote;
• Process for director compensation review, specifically use of competitive data and input from independent compensation consultant; and
• Stockholder engagement program; our independent Lead Director will consider requests to speak to investors and will designate (in consultation with the Senior Vice President, General Counsel and Corporate Secretary) a director to engage with the requesting investors, if appropriate.
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Directors
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A director may not serve on the boards of more than four other public companies.
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Public Company CEO or Equivalent
|
Active CEOs or equivalent may not serve on the boards of more than two other public companies.
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Audit Committee
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Audit Committee members may not serve on more than two other public company audit committees.
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Compensation Committee
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Compensation Committee members may not serve on more than three other public company compensation committees.
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www.lockheedmartin.com
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2020 Proxy Statement
|
26
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27
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www.lockheedmartin.com
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2020 Proxy Statement
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28
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•
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the qualifications of the director whose resignation has been tendered;
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•
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the director’s past and expected future contributions to the Corporation;
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•
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the overall composition of the Board and its committees;
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•
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whether accepting the tendered resignation would cause the Corporation to fail to meet any applicable rule or regulation (including NYSE listing standards and the federal securities laws); and
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•
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the percentage of outstanding shares represented by the votes cast at the annual meeting.
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29
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Updated Performance Measures Beyond 2020
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Evolving Our Sustainability Priorities and Core Issues 2020+
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Advancing Resource Stewardship
• Energy Management
• Total Cost of Ownership
• Hazardous Chemicals/Materials
• Resources/Substance Supply Vulnerability
• Counterfeit Parts Prevention
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Elevating Digital Responsibility
• Data Privacy/Protection
• Artificial Intelligence
• Intellectual Property Protection
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Fostering Workforce Resiliency
• Workplace Safety
• Inclusion and Equity
• Harassment Free Workplace
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Modeling Business Integrity
• Anti-Bribery and Corruption
• Ethical Business Practices
• Safe Products
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•
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Published its eighth annual Sustainability Report;
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Received an “A-” CDP Climate Change score;
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Was named as an industry leader by Forbes and JUST Capital within the JUST 100, representing America’s most JUST Companies;
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30
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Earned, and the only North American prime defense contractor to do so, a ranking on the Dow Jones Sustainability World Index based on best-in-class sustainability practices and environmental, social and economic benchmarks. This is Lockheed Martin's sixth consecutive year on the Dow Jones Sustainability World Index, and its seventh consecutive year on the North American Index; and
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Received the United States Environmental Protection Agency’s Energy Star Partner of the Year Award, an award representing organizations that have made outstanding contributions to protecting the environment through superior energy efficiency.
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Enterprise Risk and Sustainability Priorities
To build integrated assurance, enterprise risk and sustainability are managed jointly in one department and mutually reinforced through the following processes:
• Risk Identification: We monitor a dynamic risk universe that includes ESG topics prevalent in voluntary frameworks, mandatory regulations, and internally identified sources.
• Risk Assessment: We prioritize and evaluate assumptions from a diverse set of risk topics that are relevant to strategic and operational objectives. This includes examining environmental and social factors applicable to risk topics in our business.
• Risk Controls and Mitigation: Through the Risk Audit Strategy Board (a periodic, rigorous examination of the intersection between our Enterprise Risk heat map index and our internal audit plan) we mitigate risk related to several ESG factors, and we track, measure and report our performance for greater transparency. This process also informs how we evaluate the effectiveness of controls for risk elements identified through our enterprise risk assessments, corporate policies and internal audits.
These linkages extend to operational elements of our business. Our Employee Wellbeing core issue emphasizes talent recruitment and talent development, two factors essential to identifying critical skills and helping employees reach their full potential. In alignment with our Information Security core issue, we educate and direct suppliers to resources to strengthen their abilities to counter data security and privacy threats, which are integral to our buying decisions. We teach small and disadvantaged businesses how to increase operational efficiency and manage ethics and sustainability impacts as stressed in our Business Integrity core issue.
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Risk Governance
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The categories of risks the Corporation faces, including significant drivers to meeting strategic objectives or compliance standards;
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A clear framework for accountability that illustrates mitigating measures and action plans, and how the Chairman and CEO and the executive leadership team are involved in reviewing and executing such activities;
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The ways in which risks are measured on an enterprise basis, the setting of aggregate and subject-specific risk indicators, and related policies and procedures in place to control risks; and
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The analysis underpinning prioritizations of key risks and the tools for risk observation to ensure that new or shifting risks are readily identified and addressed by management. This includes understanding risks inherent in the Corporation’s strategic plans, risks arising from the competitive landscape and the potential for technology and other ESG developments to impact profitability and prospects for sustainable, long-term value creation.
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31
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Environmental Stewardship
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2020
GOALS
(Against Baseline)
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REDUCE WATER
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REDUCE CARBON
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REDUCE FACILITY
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REDUCE TOTAL
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ENERGY AND WATER COST AVOIDANCE
$32M IN 2019
COMPARED T0 2010
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30%
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EMISSIONS
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ENERGY
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WASTE
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35%
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25%
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7%
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2019
PERFORMANCE
(Against Baseline)
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REDUCED
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REDUCED
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REDUCED
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REDUCED
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20%
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39%
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22%
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12%
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2030
GOALS |
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2025
GOALS |
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REDUCE CARBON
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REDUCE ENERGY
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REDUCE WASTE
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EMISSIONS PER $ GROSS PROFIT BY
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PER OCCUPANT BY
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PER OCCUPANT BY
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70%
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14%
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11%
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*2015 baseline
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*2016 baseline
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*2016 baseline
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Supplier Engagement and Social Impact
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>18.4 percent
of supplier partnerships selected were small businesses
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Earned an “exceptional” rating from the Defense Contract Management Agency for small business performance on Department of Defense Contracts with a strategic focus on advancing STEM education and supporting military and veteran causes
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>$5.3 billion
spent with approximately 6,950 small businesses
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>$994.4 million spent with woman-owned businesses
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>$693.0 million spent with approximately 715 veteran-owned small businesses
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>$102.8 million spent with Alaskan Native and Tribally Owned Corporations
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>$377.7 million spent with 212 service-disabled, veteran-owned small businesses
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>$10.3 million recorded in employee donations by over 21,000 employees to nearly 5,000 organizations
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Awarded 200 renewable STEM scholarships of $10,000 per year for college students majoring in engineering or computer science
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Announced in 2020 a commitment to award 150 vocational scholarships up to $6,600 each to fund degrees at accredited vocational-technical schools to prepare students for careers in technology that do not require a bachelor’s or advanced degree
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www.lockheedmartin.com
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2020 Proxy Statement
|
32
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Proposal
2 |
Ratification of Appointment of Independent Auditors
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• Independent accounting firm with the breadth of knowledge, support and expertise of its national office.
• Significant industry and government contracting expertise.
• Periodic mandated rotation of the audit firm’s lead engagement partner.
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The Board unanimously recommends that you vote FOR the ratification of the appointment of Ernst & Young as independent auditors for 2020.
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•
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the materials on independence provided by Ernst & Young;
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work quality;
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management’s level of satisfaction with its services;
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the adequacy of Ernst & Young’s staffing;
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the breadth of knowledge, support and expertise of its national office;
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the length of time Ernst & Young has been engaged;
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external data regarding Ernst & Young’s audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports on Ernst & Young and its peer firms;
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•
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Ernst & Young’s institutional knowledge and expertise with respect to the Corporation’s business and government contracting practices, quality and cost-effective services;
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•
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familiarity with the Corporation’s account;
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•
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level of expertise in accounting issues relating to government contracts; and
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•
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Ernst & Young’s performance in providing independent analysis of management positions.
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www.lockheedmartin.com
|
2020 Proxy Statement
|
33
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2018
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2019
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($)
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($)
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Audit Fees(a)
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23,150,000
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22,775,000
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Audit-Related Fees(b)
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75,000
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175,000
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Tax Fees(c)
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2,000,000
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2,300,000
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All Other Fees(d)
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15,000
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20,000
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(a)
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Audit fees are for services related to the annual audit of the Corporation’s consolidated financial statements, including the audit of internal control over financial reporting, the interim reviews of the Corporation’s quarterly financial statements, statutory audits of the Corporation’s foreign subsidiaries and consultations on accounting matters. Audit fees for 2018 include fees related to the Corporation's adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), as amended, which the Corporation adopted on January 1, 2019.
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(b)
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Audit-related fees are related to audits of the Corporation’s employee benefit plans and due diligence services in connection with acquisitions.
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(c)
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Tax fees are for domestic and international tax compliance and advisory services.
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(d)
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All other fees are primarily for subscriptions to Ernst & Young’s online research tools and training courses for professional qualifications.
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www.lockheedmartin.com
|
2020 Proxy Statement
|
34
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Thomas J. Falk
Chairman
|
David B. Burritt
|
James O. Ellis, Jr.
|
Ilene S. Gordon
|
Debra L. Reed-Klages
|
35
|
|
|
|
|
|
|
|
Proposal
3 |
Advisory Vote to Approve the Compensation of Our NEOs (Say-on-Pay)
|
|
• Pay-for-performance alignment is built into the design of our annual and long-term incentive programs.
• Executive compensation targets are set by reference to 50th percentile of peers with actual payouts dependent on performance outcomes.
• More than 94% of votes cast at the 2019 annual meeting approved Say-on-Pay and we continue to engage with our stockholders on an on-going basis.
|
The Board unanimously recommends that you vote FOR the advisory vote to approve the compensation of our named executive officers.
|
|
|
|
|
|
|
|
|
|
Ilene S. Gordon
Chairman |
Thomas J. Falk
|
Vicki A. Hollub
|
Debra L. Reed-Klages
|
James D. Taiclet, Jr.
|
36
|
|
•
|
Bruce L. Tanner - transitioned to an advisory role effective February 11, 2019, after serving as Executive Vice President and Chief Financial Officer since September 2007; retired in August 2019
|
•
|
Kenneth R. Possenriede - promoted to Executive Vice President and Chief Financial Officer, effective February 11, 2019, succeeding Bruce L. Tanner
|
•
|
Dale P. Bennett - transitioned to an advisory role effective August 26, 2019 after serving as Executive Vice President, Rotary and Mission Systems since December 2012; retired in January 2020
|
•
|
Frank A. St. John - transitioned from Executive Vice President, Missiles and Fire Control to Executive Vice President, Rotary and Mission Systems, effective August 26, 2019, succeeding Dale P. Bennett
|
NEO
|
Title
|
Years of Service
At End of 2019 (rounded) |
Marillyn A. Hewson
|
Chairman, President and Chief Executive Officer
|
37 years
|
Kenneth R. Possenriede
|
Executive Vice President and Chief Financial Officer
|
33 years
|
Bruce L. Tanner
|
Retired Executive Vice President and Chief Financial Officer
|
37 years
|
Richard F. Ambrose
|
Executive Vice President, Space
|
19 years
|
Dale P. Bennett
|
Retired Executive Vice President, Rotary and Mission Systems
|
39 years
|
Michele A. Evans
|
Executive Vice President, Aeronautics
|
33 years
|
Frank A. St. John
|
Executive Vice President, Rotary and Mission Systems
|
33 years
|
|
|
|
|
To assist stockholders in finding important information in the CD&A, sections are highlighted as follows:
|
Page(s)
|
|
|
38
|
|
Our 2019 Performance
|
|
39
|
|
2019 CEO Compensation
|
|
41
|
|
2019 Comparator Group Companies
|
|
43
|
|
2019 Core Compensation Elements
|
|
44-46
|
|
2019 Annual Incentive
|
|
47-49
|
|
2019 Long-Term Incentive Compensation
|
|
49-50
|
|
2017-2019 LTIP and PSU Awards
|
|
51-52
|
|
2020 Compensation Decisions
|
|
52-55
|
|
Other Compensation Matters
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
Record
Sales of
$59.8B
|
|
|
Record Segment
Operating Profit* of
$6.6B
|
|
|
Record
Backlog level of
$144B
|
|
|
Record Earnings
per Share of
$21.95
|
|
Lockheed Martin continued to exhibit strong growth across its diverse portfolio, as manifested in its 2019 financial and operational results. In 2019, the Corporation achieved records for sales, segment operating profit*, backlog and earnings per share. Lockheed Martin’s net sales in 2019 were $59.8 billion versus $53.8 billion in 2018, an increase of 11% and a record-setting amount for the Corporation. We generated cash from operations of $7.3 billion in 2019 after $1.0 billion of discretionary pension contributions. In addition, we ended 2019 with orders of $72.6 billion, driving a record backlog of $144 billion. Our net earnings in 2019 were $6.2 billion, or $21.95 per share, which was also a record. Our segment operating profit* for 2019 was $6.6 billion, up 12 percent versus 2018.
Operationally, during 2019, we delivered 134 F-35s, exceeding the joint government and industry delivery target of 131 aircraft for the year. This milestone represents a 47% increase over 2018 and a nearly 200% production increase over 2016. It is the third consecutive year we have met our annual delivery target. The F-35 program also celebrated several international milestones, as Japan, the United Kingdom, and Norway all declared Initial Operational Capability for their respective F-35s.
The Corporation also had strategic and operational accomplishments across our other business segments in 2019. In March, we received a $1.1 billion contract for our highly successful Guided Multiple Launch Rocket System - a system that helps our service members address threats quickly and reduce collateral damage on the battlefield. Also in March, we celebrated the first flight of the SB>1 DEFIANT helicopter. We also received a $1.3 billion contract from the U.S. Navy to build 12 CH-53K King Stallions. During 2019, we celebrated four successful launches, including the launch of the fifth Advanced Extremely High Frequency satellite. Strategically, Lockheed Martin continued to develop critical emerging technologies with progress in areas of hypersonics and directed energy and continued to focus on attracting and retaining the workforce needed for the future.
We also continued our efforts to return cash to stockholders through dividends and share repurchases. During 2019, we returned $3.8 billion of cash from operations to our stockholders, with $1.2 billion in share repurchases and $2.6 billion paid in cash dividends. Lockheed Martin delivered strong one-, three- and five-year total stockholder returns both on an absolute and relative basis, reflecting these financial, strategic and operational accomplishments.
* See Appendix B for an explanation of Non-GAAP terms.
|
|
1-Year TSR
|
|
||
3-Year TSR
|
||
|
||
5-Year TSR
|
||
|
||
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
38
|
2019 CEO Target Pay Mix. We believe that the compensation opportunities of our CEO should be predominantly variable, and the variable elements of the compensation package should tie to the Corporation’s long-term success and the achievement of sustainable long-term total returns to our stockholders. As shown in the chart to the right, a significant portion of our CEO’s target compensation is variable and in the form of LTI with more than half of total target pay in the form of equity-based incentives.
Base Salary. In 2019, Ms. Hewson’s base salary was set at $1,798,000.
2019 Annual Incentive. Ms. Hewson’s target annual incentive amount for 2019 was 175% of salary or $3,146,500.
2019-2021 Long-Term Incentives. In 2019, Ms. Hewson was granted an LTI award of approximately $14.3 million, which was allocated 50% in Performance Stock Units (PSUs), 30% in Restricted Stock Units (RSUs), and 20% in the cash-based Long-Term Incentive Performance award (LTIP). RSUs will cliff-vest after three years, while the vesting of PSUs and LTIP will be based upon our results at the end of the three-year vesting period relative to the three-year performance goals that were established in the beginning of 2019.
Benefit and Retirement Plans. Ms. Hewson is eligible for benefit and retirement programs, similar to other salaried employees. None of our NEOs received additional years of service credits or other forms of formula enhancements under our benefit or retirement plans. Our pension formula is based on years of service and pension eligible compensation, which is similar to the formula offered by other companies with defined benefit plans. The compensation element of the pension calculation was frozen effective January 1, 2016, so only the service element of the pension calculation resulted in an increase in Ms. Hewson’s accrued pension benefit during 2019. Effective January 1, 2020, the pension benefit is fully frozen. The change in pension value for Ms. Hewson reported in the Summary Compensation Table for 2019 was also significantly affected by the change in the discount rate, as well as changes in life expectancy (longevity) assumptions.
|
|
CEO Target Opportunity Mix *
|
|
|
|
|
* Fixed vs. variable and cash vs. equity components are designated in the Core Compensation Elements table on page 43. We consider base salary and annual incentives as short-term pay and PSUs, LTIP, and RSUs as long-term pay. Cash represents base salary, annual incentive target and LTIP target. We do not include retirement or other compensation components in the chart.
|
39
|
|
•
|
Attract, motivate and retain executive talent
|
•
|
Market-based 50th percentile approach to target all compensation elements
|
•
|
Link executive pay to Enterprise performance
|
•
|
Provide an appropriate mix of short-term vs. long-term pay and fixed vs. variable pay
|
•
|
Align to stockholder interests and long-term company value
|
|
|
|
|
Independent
Board Members
Review and approve compensation of the CEO and review and ratify compensation of other NEOs. Review with management, at least annually, the succession plan for the CEO and other senior positions.
|
Independent
Compensation Consultant
Provides advice on executive pay programs, pay levels and best practices. Provides design advice for annual LTI vehicles and other compensation programs.
|
Independent
Compensation Committee
Reviews and approves incentive goals relevant to NEO compensation. Reviews and approves the compensation for each NEO. Recommends CEO compensation to the independent members of the Board.
|
Stockholders &
Other Key Stakeholders
Provide feedback on various executive pay practices and governance during periodic meetings with management which then is reviewed by and discussed with our independent Board members.
|
Role
|
Management
|
Chairman,
President & CEO |
Management
Compensation Consultant(1) |
Independent
Compensation Consultant(2) |
Compensation
Committee |
Independent
Board Members |
Peer Group / External Market Data and Best Practices for Compensation Design and Decisions
|
Reviews
|
Reviews
|
Develops
|
Develops/
Reviews |
Reviews
|
—
|
Annual NEO Target Compensation
|
—
|
Recommends
|
—
|
Reviews
|
Approves
|
Ratify
|
Annual CEO Target Compensation
|
—
|
—
|
—
|
Advises
|
Recommends
|
Approve
|
Annual and Long-Term Incentive Measures, Performance Targets and Performance Results
|
Develops
|
Reviews
|
—
|
Reviews
|
Approves
|
Ratify
|
Long-Term Incentive Grants, Dilution, Burn Rate
|
Develops
|
Reviews
|
—
|
Reviews
|
Approves
|
Ratify
|
Risk Assessment of Incentive Plans
|
Reviews
|
Reviews
|
—
|
Develops
|
Reviews
|
—
|
Succession Plans
|
Develops
|
Reviews
|
—
|
—
|
—
|
Review
|
(1)
|
Aon and Willis Towers Watson.
|
(2)
|
Meridian Compensation Partners (Meridian).
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
40
|
•
|
similarity in size (a high correlative factor in determining pay), generally based on annual revenues;
|
•
|
participation in the Aon executive compensation survey (our primary source for data in making market comparisons), which enables us to obtain reliable data for market comparisons that otherwise may not be publicly available;
|
•
|
industrial companies and, to the extent possible, companies that compete in the aerospace and defense industry, which enables comparison with companies that face similar overall labor costs, economic factors and market fluctuations;
|
•
|
companies with which we compete for executive talent, as competitive conditions and the limited number of comparably-sized aerospace and defense companies require us to recruit outside of the core aerospace and defense companies for a broad range of disciplines (e.g., finance, human resources, legal, supply chain management) to obtain individuals with a broad range of skills that are transferable across industries; and
|
•
|
companies with comparable executive officer positions or management structures, which enables more appropriate compensation comparisons.
|
2019 Comparator Group Companies
|
|
|
|
3M Company
|
General Dynamics Corporation*
|
Raytheon Company*
|
Caterpillar Inc.
|
General Electric Company
|
The Boeing Company*
|
Cisco Systems, Inc.
|
Honeywell International Inc.*
|
United Parcel Service, Inc.
|
Deere & Company
|
International Business Machines Corporation
|
United Technologies Corporation*
|
DowDuPont Inc.**
|
Intel Corporation
|
|
FedEx Corporation
|
Northrop Grumman Corporation*
|
|
|
|
|
*
|
Aerospace & Defense Industry
|
**
|
In June 2019, DowDuPont Inc. completed a series of transactions to split into multiple separate entities.
|
41
|
|
|
|
• Mix of fixed and variable pay opportunities
• Multiple performance measures, multiple time periods and capped payouts under incentive plans
• Stock ownership requirements
• Oversight by independent Board committee
• Incentive goals set at the Enterprise or business segment level
|
• Moderate severance program that includes post-employment restrictive covenants
• Institutional focus on ethical behavior
• Annual risk assessment
• Compensation Committee oversight of equity burn rate and dilution
• Enhanced clawback policy
|
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
42
|
|
|
Annual Incentive
|
|
|
|
NEO
|
Base
Salary ($) |
Target
% |
Target
Amount ($) |
2019
LTI Grant ($) |
Total Target Direct
Compensation ($) |
Ms. Hewson
|
1,798,000
|
175
|
3,146,500
|
14,300,136
|
19,244,636
|
Mr. Possenriede*
|
905,000
|
70 / 105
|
915,408
|
4,500,222
|
6,320,630
|
Mr. Tanner**
|
1,030,000
|
115
|
1,184,500
|
4,500,222
|
6,714,722
|
Mr. Ambrose
|
905,000
|
105
|
950,250
|
3,925,107
|
5,780,357
|
Mr. Bennett
|
905,000
|
105
|
950,250
|
3,925,107
|
5,780,357
|
Ms. Evans
|
905,000
|
105
|
950,250
|
3,925,107
|
5,780,357
|
Mr. St. John
|
905,000
|
105
|
950,250
|
3,925,107
|
5,780,357
|
*
|
Mr. Possenriede's target amount shown above is prorated to reflect time served in both roles during 2019.
|
**
|
The table reflects Mr. Tanner's full target amount for the entire 2019 performance year; however, Mr. Tanner's annual incentive target was $758,080, prorated based on time served during fiscal year 2019.
|
|
Fixed
|
|
Variable
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
Base Salary
|
+
|
Annual Incentive
|
+
|
Long-Term Incentives
|
||||
50% PSUs
|
20% LTIP
|
30% RSUs
|
|||||||
WHAT?
|
Cash
|
|
Cash
|
|
Equity
|
Cash
|
|
Equity
|
|
WHEN?
|
Annual
|
|
Annual
|
|
3-year
Performance Cycle |
3-year
Performance Cycle |
|
3-year
Cliff Vesting |
|
HOW?
Measures, Weightings & Payouts |
Market rate, as well as internal pay equity, experience and critical skills
|
|
70% Financial
20% Sales, 40% Segment Operating Profit**, 40% Cash from Operations***
30% Strategic & Operational Key Metrics: Focus Programs, Mission Success®, Program Performance, Portfolio Shaping/Enterprise Initiatives, Innovation, Talent Management
Payout: 0-200% of target
|
|
Relative TSR*
ROIC** Performance Cash** |
(50%)
(25%) (25%) |
|
Value delivered through long-term stock price performance
|
|
• Award 0-200% of target # of shares
• Relative TSR measure capped at 100% if TSR is negative
• Value capped at 400% of stock price on date of grant x shares earned
|
|
• Payout 0-200% of target
• Relative TSR measure capped at 100% if TSR is negative
|
|
||||||
WHY?
|
Provides competitive levels of fixed pay to attract and retain executives.
|
|
Attracts and motivates
executives by linking annual company performance to an annual cash incentive. |
|
Creates strong alignment with stockholder interests by linking long-term pay to key performance metrics and stock price. Provides a balance of internal and market-based measures to assess long-term performance.
|
|
Promotes retention of key talent and aligns executive and stockholder interests.
|
*
|
See page 48 for 2019-2021 Relative TSR Comparators.
|
**
|
Refer to Appendix B for an explanation of Non-GAAP terms as well as our disclosure regarding forward-looking statements concerning future performance or goals for future performance.
|
43
|
|
2019 Financial Measures
|
Weight
|
|
2019 Goals ($)
|
Results ($)
|
Calculated Payout
|
Weighted Payout
|
|
Sales
|
20
|
%
|
55,750 – 57,250M
|
59,812M
|
200%
|
40%
|
|
Segment Operating Profit*
|
40
|
%
|
6,000 – 6,150M
|
6,574M
|
200%
|
80%
|
|
Cash from Operations**
|
40
|
%
|
≥ 7,400M
|
8,311M
|
200%
|
80%
|
|
Financial Payout Factor
|
|
200
|
%
|
*
|
See Appendix B for definition of Non-GAAP terms.
|
**
|
Reported Cash from Operations for fiscal 2019 was $7,311M, which has been adjusted by $1.0 billion for unplanned pension contribution.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
44
|
2019 Strategic & Operational Goals Summary
|
|
Assessment Summary Highlights
|
||
|
Focus Programs
Secure key Focus Program wins and achieve Keep Sold Program milestones
|
|
• Orders of $72.6 billion with a new record backlog at year-end of $144 billion
•
100% win rate on key focus program captures
•
76% win rate on programs throughout the year
|
|
|
Mission Success
Achieve Mission
Success milestones |
|
• Continued operational excellence with completion of all targeted Mission Success events
• Key program milestones achieved throughout the Corporation in all customer operational domains
|
|
|
Program Performance
Execute programs to achieve customer commitments and increase stockholder value
|
|
• Exceeded subcontractor performance goals
•
Returned $3.8 billion of Cash from Operations to our stockholders through dividends and share repurchases
|
|
|
Portfolio Shaping / Enterprise Initiatives
Assess portfolio on an ongoing basis to maximize stockholder value, which includes M&A activity, streamlining operations and other enterprise initiatives
|
|
• Exceeded affordability goals and realized corporate overhead savings
• Key strategic partnerships launched to drive business growth
• Met key milestones and continued progress toward Sustainability Management Plan goals relating to all of our core issues: Business Integrity, Product Impact, Employee Wellbeing, Resource Efficiency and Information Security
|
|
|
Innovation
Execute technology strategy,
ensuring robust innovation, collaboration and strategic partnering |
|
• Extended leadership positions in hypersonics and directed energy, while investing in other critical technologies
• Continued implementation of transformational digital capabilities and infrastructure across the enterprise
|
|
|
Talent Management
Attract, develop and
retain the workforce needed to deliver commitments to customers and stockholders |
|
• Exceeded retention rate target for top performers
• Enhanced development and succession placements for key executive positions
• Successfully executed diversity and inclusion initiatives
• Improved and exceeded targets for employee engagement
|
|
Strategic & Operational Payout Factor
|
|
200
|
%
|
45
|
|
Summary of 2019 Enterprise Performance & Overall Payout Factor
|
|
Weight
|
2019 Factors
|
Weighted Payout
|
|
Financial
|
70%
|
200%
|
140%
|
|
Strategic & Operational
|
30%
|
200%
|
60%
|
|
Overall Payout Factor
|
|
200
|
%
|
|
Base Salary
|
Target % of Salary
|
Target Award
|
X
|
Overall Payout
|
=
|
Payout
|
NEO
|
($)
|
(%)
|
($)
|
Factor
|
($)
|
||
Ms. Hewson
|
1,798,000
|
175
|
3,146,500
|
|
200%
|
|
6,293,000
|
Mr. Possenriede*
|
905,000
|
70 / 105
|
915,408
|
|
|
1,830,800
|
|
Mr. Tanner**
|
1,030,000
|
115
|
758,080
|
|
|
1,516,200
|
|
Mr. Ambrose
|
905,000
|
105
|
950,250
|
|
|
1,900,500
|
|
Mr. Bennett
|
905,000
|
105
|
950,250
|
|
|
1,900,500
|
|
Ms. Evans
|
905,000
|
105
|
950,250
|
|
|
1,900,500
|
|
Mr. St. John
|
905,000
|
105
|
950,250
|
|
|
1,900,500
|
*
|
Mr. Possenriede's target amount shown above is prorated to reflect time served in both roles during 2019.
|
**
|
Mr. Tanner's annual incentive target and payout are prorated based on time served during fiscal year 2019.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
46
|
|
|
|
|
||
PSUs (distributed in common stock):
Performance Measures: Three-year Relative TSR (50%), ROIC (25%) & Performance Cash (25%)
Caps:
• 200% of target shares
• Relative TSR measure capped at 100% if the Corporation’s TSR is negative
• Value capped at 400% of stock price on date of grant times shares earned
|
||
|
||
|
||
|
||
RSUs (distributed in common stock):
Vesting Schedule: RSUs cliff vest 100% three years after the grant date
|
||
|
||
|
||
|
||
3-Year LTIP (paid in cash):
Performance Measures: Three-year Relative TSR (50%), ROIC (25%) & Performance Cash (25%)
Caps:
• 200% of target amount
• Relative TSR measure capped at 100% if the Corporation’s TSR is negative
• Individual payout capped at $10 million
|
47
|
|
2019-2021 Relative TSR Comparators
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
48
|
|
Relative TSR (50%)*
|
|
Performance Cash (25%)
|
|
ROIC (25%)
|
|
|||
|
Relative TSR
Percentile
|
Payout Factor
|
|
Performance Cash Metric
|
Payout Factor
|
|
ROIC Performance Metric
|
Payout Factor
|
|
|
75th – 100th
|
200%
|
|
Plan + ≥ $2.0B
|
200%
|
|
Plan + ≥ 160 bps
|
200%
|
|
|
60th
|
150%
|
|
Plan + $1.5B
|
175%
|
|
Plan + 120 bps
|
175%
|
|
|
50th
|
100% (Target)
|
|
Plan + $1.0B
|
150%
|
|
Plan + 80 bps
|
150%
|
|
|
40th
|
50%
|
|
Plan + $0.5B
|
125%
|
|
Plan + 40 bps
|
125%
|
|
|
35th
|
25%
|
|
Plan
|
100%
|
|
Plan
|
100%
|
|
|
< 35th
|
0%
|
|
Plan - $0.2B
|
75%
|
|
Plan - 10 bps
|
75%
|
|
|
* 2019-2021 Relative TSR performance is measured against our industry peers in the S&P 500 Aerospace & Defense Index (S&P Aerospace) and other publicly traded U.S. Government Contractors, totaling 15 industry peers (See Page 48 for Relative TSR Comparators).
|
|
Plan - $0.5B
|
50%
|
|
Plan - 20 bps
|
50%
|
|
|
|
|
Plan - $0.7B
|
25%
|
|
Plan - 30 bps
|
25%
|
|
||
|
|
Below Plan - $0.7B
|
0%
|
|
Below Plan - 30 bps
|
0%
|
|
Measure
|
Performance Target
|
|
Performance Result
|
|
Weighting
|
|
Payout Factor
|
|
Relative TSR
|
50th Percentile
|
|
63rd Percentile
|
|
50
|
%
|
158.3
|
%
|
Performance Cash*
|
$16.5B
|
|
$17.9B
|
|
25
|
%
|
170.7
|
%
|
ROIC*
|
15.1
|
%
|
17.9
|
%
|
25
|
%
|
200.0
|
%
|
*
|
See Appendix B for definition of Non-GAAP terms.
|
49
|
|
|
2017–2019 LTIP
|
|
|
Target
|
Payout
|
NEO
|
($)
|
($)
|
Ms. Hewson
|
2,376,000
|
4,084,344
|
Mr. Possenriede*
|
320,000
|
550,080
|
Mr. Tanner**
|
746,411
|
1,283,081
|
Mr. Ambrose
|
550,000
|
945,450
|
Mr. Bennett
|
670,000
|
1,151,730
|
Ms. Evans*
|
320,000
|
550,080
|
Mr. St. John*
|
350,900
|
603,197
|
*
|
Reflects targets and payouts associated with the 2017-2019 awards received in prior Vice President roles.
|
**
|
Targets and payouts are prorated based on days worked during the 2017-2019 performance cycle.
|
|
2017-2019 Target PSUs (#)
|
|
Total Shares
Distributed/Earned
|
||
NEO
|
Relative TSR
|
Performance Cash*
|
ROIC*
|
|
|
Ms. Hewson
|
11,150
|
5,835
|
5,834
|
|
39,280
|
Mr. Possenriede**
|
151
|
79
|
78
|
|
531
|
Mr. Tanner***
|
3,410
|
1,784
|
1,784
|
|
12,013
|
Mr. Ambrose
|
2,582
|
1,351
|
1,350
|
|
9,095
|
Mr. Bennett***
|
3,070
|
1,607
|
1,606
|
|
10,816
|
Ms. Evans**
|
151
|
79
|
78
|
|
531
|
Mr. St. John**
|
166
|
86
|
86
|
|
582
|
*
|
See Appendix B for definition of Non-GAAP terms.
|
**
|
Reflects targets and payouts associated with the 2017-2019 awards received in prior Vice President roles.
|
***
|
Targets and payouts are prorated based on days worked during the three-year vesting period.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
50
|
|
2020 Base Salary
|
NEO
|
($)
|
Ms. Hewson
|
1,855,000
|
Mr. Possenriede
|
935,000
|
Mr. Ambrose
|
935,000
|
Ms. Evans
|
935,000
|
Mr. St. John
|
935,000
|
|
|
2020 Goal
|
2020 Commitments
|
Weighting
|
($)
|
Sales
|
20%
|
62,750 - 64,250M
|
Segment Operating Profit
|
40%
|
6,800 - 6,950M
|
Cash from Operations
|
40%
|
≥ 7,600M
|
•
|
Focus Programs: Shape and secure Key Focus Program wins and achieve Keep Sold Program milestones
|
•
|
International: Continue international expansion through increased orders and sales
|
•
|
Mission Success: Achieve Mission Success milestones
|
•
|
Program Performance: Execute programs to achieve customer commitments and increase stockholder value
|
•
|
Portfolio Shaping / Enterprise Initiatives: Assess the Company portfolio on an ongoing basis to maximize stockholder value, including M&A activity, streamlining operations and other Enterprise-wide initiatives
|
•
|
Innovation: Execute technology and digital transformation strategy, ensuring robust innovation, collaboration and strategic partnering
|
•
|
Talent Management: Attract, develop and retain the workforce needed to deliver commitments to customers and stockholders
|
51
|
|
•
|
Meridian’s services for the Corporation are limited to executive and director compensation.
|
•
|
The compensation paid to Meridian is less than 1% of Meridian’s revenues.
|
•
|
Meridian has business ethics and insider trading and stock ownership policies, which are designed to avoid conflicts of interest.
|
•
|
Meridian employees supporting the engagement and their immediate family members do not own Lockheed Martin securities.
|
•
|
Meridian employees supporting the engagement have no business or personal relationships with members of the Compensation Committee or with any Lockheed Martin executive officer.
|
•
|
The Compensation Committee is responsible for determining the grant date of all equity awards to executive officers.
|
•
|
No equity award may be backdated. A future date may be used if, among other reasons, the Compensation Committee’s action occurs in proximity to the release of earnings or during a trading blackout period.
|
•
|
Proposed equity awards are presented to the Compensation Committee in February of each year. Off-cycle awards may be considered in special circumstances, which may include hiring, retention or acquisition transactions.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
52
|
53
|
|
Title
|
Annual Base
Salary Multiple
|
Chairman, President and CEO
|
6 times
|
Chief Financial Officer
|
4 times
|
Executive Vice Presidents
|
3 times
|
Senior Vice Presidents
|
2 times
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
54
|
55
|
|
|
|
Salary
|
|
Stock
Awards |
|
Non-Equity
Incentive Plan Compensation |
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings |
|
All Other
Compensation |
|
Total
|
|
Total
Without Change In Pension Value* |
|
Name and Principal Position
|
Year
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
(a)
|
(b)
|
(c)
|
|
(e)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
Marillyn A. Hewson
Chairman, President and Chief Executive Officer |
2019
|
1,857,301
|
|
11,375,516
|
|
10,377,344
|
|
6,478,070
|
|
825,751
|
|
30,913,982
|
|
24,435,912
|
|
2018
|
1,769,262
|
|
9,788,097
|
|
8,758,727
|
|
68
|
|
1,200,459
|
|
21,516,613
|
|
21,516,545
|
|
|
2017
|
1,688,269
|
|
9,504,252
|
|
8,318,060
|
|
2,687,391
|
|
668,871
|
|
22,866,843
|
|
20,179,452
|
|
|
Kenneth R. Possenriede
Executive Vice President and
Chief Financial Officer
|
2019
|
883,932
|
|
3,579,885
|
|
2,380,880
|
|
1,678,553
|
|
738,980
|
|
9,262,230
|
|
7,583,677
|
|
|
|
|
|
|
|
|
|
||||||||
Bruce L. Tanner
Retired Executive Vice President and Chief Financial Officer |
2019
|
709,412
|
|
3,579,885
|
|
2,799,281
|
|
3,324,986
|
|
95,079
|
|
10,508,643
|
|
7,183,657
|
|
2018
|
1,024,808
|
|
3,600,260
|
|
3,272,383
|
|
6
|
|
128,335
|
|
8,025,792
|
|
8,025,786
|
|
|
2017
|
995,962
|
|
3,360,121
|
|
3,044,547
|
|
2,293,379
|
|
115,791
|
|
9,809,800
|
|
7,516,421
|
|
|
Richard F. Ambrose
Executive Vice President, Space |
2019
|
900,673
|
|
3,122,369
|
|
2,845,950
|
|
1,513,734
|
|
200,781
|
|
8,583,507
|
|
7,069,773
|
|
2018
|
857,500
|
|
2,880,137
|
|
2,303,783
|
|
138,976
|
|
113,105
|
|
6,293,501
|
|
6,154,525
|
|
|
Dale P. Bennett
Retired Executive Vice President, Rotary and Mission Systems |
2019
|
900,673
|
|
3,122,369
|
|
3,052,230
|
|
2,328,423
|
|
263,849
|
|
9,667,544
|
|
7,339,121
|
|
2018
|
892,276
|
|
2,880,137
|
|
2,522,904
|
|
1
|
|
391,137
|
|
6,686,455
|
|
6,686,454
|
|
|
2017
|
851,635
|
|
2,680,257
|
|
2,113,400
|
|
800,854
|
|
223,124
|
|
6,669,270
|
|
5,868,416
|
|
|
Michele A. Evans
Executive Vice President, Aeronautics |
2019
|
900,673
|
|
3,122,369
|
|
2,450,580
|
|
1,174,554
|
|
238,639
|
|
7,886,815
|
|
6,712,261
|
|
|
|
|
|
|
|
|
|
||||||||
Frank A. St. John
Executive Vice President, Rotary and Mission Systems |
2019
|
900,673
|
|
3,122,369
|
|
2,503,697
|
|
1,410,068
|
|
583,012
|
|
8,519,819
|
|
7,109,751
|
|
2018
|
848,462
|
|
2,880,137
|
|
2,081,940
|
|
0
|
|
255,109
|
|
6,065,648
|
|
6,065,648
|
|
|
|
|
|
|
|
|
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
56
|
|
2019 Aggregate
Grant Date
Fair Value RSUs
|
2019 Aggregate
Grant Date
Fair Value PSUs
|
|
($)
|
($)
|
Ms. Hewson
|
4,276,976
|
7,098,540
|
Mr. Possenriede
|
1,345,814
|
2,234,071
|
Mr. Tanner
|
1,345,814
|
2,234,071
|
Mr. Ambrose
|
1,173,679
|
1,948,690
|
Mr. Bennett
|
1,173,679
|
1,948,690
|
Ms. Evans
|
1,173,679
|
1,948,690
|
Mr. St. John
|
1,173,679
|
1,948,690
|
57
|
|
*
|
Mr. Tanner's payouts are prorated based on time served during the performance periods.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
58
|
|
2019 Change Due to Change in Discount Rate (3.250% v. 4.250%)
|
2019 Change Due to Change in Life Expectancy Assumptions
|
2019 Change Due to One Additional Year of Service and One Less Year Assumed Until Commencement of Benefits
|
Total 2019 Change in Pension Value Included in Column (h)
|
|
($)
|
($)
|
($)
|
($)
|
Ms. Hewson
|
5,219,060
|
1,021,857
|
231,894
|
6,472,811
|
Mr. Possenriede
|
890,114
|
294,837
|
493,602
|
1,678,553
|
Mr. Tanner
|
2,386,573
|
840,923
|
97,041
|
3,324,537
|
Mr. Ambrose
|
932,458
|
328,558
|
251,025
|
1,512,041
|
Mr. Bennett
|
1,615,232
|
634,868
|
78,269
|
2,328,369
|
Ms. Evans
|
815,603
|
71,260
|
287,592
|
1,174,455
|
Mr. St. John
|
925,269
|
173,008
|
311,791
|
1,410,068
|
59
|
|
|
Tax Assistance
for Business-
Related Items
|
Corporation
Contributions to
Qualified Defined
Contribution Plans
|
|
Corporation
Contributions to
Nonqualified Defined
Contribution Plans
|
Group Life
Insurance
|
|
Matching Gift
Programs
|
|
Name
|
($)
|
($)
|
|
($)
|
($)
|
|
($)
|
|
Ms. Hewson
|
99,460
|
9,400
|
|
97,930
|
25,832
|
|
11,500
|
|
Mr. Possenriede
|
182,037
|
9,219
|
|
41,881
|
2,369
|
|
9,750
|
|
Mr. Tanner
|
14,996
|
9,219
|
|
32,377
|
5,224
|
|
11,000
|
|
Mr. Ambrose
|
26,788
|
13,200
|
|
40,840
|
0
|
|
0
|
|
Mr. Bennett
|
29,351
|
9,219
|
|
44,821
|
6,574
|
|
11,000
|
|
Ms. Evans
|
10,331
|
9,219
|
|
44,821
|
9,411
|
|
1,000
|
|
Mr. St. John
|
109,184
|
9,219
|
|
44,821
|
0
|
|
1,000
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
60
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units
|
|
Grant Date
Fair Value of
Stock Awards
|
|||||||||||
|
Grant
Date
|
|
Award
Type
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|||
Name
|
|
($)
|
|
($)
|
|
($)
|
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
|
|||
(a)
|
(b)
|
|
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(l)
|
Marillyn A. Hewson
|
—
|
|
MICP
|
|
220,255
|
|
3,146,500
|
|
6,293,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
RSU
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
14,088
|
|
4,276,976
|
|
—
|
|
LTIP
|
|
178,750
|
|
2,860,000
|
|
5,720,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
PSU
|
|
—
|
|
—
|
|
—
|
|
|
1,468
|
|
23,481
|
|
46,962
|
|
0
|
|
7,098,540
|
Kenneth R. Possenriede
|
—
|
|
MICP
|
|
64,079
|
|
915,408
|
|
1,830,816
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
RSU
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
4,433
|
|
1,345,814
|
|
—
|
|
LTIP
|
|
56,250
|
|
900,000
|
|
1,800,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
PSU
|
|
—
|
|
—
|
|
—
|
|
|
462
|
|
7,390
|
|
14,780
|
|
0
|
|
2,234,071
|
Bruce L. Tanner
|
—
|
|
MICP
|
|
82,915
|
|
1,184,500
|
|
2,369,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
RSU
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
4,433
|
|
1,345,814
|
|
—
|
|
LTIP
|
|
56,250
|
|
900,000
|
|
1,800,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
PSU
|
|
—
|
|
—
|
|
—
|
|
|
462
|
|
7,390
|
|
14,780
|
|
0
|
|
2,234,071
|
Richard F. Ambrose
|
—
|
|
MICP
|
|
66,518
|
|
950,250
|
|
1,900,500
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
RSU
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
3,866
|
|
1,173,679
|
|
—
|
|
LTIP
|
|
49,063
|
|
785,000
|
|
1,570,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
PSU
|
|
—
|
|
—
|
|
—
|
|
|
403
|
|
6,446
|
|
12,892
|
|
0
|
|
1,948,690
|
Dale P. Bennett
|
—
|
|
MICP
|
|
66,518
|
|
950,250
|
|
1,900,500
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
RSU
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
3,866
|
|
1,173,679
|
|
—
|
|
LTIP
|
|
49,063
|
|
785,000
|
|
1,570,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
PSU
|
|
—
|
|
—
|
|
—
|
|
|
403
|
|
6,446
|
|
12,892
|
|
0
|
|
1,948,690
|
Michele A. Evans
|
—
|
|
MICP
|
|
66,518
|
|
950,250
|
|
1,900,500
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
RSU
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
3,866
|
|
1,173,679
|
|
—
|
|
LTIP
|
|
49,063
|
|
785,000
|
|
1,570,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
PSU
|
|
—
|
|
—
|
|
—
|
|
|
403
|
|
6,446
|
|
12,892
|
|
0
|
|
1,948,690
|
Frank A. St. John
|
—
|
|
MICP
|
|
66,518
|
|
950,250
|
|
1,900,500
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
RSU
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
3,866
|
|
1,173,679
|
|
—
|
|
LTIP
|
|
49,063
|
|
785,000
|
|
1,570,000
|
|
|
—
|
|
—
|
|
—
|
|
0
|
|
0
|
|
2/21/2019
|
|
PSU
|
|
—
|
|
—
|
|
—
|
|
|
403
|
|
6,446
|
|
12,892
|
|
0
|
|
1,948,690
|
61
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
62
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or Units
of Stock That
Have Not Vested(1)
|
Market Value
of Shares or
Units of Stock
That Have
Not Vested(2)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested(3)
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested(4)
|
|
||||
Name
|
(#)
|
|
($)
|
|
|
(#)
|
($)
|
(#)
|
($)
|
|
||||||
(a)
|
(b)
|
|
(e)
|
|
(f)
|
|
|
(g)
|
(h)
|
(i)
|
(j)
|
|
||||
Marillyn A. Hewson
|
82,935
|
|
82.01
|
|
1/28/2022
|
|
|
13,509
|
|
5
|
5,260,134
|
32,686
|
|
6
|
12,727,275
|
|
|
—
|
|
—
|
|
—
|
|
|
9,926
|
|
7
|
3,864,986
|
30,578
|
|
8
|
11,906,462
|
|
|
—
|
|
—
|
|
—
|
|
|
13,396
|
|
9
|
5,216,134
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
39,280
|
|
10
|
15,294,846
|
—
|
|
|
—
|
|
Kenneth R. Possenriede
|
—
|
|
—
|
|
—
|
|
|
4,241
|
|
5
|
1,651,361
|
10,287
|
|
6
|
4,005,552
|
|
|
—
|
|
—
|
|
—
|
|
|
1,017
|
|
7
|
395,999
|
377
|
|
8
|
146,796
|
|
|
—
|
|
—
|
|
—
|
|
|
1,509
|
|
9
|
587,574
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
531
|
|
10
|
206,761
|
—
|
|
|
—
|
|
Bruce L. Tanner
|
97,213
|
|
82.01
|
|
1/28/2022
|
|
|
4,267
|
|
5
|
1,661,484
|
1,727
|
|
6
|
672,459
|
|
|
24,531
|
|
79.60
|
|
1/29/2021
|
|
|
3,642
|
|
7
|
1,418,122
|
5,702
|
|
8
|
2,220,245
|
|
|
—
|
|
—
|
|
—
|
|
|
4,735
|
|
9
|
1,843,714
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
12,013
|
|
10
|
4,677,622
|
—
|
|
|
—
|
|
Richard F. Ambrose
|
—
|
|
—
|
|
—
|
|
|
3,710
|
|
5
|
1,444,600
|
8,973
|
|
6
|
3,493,907
|
|
|
—
|
|
—
|
|
—
|
|
|
2,922
|
|
7
|
1,137,768
|
8,999
|
|
8
|
3,504,031
|
|
|
—
|
|
—
|
|
—
|
|
|
3,110
|
|
9
|
1,210,972
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
9,095
|
|
10
|
3,541,411
|
—
|
|
|
—
|
|
Dale P. Bennett
|
—
|
|
—
|
|
—
|
|
|
3,749
|
|
5
|
1,459,786
|
2,569
|
|
6
|
1,000,317
|
|
|
—
|
|
—
|
|
—
|
|
|
2,931
|
|
7
|
1,141,273
|
5,562
|
|
8
|
2,165,732
|
|
|
—
|
|
—
|
|
—
|
|
|
3,710
|
|
9
|
1,444,600
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
10,816
|
|
10
|
4,211,534
|
—
|
|
|
—
|
|
Michele A. Evans
|
8,360
|
|
82.01
|
|
1/28/2022
|
|
|
3,866
|
|
5
|
1,505,343
|
8,973
|
|
6
|
3,493,907
|
|
|
—
|
|
—
|
|
—
|
|
|
1,339
|
|
7
|
521,380
|
477
|
|
8
|
185,734
|
|
|
—
|
|
—
|
|
—
|
|
|
1,571
|
|
9
|
611,716
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
531
|
|
10
|
206,761
|
—
|
|
|
—
|
|
Frank A. St. John
|
—
|
|
—
|
|
—
|
|
|
3,866
|
|
5
|
1,505,343
|
8,973
|
|
6
|
3,493,907
|
|
|
—
|
|
—
|
|
—
|
|
|
3,045
|
|
7
|
1,185,662
|
8,999
|
|
8
|
3,504,031
|
|
|
—
|
|
—
|
|
—
|
|
|
1,723
|
|
9
|
670,902
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
581
|
|
10
|
226,230
|
—
|
|
|
—
|
|
(1)
|
Includes RSUs granted on February 21, 2019. This column also includes PSUs granted on January 26, 2017 for the 2017-2019 performance period. The vesting period for the PSUs ended on January 26, 2020 and the performance period ended on December 31, 2019. The number of shares shown in column (g) for the 2017-2019 PSUs is the number of shares earned under the PSU metrics and paid upon vesting. NEOs also receive a cash payment for deferred dividend equivalents accrued through vesting.
|
(2)
|
The market value shown in column (h) is calculated by multiplying the number of shares shown in column (g) by the December 31, 2019 per share closing price of our stock ($389.38). NEOs also receive a cash payment for deferred dividend equivalents accrued through vesting.
|
(3)
|
Represents PSUs granted on February 21, 2019 for the 2019-2021 performance period and on February 22, 2018 for the 2018-2020 performance period; the PSUs are earned and paid out in shares of our stock at the end of the three-year vesting period based upon performance on three separate metrics (Relative TSR, Performance Cash, and ROIC). The number of shares of stock shown in column (i) is based upon the threshold level of performance for each of the three metrics or, if performance to date on the metric has exceeded the threshold level (as is the case for performance through December 31, 2019), the estimated level of performance as of December 31, 2019. For years prior to 2019, performance under each metric is determined separately, with the three results added together to obtain the number of shares shown in column (i). NEOs also receive a cash payment for deferred dividend equivalents accrued through vesting.
|
63
|
|
(4)
|
The market value shown in column (j) is calculated by multiplying the number of PSUs reported in column (i) by the December 31, 2019 per share closing price of our stock ($389.38).
|
(5)
|
Represents RSUs granted on February 21, 2019, which vest February 21, 2022, except that vesting may occur earlier as described in the “2019 Grants of Plan-Based Awards” table.
|
(6)
|
Represents PSUs granted on February 21, 2019 and which are earned over a three-year period but provide for pro rata payments for certain terminations as described in the “2019 Grants of Plan-Based Awards” table.
|
(7)
|
Represents RSUs granted on February 22, 2018, which vest on February 22, 2021, except that vesting may occur earlier as described in the “2019 Grants of Plan-Based Awards” table.
|
(8)
|
Represents PSUs granted on February 22, 2018 and which are earned over a three-year period but provide for pro rata payments for certain terminations as described in the “2019 Grants of Plan-Based Awards” table.
|
(9)
|
Represents RSUs granted on January 26, 2017, which vested on January 26, 2020.
|
(10)
|
Represents PSUs granted on January 26, 2017, which vested on January 26, 2020. For Mr. Tanner and Mr. Bennett, the PSUs vested in a prorated amount following their retirement.
|
|
Option Awards
|
|
Stock Awards
|
||||||
|
Number of Shares
Acquired on Exercise
|
|
Value Realized
on Exercise
|
|
|
Number of Shares
Acquired on Vesting(1)
|
|
Value Realized
on Vesting(2)
|
|
Name
|
(#)
|
|
($)
|
|
|
(#)
|
|
($)
|
|
(a)
|
(b)
|
|
(c)
|
|
|
(d)
|
|
(e)
|
|
Marillyn A. Hewson
|
59,434
|
|
13,491,221
|
|
|
54,337
|
|
15,699,307
|
|
Kenneth R. Possenriede
|
—
|
|
—
|
|
|
2,383
|
|
705,000
|
|
Bruce L. Tanner
|
—
|
|
—
|
|
|
18,877
|
|
5,450,554
|
|
Richard F. Ambrose
|
—
|
|
—
|
|
|
11,888
|
|
3,437,641
|
|
Dale P. Bennett
|
—
|
|
—
|
|
|
15,622
|
|
4,508,687
|
|
Michele A. Evans
|
6,521
|
|
1,459,989
|
|
|
1,940
|
|
558,468
|
|
Frank A. St. John
|
—
|
|
—
|
|
|
2,617
|
|
753,356
|
|
(1)
|
Vesting on January 28, 2019 of RSUs and PSUs granted on January 28, 2016 following the three-year vesting period (for all NEOs); and accelerated vesting on December 6, 2019 of a portion of RSUs granted on February 21, 2019 equal to the value of the tax withholding obligation due upon retirement-eligibility of the NEO (Ms. Hewson, Mr. Possenriede, Mr. Tanner, Mr. Ambrose, and Mr. Bennett). Represents aggregate number of shares vested prior to disposition of shares to the Corporation to satisfy tax withholding obligation.
|
(2)
|
Value realized was calculated based on the number of shares acquired on vesting multiplied by the per share closing price of our common stock on the date of vesting (January 28, 2019, $287.87 and December 6, 2019, $386.86).
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
64
|
|
|
Number of Years
Credited Service
|
|
Present Value of
Accumulated
Benefit
|
|
Payments
During Last
Fiscal Year
|
|
Name
|
Plan Name
|
(#)
|
|
($)
|
|
($)
|
|
(a)
|
(b)
|
(c)
|
|
(d)
|
|
(e)
|
|
Marillyn A. Hewson
|
Lockheed Martin Corporation Salaried Employee Retirement Program
|
37.1
|
|
2,143,916
|
|
0
|
|
|
Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan
|
—
|
|
52,153,228
|
|
0
|
|
Kenneth R. Possenriede
|
Lockheed Martin Corporation Salaried Employee Retirement Program
|
33.4
|
|
2,091,093
|
|
0
|
|
|
Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan
|
—
|
|
6,194,765
|
|
0
|
|
Bruce L. Tanner
|
Lockheed Martin Corporation Salaried Employee Retirement Program
|
36.9
|
|
2,221,802
|
|
37,887
|
|
|
Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan
|
—
|
|
20,529,795
|
|
0
|
|
Richard F. Ambrose
|
Lockheed Martin Corporation Salaried Employee Retirement Program
|
19.5
|
|
1,200,834
|
|
0
|
|
|
Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan
|
—
|
|
7,688,447
|
|
0
|
|
Dale P. Bennett
|
Lockheed Martin Corporation Salaried Employee Retirement Program
|
38.6
|
|
2,277,741
|
|
0
|
|
|
Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan
|
—
|
|
13,915,721
|
|
0
|
|
Michele A. Evans
|
Lockheed Martin Corporation Salaried Employee Retirement Program
|
33.3
|
|
1,793,171
|
|
0
|
|
|
Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan
|
—
|
|
3,225,812
|
|
0
|
|
Frank A. St. John
|
Lockheed Martin Corporation Salaried Employee Retirement Program
|
32.6
|
|
1,644,507
|
|
0
|
|
|
Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan
|
—
|
|
3,894,765
|
|
0
|
|
65
|
|
•
|
Annual incentive bonus (DMICP (Bonus)).
|
•
|
Amounts payable under our LTIP program (DMICP (LTIP)).
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
66
|
|
|
Executive
Contributions
in Last FY
|
|
Registrant
Contributions
in Last FY
|
|
Aggregate
Earnings in
Last FY
|
|
Aggregate
Withdrawals/
Distributions in Last FY
|
|
Aggregate
Balance at
Last FYE
|
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
Marillyn A. Hewson
|
NQSSP
|
338,765
|
|
67,753
|
|
1,578,330
|
|
—
|
|
7,157,970
|
|
|
NCAP
|
—
|
|
30,177
|
|
15,525
|
|
—
|
|
132,305
|
|
|
DMICP (Bonus)
|
—
|
|
—
|
|
5,662,662
|
|
—
|
|
30,407,396
|
|
|
DMICP (LTIP)
|
—
|
|
—
|
|
3,494,573
|
|
—
|
|
17,845,996
|
|
|
TOTAL
|
338,765
|
|
97,930
|
|
10,751,090
|
|
—
|
|
55,543,667
|
|
Kenneth R. Possenriede
|
NQSSP
|
167,462
|
|
30,447
|
|
480,492
|
|
—
|
|
2,102,876
|
|
|
NCAP
|
—
|
|
11,433
|
|
3,874
|
|
—
|
|
28,138
|
|
|
DMICP (Bonus)
|
237,116
|
|
—
|
|
679,520
|
|
—
|
|
3,399,014
|
|
|
DMICP (LTIP)
|
152,268
|
|
—
|
|
297,122
|
|
—
|
|
1,727,500
|
|
|
TOTAL
|
556,846
|
|
41,880
|
|
1,461,008
|
|
—
|
|
7,257,528
|
|
Bruce L. Tanner
|
NQSSP
|
156,726
|
|
24,112
|
|
1,592,488
|
|
(58,515
|
)
|
7,221,283
|
|
|
NCAP
|
—
|
|
8,265
|
|
8,499
|
|
—
|
|
60,909
|
|
|
DMICP (Bonus)
|
1,128,217
|
|
—
|
|
1,311,530
|
|
—
|
|
6,154,515
|
|
|
DMICP (LTIP)
|
522,643
|
|
—
|
|
451,831
|
|
—
|
|
3,112,057
|
|
|
TOTAL
|
1,807,586
|
|
32,377
|
|
3,364,348
|
|
(58,515
|
)
|
16,548,764
|
|
Richard F. Ambrose
|
NQSSP
|
142,135
|
|
28,427
|
|
662,925
|
|
—
|
|
2,535,965
|
|
|
NCAP
|
—
|
|
12,414
|
|
6,166
|
|
—
|
|
49,413
|
|
|
DMICP (Bonus)
|
—
|
|
—
|
|
1,186,170
|
|
—
|
|
3,648,990
|
|
|
DMICP (LTIP)
|
—
|
|
—
|
|
623,444
|
|
—
|
|
3,064,307
|
|
|
TOTAL
|
142,135
|
|
40,841
|
|
2,478,705
|
|
—
|
|
9,298,675
|
|
Dale P. Bennett
|
NQSSP
|
202,549
|
|
32,408
|
|
641,040
|
|
—
|
|
3,354,852
|
|
|
NCAP
|
—
|
|
12,414
|
|
6,249
|
|
—
|
|
53,985
|
|
|
DMICP (Bonus)
|
—
|
|
—
|
|
2,177,214
|
|
—
|
|
8,800,606
|
|
|
DMICP (LTIP)
|
—
|
|
—
|
|
753,407
|
|
—
|
|
3,244,851
|
|
|
TOTAL
|
202,549
|
|
44,822
|
|
3,577,910
|
|
—
|
|
15,454,294
|
|
Michele A. Evans
|
NQSSP
|
194,447
|
|
32,408
|
|
275,611
|
|
—
|
|
1,381,009
|
|
|
NCAP
|
—
|
|
12,414
|
|
3,196
|
|
—
|
|
28,257
|
|
|
DMICP (Bonus)
|
1,077,067
|
|
—
|
|
1,015,713
|
|
—
|
|
4,585,811
|
|
|
DMICP (LTIP)
|
233,936
|
|
—
|
|
54,178
|
|
—
|
|
288,114
|
|
|
TOTAL
|
1,505,450
|
|
44,822
|
|
1,348,698
|
|
—
|
|
6,283,191
|
|
Frank A. St. John
|
NQSSP
|
170,141
|
|
32,408
|
|
113,579
|
|
—
|
|
855,678
|
|
|
NCAP
|
—
|
|
12,414
|
|
4,224
|
|
—
|
|
35,706
|
|
|
DMICP (Bonus)
|
—
|
|
—
|
|
330,613
|
|
—
|
|
2,107,883
|
|
|
DMICP (LTIP)
|
448,798
|
|
—
|
|
368,690
|
|
—
|
|
2,482,046
|
|
|
TOTAL
|
618,939
|
|
44,822
|
|
817,106
|
|
—
|
|
5,481,313
|
|
67
|
|
|
|
|
Of Amount Reported in Column (f)
|
||||
|
Aggregate Balance
at December 31,
2019 in Column (f)
|
|
|
NEO and Corporation Contributions to
NQSSP and Corporation Contributions to
NCAP Reported in “Summary
Compensation Table” for 2019
|
|
Amount Reported in “Summary
Compensation Table” for Prior
Years (Beginning with 2006)
|
|
Name
|
($)
|
|
|
($)
|
|
($)
|
|
Ms. Hewson
|
55,543,667
|
|
|
436,695
|
|
22,573,484
|
|
Mr. Possenriede
|
7,257,528
|
|
|
209,343
|
|
0
|
|
Mr. Tanner
|
16,548,764
|
|
|
189,103
|
|
9,663,523
|
|
Mr. Ambrose
|
9,298,675
|
|
|
182,975
|
|
173,050
|
|
Mr. Bennett
|
15,454,294
|
|
|
247,370
|
|
4,278,796
|
|
Ms. Evans
|
6,283,191
|
|
|
239,268
|
|
0
|
|
Mr. St. John
|
5,481,313
|
|
|
214,963
|
|
650,359
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
68
|
|
Retirement
|
Change in Control
|
Death/Disability/Layoff
|
Divestiture(1)
|
Termination/ Resignation
|
Annual Incentive Bonus(2)
|
Payment may be prorated based on year-end performance results for retirement during the year with six months of participation in the year.
|
No provision.
|
Payment may be prorated at target for death, disability or layoff during the year with three months (six months in the case of layoff) of participation in the year.
No payment if layoff occurs at any time during the year, including on the last day of the year, and payment is made under the Executive Severance Plan.
|
No provision.
|
No payment will be made for termination/resignation during the year.
|
RSUs
|
Continued vesting of RSUs and dividend equivalents subject to six-month minimum service from date of grant.
|
Immediate vesting of RSUs, PSUs at Target, LTIP at Target and dividend equivalents on RSUs and PSUs if not assumed by successor. Immediate vesting following involuntary termination without cause or voluntary termination with good reason within 24 months of change in control if assumed by successor.
|
Continued vesting of RSUs and dividend equivalents after layoff, subject to six-month minimum service from date of grant. Immediate vesting following death or disability.
|
Unless assumed by the successor, RSUs and dividend equivalents will vest on a pro rata basis based on the days into the vesting period at closing unless the employee is retirement-eligible in which case the RSU grant will continue to vest until the vesting date.
|
Forfeit unvested RSUs, PSUs and LTIP and dividend equivalents on RSUs and PSUs if termination occurs prior to becoming retirement-eligible or anytime if termination is due to misconduct.
Termination on or after the six-month anniversary of the grant date and either (i) age 55 and ten years of service or (ii) age 65 is treated as retirement-eligible.
|
PSUs & LTIP (2018-2020 & 2019-2021)
|
Prorated payment of PSUs and LTIP (and dividend equivalents on PSUs) based on the performance at the end of the three-year performance period, subject to six-month minimum service from date of grant.
|
Prorated payment of PSUs and LTIP (and dividend equivalents on PSUs) based on the performance at end of the three-year performance period, subject to six-month minimum service from date of grant for layoff.
|
Prorated payment of PSUs and LTIP (and dividend equivalents on PSUs) based on the performance at the end of the three-year performance period.
|
||
Executive Severance Plan
|
No payment.
|
No payment unless terminated.
|
No payment in the case of death or disability. Payment of a lump sum amount equal to a multiple of salary, annual bonus equivalent, and health care continuation coverage cost plus outplacement services and relocation assistance. The multiple of salary and annual bonus equivalent for the CEO is 2.99; for all other NEOs it is 1.0.
|
No payment.
|
No payment.
|
69
|
|
|
Retirement
|
Change in Control
|
Death/Disability/Layoff
|
Divestiture(1)
|
Termination/ Resignation
|
Pension(3)
|
Qualified: Annuity payable on a reduced basis at age 55; annuity payable on a non-reduced basis at age 60; steeper reduction for early commencement at age 55 for terminations prior to age 55 than for terminations after age 55.
Supplemental: Annuity or lump sum at later of age 55 or termination, same early reductions applied as for Pension-Qualified.
|
Qualified: No acceleration.
Supplemental: Lump Sum.
|
Qualified: Spousal annuity benefit as required by law in event of death unless waived by spouse. For either (i) disability between age 53 and 55 with eight years of service or (ii) layoff between age 53 and 55 with eight years of service or before age 55 with 25 years of service, participant is eligible for the more favorable actuarial reductions for participants terminating after age 55.
Supplemental: Annuity or lump sum at later of age 55 or termination, same provisions as Pension-Qualified for spousal waiver, disability, and layoff.
|
No provisions; absent a negotiated transfer of liability to buyer, treated as retirement or termination.
|
Qualified: Annuity payable on a reduced basis at age 55; annuity payable on a non-reduced basis at age 60; steeper reduction for early commencement at age 55 for terminations prior to age 55 than for terminations after age 55.
Supplemental: Annuity or lump sum, same early reductions applied as for Pension-Qualified.
|
DMICP(4) /
NQSSP(4) /
NCAP(4)
|
Lump sum or installment payment in accordance with NEO elections.
|
Immediate lump sum payment.
|
DMICP: Lump sum or installment payments in accordance with NEO elections, except lump sum only for layoff prior to age 55.
NQSSP/NCAP: Lump sum for death; for disability or layoff, lump sum or installment payments in accordance with NEO elections.
|
Follows termination provisions.
|
DMICP: Lump sum if termination is prior to age 55; after age 55, lump sum or installment payment in accordance with NEO elections.
NQSSP/NCAP: Lump sum or installment payments in accordance with NEO elections.
|
(1)
|
Divestiture is defined as a transaction which results in the transfer of control of a business operation to any person, corporation, association, partnership, joint venture, or other business entity of which less than 50 percent of the voting stock or other equity interests (in the case of entities other than corporations) is owned or controlled directly or indirectly by us, one or more of our subsidiaries, or by a combination thereof following the transaction.
|
(2)
|
See “Compensation Discussion and Analysis” for discussion of annual incentive bonus payment calculation.
|
(3)
|
See “2019 Pension Benefits” table for present value of accumulated benefit.
|
(4)
|
See “Aggregate Balance at Last FYE” column in “2019 Nonqualified Deferred Compensation” table for amounts payable.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
70
|
|
|
Retirement
|
|
Change
In Control
|
|
Death/
Disability
|
|
Layoff
|
|
Divestiture
|
|
Termination/
Resignation(1)
|
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Marillyn A. Hewson
|
Supplemental Pension(2)
|
47,411,234
|
|
47,411,234
|
|
47,411,234
|
|
47,411,234
|
|
47,411,234
|
|
47,411,234
|
|
|
LTIP(3)
|
0
|
|
5,307,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
RSUs(4)
|
0
|
|
14,963,908
|
|
14,963,908
|
|
0
|
|
0
|
|
0
|
|
|
PSUs(5)
|
0
|
|
25,265,336
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Executive Severance(6)
|
0
|
|
0
|
|
0
|
|
14,870,607
|
|
0
|
|
0
|
|
|
TOTAL
|
47,411,234
|
|
92,947,478
|
|
62,375,142
|
|
62,281,841
|
|
47,411,234
|
|
47,411,234
|
|
Kenneth R. Possenriede
|
Supplemental Pension(2)
|
5,593,676
|
|
5,593,676
|
|
5,593,676
|
|
5,593,676
|
|
5,593,676
|
|
5,593,676
|
|
|
LTIP(3)
|
0
|
|
1,200,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
RSUs(4)
|
0
|
|
2,727,808
|
|
2,727,808
|
|
0
|
|
0
|
|
0
|
|
|
PSUs(5)
|
0
|
|
3,151,242
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Executive Severance(6)
|
0
|
|
0
|
|
0
|
|
1,876,292
|
|
0
|
|
0
|
|
|
TOTAL
|
5,593,676
|
|
12,672,726
|
|
8,321,484
|
|
7,469,968
|
|
5,593,676
|
|
5,593,676
|
|
Richard F. Ambrose
|
Supplemental Pension(2)
|
6,964,220
|
|
6,964,220
|
|
6,964,220
|
|
6,964,220
|
|
6,964,220
|
|
6,964,220
|
|
|
LTIP(3)
|
0
|
|
1,505,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
RSUs(4)
|
0
|
|
3,953,681
|
|
3,953,681
|
|
0
|
|
0
|
|
0
|
|
|
PSUs(5)
|
0
|
|
6,657,311
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Executive Severance(6)
|
0
|
|
0
|
|
0
|
|
1,910,154
|
|
0
|
|
0
|
|
|
TOTAL
|
6,964,220
|
|
19,080,212
|
|
10,917,901
|
|
8,874,374
|
|
6,964,220
|
|
6,964,220
|
|
Dale P. Bennett
|
Supplemental Pension(2)
|
12,720,030
|
|
12,720,030
|
|
12,720,030
|
|
12,720,030
|
|
12,720,030
|
|
12,720,030
|
|
|
LTIP(3)
|
0
|
|
1,505,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
RSUs(4)
|
0
|
|
4,258,565
|
|
4,258,565
|
|
0
|
|
0
|
|
0
|
|
|
PSUs(5)
|
0
|
|
7,134,699
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Executive Severance(6)
|
0
|
|
0
|
|
0
|
|
1,907,012
|
|
0
|
|
0
|
|
|
TOTAL
|
12,720,030
|
|
25,618,294
|
|
16,978,595
|
|
14,627,042
|
|
12,720,030
|
|
12,720,030
|
|
Michele A. Evans
|
Supplemental Pension(2)
|
0
|
|
2,716,395
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
LTIP(3)
|
0
|
|
1,165,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
RSUs(4)
|
0
|
|
2,735,005
|
|
2,735,005
|
|
0
|
|
1,445,378
|
|
0
|
|
|
PSUs(5)
|
0
|
|
2,796,313
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Executive Severance(6)
|
0
|
|
0
|
|
0
|
|
1,919,683
|
|
0
|
|
0
|
|
|
TOTAL
|
0
|
|
9,412,713
|
|
2,735,005
|
|
1,919,683
|
|
1,445,378
|
|
0
|
|
Frank A. St. John
|
Supplemental Pension(2)
|
0
|
|
3,308,808
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
LTIP(3)
|
0
|
|
1,505,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
RSUs(4)
|
0
|
|
3,491,564
|
|
3,491,564
|
|
0
|
|
1,946,115
|
|
0
|
|
|
PSUs(5)
|
0
|
|
4,609,884
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Executive Severance(6)
|
0
|
|
0
|
|
0
|
|
1,919,017
|
|
0
|
|
0
|
|
|
TOTAL
|
0
|
|
12,915,256
|
|
3,491,564
|
|
1,919,017
|
|
1,946,115
|
|
0
|
|
71
|
|
(1)
|
Resignation by executives who are eligible for retirement, for purposes of this table, is treated as retirement. All NEOs, except Mr. St. John and Ms. Evans, were eligible for retirement as of December 31, 2019.
|
(2)
|
The Supplemental Pension lump sum value was calculated using plan assumptions and age of the executive as of December 31, 2019. Payments under the Supplemental Pension do not commence prior to age 55, except in the case of a change in control. The Supplemental Pension assumptions in effect for December 31, 2019, are a 4.00 percent discount rate (1.25 percent for benefits earned prior to 2005) and the mortality tables applicable to lump sum distributions for qualified plans under section 417(e) of the Internal Revenue Code (except the 1983 Group Annuity Mortality with sex distinction is used for benefits accrued prior to 2005, and this table is used for benefits accrued after 2004 if the resulting benefit is larger). The Supplemental Pension assumptions are set forth in the plan document and may be different than the assumptions used to calculate the accrued benefit reported in the “2019 Pension Benefits” or “Summary Compensation” tables or for financial reporting.
|
(3)
|
The table shows an amount payable in the event of a change in control trigger event for the 2018-2020 and 2019-2021 LTIP performance periods. For a trigger event based upon death, disability, retirement (or resignation after satisfying the requirements for retirement), layoff or divestiture on December 31, 2019, amounts (if any) for the 2018-2020 and 2019-2021 LTIP performance periods would not be payable until after the end of the performance period. The estimated prorated amounts payable for the 2018-2020 performance cycle based on performance through December 31, 2019 are: Ms. Hewson: $3,124,413; Mr. Possenriede: $383,051; Mr. Ambrose: $919,320; Mr. Bennett: $919,320; Ms. Evans: $485,197; and Mr. St. John: $919,320. The estimated prorated amounts payable for the 2019-2021 performance cycle based on performance through December 31, 2019 are: Ms. Hewson: $1,325,830; Mr. Possenriede: $417,219; Mr. Ambrose: $363,908; Mr. Bennett: $363,908; Ms. Evans: $363,908; and Mr. St. John: $363,908. The table does not include amounts for the 2017-2019 performance cycle as these amounts are reported in the "Summary Compensation Table" (see notes to column (g)).
|
(4)
|
All 2017, 2018 and 2019 RSUs would continue to vest for retirement or layoff occurring on December 31, 2019, and would not become payable until January 2020, February 2021 and February 2022, respectively, and are not included in the table. For a change in control (assuming satisfaction of the double trigger), death, disability or divestiture, the reported value of the RSUs was based upon the closing price of our stock on December 31, 2019 ($389.38) plus deferred dividend equivalents that accrued. The amounts for retirement or layoff on December 31, 2019 are not payable until the end of the respective vesting periods (January 2020, February 2021 and February 2022 for the 2017, 2018 and 2019 RSUs, respectively) but would have the same value on December 31, 2019 as the amounts shown for immediate payment on account of death, disability and divestiture. If a NEO is retirement-eligible, then in the case of a divestiture occurring on December 31, 2019, the RSUs will continue to vest and are treated as a retirement.
|
(5)
|
The table shows an amount payable in the event of a change in control trigger event for the 2017-2019, 2018-2020 and 2019-2021 performance periods. The amount shown for the PSUs upon a change in control is the target level of the shares valued using the closing price of our stock on December 31, 2019 ($389.38) plus deferred dividend equivalents that accrued. The table assumes the double trigger occurred. For a trigger event based upon death, disability, retirement (or resignation after satisfying the requirements for retirement), layoff or divestiture on December 31, 2019, amounts (if any) for the 2017-2019, 2018-2020 and 2019-2021 PSU performance periods would be paid on a prorated basis following the end of the applicable performance period. The payments estimated to be paid on a non-prorated basis following the end of the performance cycle using the December 31, 2019 stock price are reported for the 2017-2019 PSU performance cycle in column (h) of the "Outstanding Equity Awards at 2019 Fiscal Year-End Table" and for 2018-2020 and 2019-2021 in column (j) of that table. The prorated amounts for a trigger event occurring on December 31, 2019 plus deferred dividend equivalents that accrued are for each cycle: (i) 2017-2019 cycle: Ms. Hewson: $15,877,606; Mr. Possenriede: $214,059; Mr. Ambrose: $3,676,261; Mr. Bennett: $4,478,257; Ms. Evans: $214,059; and Mr. St. John: $235,589; and (ii) 2018-2020 cycle: Ms. Hewson: $7,684,362; Mr. Possenriede: $95,546; Mr. Ambrose: $2,261,398; Mr. Bennett: $2,261,398; Ms. Evans: $119,128; and Mr. St. John: $2,261,398; and (iii) 2019-2021 cycle: Ms. Hewson: $3,727,243; Mr. Possenriede: $1,173,229; Mr. Ambrose: $1,023,438; Mr. Bennett: $1,023,438; Ms. Evans: $1,023,438; and Mr. St. John: $1,023,438. The prorated amounts are based on the stock price and estimated performance as of December 31, 2019.
|
(6)
|
The total amounts projected for severance payments due to layoff are based on the plan (as amended) approved by the Board in 2008. It includes payment for one year of salary (2.99 years for Ms. Hewson) and one year of target annual incentive (2.99 for Ms. Hewson), estimated costs for benefits continuation for one year, outplacement services and relocation assistance (if required under the plan terms).
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
72
|
•
|
calculating the total annual cash compensation (base salary plus annual incentive) of all employees except the CEO as of December 31, 2018, and then sorting those employees from highest to lowest; and
|
•
|
determining the median employee from that list.
|
73
|
|
Shares subject to outstanding option awards*
|
|
|
528,563
|
Shares subject to outstanding restricted stock unit (RSU) awards
|
|
|
1,437,632
|
Shares subject to outstanding performance stock unit (PSU) awards (at maximum)**
|
|
|
581,264
|
Available for future grant under 2011 IPAP
|
|
|
3,367,250
|
Available for future grant under Lockheed Martin Corporation Amended and Restated Directors Equity Plan
|
|
|
395,424
|
New shares under 2020 IPAP
|
|
|
4,500,000
|
Sum of above
|
|
|
10,810,133
|
Common shares outstanding
|
|
|
281,712,990
|
Fully diluted shares outstanding
|
|
|
292,523,123
|
*
|
Weighted average remaining contractual life is approximately 1.7 years for stock options with a weighted average exercise price of $81.55, as of February 28, 2020. No options have been granted to employees since 2012.
|
**
|
At target, 290,632 shares subject to outstanding PSU awards under the 2011 IPAP.
|
74
|
|
Burn Rate (number of shares in thousands)
|
2017
|
|
|
|
|
2018
|
|
|
|
|
2019
|
|
Options Granted*
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
RSUs Granted
|
519
|
|
|
|
|
406
|
|
|
|
|
581
|
|
PSUs Granted (at target)**
|
119
|
|
|
|
|
91
|
|
|
|
|
130
|
|
Total Shares Granted
|
638
|
|
|
|
|
497
|
|
|
|
|
711
|
|
Weighted Average Shares Outstanding (as of 12/31)
|
290,600
|
|
|
|
|
286,800
|
|
|
|
283,800
|
||
Burn Rate (Shares Granted ÷ Shares Outstanding)
|
0.22
|
%
|
|
|
|
0.17
|
%
|
|
|
|
0.25%
|
*
|
No options have been granted to employees since 2012.
|
**
|
The number of PSUs granted at maximum is 200% of target. Please see page 49 for 2017-2019 PSU performance results and associated payouts.
|
75
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
76
|
77
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
78
|
•
|
the consummation of a tender or exchange offer for securities representing 25 percent or more of the combined voting power in the election of directors;
|
•
|
the consummation of a merger or certain other business combination or recapitalization or reorganization transactions in which less than 75 percent of the outstanding voting securities of the surviving or resulting corporation are owned by our stockholders as of the date on which stockholders vote on the transaction (or the day prior to the event if stockholders are not entitled to vote);
|
•
|
subject to certain exceptions, a person becomes the beneficial owner of securities representing 25 percent or more of the combined voting power in the election of directors;
|
•
|
if, at any time within two years following a tender offer, merger or certain other business combinations, or a recapitalization or reorganization, or a contested director election, the “incumbent directors” (as defined in the 2020 IPAP) cease to constitute a majority of the authorized members of our Board; and
|
•
|
our stockholders approve a plan of liquidation and dissolution of the Corporation, or a sale or transfer of all or substantially all of the Corporation’s business and assets as an entirety to any entity that is not a subsidiary is consummated.
|
79
|
|
•
|
materially increase the number of shares of stock available under the 2020 IPAP or issuable to a participant (except in the limited case of adjustments relating to a change in control, adjustments to our stock or other corporate reorganizations);
|
•
|
change the types of awards that may be granted under the 2020 IPAP;
|
•
|
expand the class of persons eligible to receive awards or otherwise participate in the 2020 IPAP; or
|
•
|
require stockholder approval pursuant to the New York Stock Exchange Listed Company Manual (so long as the Corporation is a listed company on the NYSE) or other applicable law.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
80
|
81
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights |
|
Number of securities remaining available for future issuance
under equity compensation plans (excluding securities reflected in column (a)) |
|
|
(#)
|
|
($)
|
|
(#)
|
|
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders 1
|
3,049,366
|
|
80.29
|
|
4,440,143
|
|
Equity compensation plans not approved by security holders 2
|
779,510
|
|
—
|
|
2,487,791
|
|
Total
|
3,828,876
|
|
80.29
|
|
6,927,934
|
|
(1)
|
Column (a) includes, as of December 31, 2019: 1,418,801 shares that have been granted as RSUs, 584,180 shares that could be earned pursuant to grants of PSUs (assuming the maximum number of PSUs are earned and payable at the end of the three-year performance period) and 937,746 shares granted as options under the Lockheed Martin Corporation 2011 Incentive Performance Award Plan (2011 IPAP) or predecessor plans and 19,660 shares granted as options and 88,979 stock units payable in stock or cash under the Lockheed Martin Corporation Amended and Restated Directors Equity Plan (Directors Equity Plan) or predecessor plans for non-employee directors. Column (c) includes, as of December 31, 2019, 4,037,074 shares available for future issuance under the 2011 IPAP as options, stock appreciation rights, restricted stock awards, RSUs or PSUs and 403,069 shares available for future issuance under the Directors Equity Plan as stock options and stock units. Of the 4,037,074 shares available for grant under the 2011 IPAP on December 31, 2019, 502,674 and 212,802 shares are issuable pursuant to grants made on February 27, 2020, of RSUs and PSUs (assuming the maximum number of PSUs are earned and payable at the end of the three-year performance period), respectively. Of the 403,069 shares available for grant under the Directors Equity Plan on December 31, 2019, 3,728 are units issuable pursuant to grants made on January 30, 2020, which vest 50 percent on June 30, 2020 and 50 percent on December 31, 2020, and 355 are units issuable pursuant to a grant made on March 2, 2020, which vest on December 31, 2020. Vested stock units are payable to directors upon their termination of service from our Board, except that directors who have satisfied our stock ownership guidelines may elect to have the payment of awards made after January 1, 2018 (together with any dividend equivalents thereon) made on the first business day of April following the one-year anniversary of the grant. The weighted average price does not take into account shares issued pursuant to RSUs or PSUs.
|
(2)
|
The shares represent annual incentive bonuses and LTIP payments earned and voluntarily deferred by employees. The deferred amounts are payable under the DMICP. Deferred amounts are credited as phantom stock units at the closing price of our stock on the date the deferral is effective. Amounts equal to our dividend are credited as stock units at the time we pay a dividend. Following termination of employment, a number of shares of stock equal to the number of stock units credited to the employee’s DMICP account are distributed to the employee. There is no discount or value transfer on the stock distributed. Distributions may be made from newly issued shares or shares purchased on the open market. Historically, all distributions have come from shares held in a separate trust and, therefore, do not further dilute our common shares outstanding. As a result, these shares also were not considered in calculating the total weighted average exercise price in the table. Because the DMICP shares are outstanding, they should be included in the denominator (and not the numerator) of a dilution calculation.
|
82
|
|
Annual Cash Retainer
|
$155,000 through December 31, 2019; $162,500 per year effective January 1, 2020
|
Annual Equity Retainer
|
$155,000 through December 31, 2019; $162,500 per year effective January 1, 2020, payable under the Lockheed Martin Corporation Amended and Restated Directors Equity Plan
|
Audit Committee Chairman Cash Retainer
|
$30,000 per year
|
Management Development and Compensation Committee Chairman Cash Retainer
|
$30,000 per year
|
Other Committee Chairman Cash Retainers
|
$20,000 per year
|
Independent Lead Director Cash Retainer
|
$35,000 per year through December 31, 2019; $50,000 per year effective January 1, 2020
|
Director Education
|
Reimbursed for costs and expenses
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
83
|
*
|
Messrs. Archibald and Ralston retired from the Board in April 2019. Ms. Reed-Klages joined the Board in November 2019. Mr. Dunford joined the Board effective February 10, 2020 and therefore did not receive any compensation during 2019.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
84
|
85
|
|
Name
|
Common Stock
|
|
(1) (2)
|
Stock Units*
|
|
|
Total
|
|
Daniel F. Akerson
|
7,500
|
|
|
4,332
|
|
4
|
11,832
|
|
Richard F. Ambrose
|
332
|
|
|
21,355
|
|
6,7,8
|
21,687
|
|
Dale P. Bennett
|
46,642
|
|
|
24,554
|
|
6,7,8
|
71,196
|
|
David B. Burritt
|
6,498
|
|
|
16,579
|
|
4,5
|
23,078
|
|
Bruce A. Carlson
|
768
|
|
|
2,735
|
|
4,5
|
3,503
|
|
James F. Dunford, Jr.
|
0
|
|
|
0
|
|
|
0
|
|
James O. Ellis, Jr.
|
19,485
|
|
|
1,615
|
|
4
|
21,100
|
|
Michele A. Evans
|
408
|
|
|
9,420
|
|
6,7,8
|
9,829
|
|
Thomas J. Falk
|
5,250
|
|
3
|
10,985
|
|
4
|
16,235
|
|
Ilene S. Gordon
|
750
|
|
|
2,319
|
|
4
|
3,069
|
|
Marillyn A. Hewson
|
122,300
|
|
|
36,166
|
|
6,7,8
|
158,466
|
|
Vicki A. Hollub
|
797
|
|
|
640
|
|
4,5
|
1,437
|
|
Jeh C. Johnson
|
1,009
|
|
|
373
|
|
4
|
1,381
|
|
Kenneth R. Possenriede
|
2,766
|
|
|
9,063
|
|
6,7,8
|
11,829
|
|
Debra L. Reed-Klages
|
222
|
|
|
373
|
|
4
|
595
|
|
Frank A. St. John
|
1
|
|
|
7,050
|
|
6,7,8
|
7,051
|
|
James D. Taiclet, Jr.
|
2,363
|
|
|
373
|
|
4
|
2,735
|
|
Bruce L. Tanner
|
49,437
|
|
|
12,897
|
|
6,8
|
62,335
|
|
All directors, nominees and executive officers as a group
(22 individuals) |
281,208
|
|
|
185,827
|
|
|
467,036
|
|
*
|
Does not include PSUs.
|
(1)
|
Includes common stock not currently owned but which could be acquired within 60 days through the exercise of stock options for Ms. Hewson 82,935. Includes shares payable at termination with respect to vested stock units credited under the Directors Equity Plan for which a director has elected payment in stock for Mr. Burritt 495; Mr. Carlson 768; Mr. Ellis 19,285; Ms. Hollub 797; Mr. Johnson 1,009; Ms. Reed-Klages 67; and Mr. Taiclet 1,009. Units for which a director has elected payment in cash are reported in the “Stock Units” column. There are no voting rights associated with stock units.
|
(2)
|
Includes shares attributable to the participant’s account in the Lockheed Martin Salaried Savings Plan for Mr. Ambrose 332; Mr. Bennett 9,263; Ms. Evans 408; Ms. Hewson 502; Mr. Possenriede 773; and Mr. Tanner 16. Participants have voting power and investment power over the shares.
|
(3)
|
Represents shares beneficially owned by Mr. Falk and his spouse through a family limited partnership.
|
(4)
|
Represents stock units under the Directors Equity Plan for which directors have elected to receive distributions of units in the form of cash and unvested stock units credited on January 30, 2020 (annual equity award 372.7919) for Mr. Akerson 4,332; Mr. Burritt 9,263; Mr. Carlson 2,354; Mr. Ellis 1,615; Mr. Falk 10,985; Ms. Gordon 2,319; Ms. Hollub 373; Mr. Johnson 373; Ms. Reed-Klages 373; and Mr. Taiclet 373. There are no voting rights associated with stock units.
|
(5)
|
Represents stock units under the Directors Deferred Compensation Plan representing deferred cash compensation for Mr. Burritt 7,316; Mr. Carlson 381 and Ms. Hollub 268. The stock units (including dividend equivalents credited as stock units) are distributed in the form of cash. There are no voting rights associated with stock units.
|
86
|
|
(6)
|
Includes stock units attributable to the participant’s account under the DMICP (including any units credited for deferred LTIP awards) for Mr. Ambrose 11,752; Mr. Bennett 14,215; Ms. Evans 3,279; Ms. Hewson 8,990; Mr. Possenriede 1,857; Mr. St. John 136; and Mr. Tanner 4,988. Although most of the units will be distributed following termination or retirement in shares of stock, none of the units are convertible into shares of stock within 60 days of February 24, 2020. There are no voting rights associated with stock units.
|
(7)
|
Includes stock units attributable to the participant’s account under the NQSSP for Mr. Ambrose 2,971; Mr. Bennett 3,659; Ms. Evans 937; Ms. Hewson 3,741; Mr. Possenriede 1,948; and Mr. St. John 3. Amounts credited to a participant’s account in the NQSSP are distributed in cash following termination of employment. There are no voting rights associated with stock units.
|
(8)
|
Includes unvested RSUs for Mr. Ambrose 6,632; Mr. Bennett 6,680; Ms. Evans 5,205; Ms. Hewson 23,435; Mr. Possenriede 5,258; Mr. St. John 6,911; and Mr. Tanner 7,909. Each RSU represents a contingent right to receive one share of common stock. There are no voting rights associated with RSUs.
|
Name and Address
|
Amount of
Common Stock
|
Percent of
Outstanding Shares
|
State Street Corporation and State Street
Bank and Trust Company(1) State Street Financial Center One Lincoln Street Boston, MA 02111 |
43,331,030
|
15.4%
|
The Vanguard Group(2)
100 Vanguard Boulevard Malvern, PA 19355 |
22,689,364
|
8.0%
|
BlackRock, Inc.(3)
55 East 52nd Street New York, NY 10055 |
18,509,015
|
6.6%
|
Capital World Investors(4)
333 South Hope Street Los Angeles, CA 90071 |
16,955,358
|
6.0%
|
(1)
|
As reported on a Schedule 13G filed on February 14, 2020 by State Street Corporation on behalf of itself and specified direct and indirect subsidiaries (State Street) in their various fiduciary and other capacities. State Street had shared voting power with respect to 42,483,152 shares and shared dispositive power with respect to 43,328,635 shares and did not have sole dispositive or sole voting power over any shares. State Street Bank and Trust Company (SSBTC) is the trustee and State Street Global Advisors Trust Company (SSGA) is the independent fiduciary and investment manager for Lockheed Martin common stock held in a master trust for Lockheed Martin benefit plans. SSBTC beneficially owns 34,661,003 of the 43,331,030 shares held by State Street of which 33,267,657 shares are held in its capacity as trustee for Lockheed Martin employee benefit plans and had shared voting power over 34,661,003 shares and shared dispositive power over 1,393,346 shares. SSGA beneficially owns 38,103,726 shares of the 43,331,030 shares held by State Street of which 33,267,657 were held by SSGA as independent fiduciary and investment manager for Lockheed Martin employee benefit plans and had shared voting power over 37,478,895 shares and shared dispositive power over 38,103,062 shares.
|
(2)
|
As reported on a Schedule 13G/A filed on February 12, 2020 by The Vanguard Group. The Vanguard Group had sole dispositive power over 22,275,543 shares, shared dispositive power over 413,821 shares, sole voting power over 374,691 shares and shared voting power over 64,172 shares.
|
(3)
|
As reported on a Schedule 13G/A filed on February 5, 2020 by BlackRock, Inc. BlackRock, Inc. and its subsidiaries had sole dispositive power over 18,509,015 shares and sole voting power over 16,686,234 shares and did not have shared dispositive or shared voting power over any shares.
|
(4)
|
As reported on a Schedule 13G/A filed on February 14, 2020 by Capital World Investors (Capital World), a division of Capital Research and Management Company. Capital World had sole dispositive power over 16,955,358 shares and sole voting power over 16,953,998 shares and did not have shared dispositive or shared voting power over any shares.
|
87
|
|
88
|
|
|
Board of Directors Statement in Opposition to Proposal 5
The Board recommends that stockholders vote AGAINST this proposal because the Board views the requested change as not in the best interests of the stockholders and unnecessary given the Corporation’s strong corporate governance practices and Board accountability to stockholders, as described below.
• Our stockholders already have the right to call a special meeting at any time. Any stockholder who individually owns 10 percent, or stockholders who in the aggregate own 25 percent, of our outstanding common stock may demand the calling of a special meeting to consider any business properly before the stockholders. This threshold is half (or less) of what would be necessary to act by written consent under the proposal. The proposal would be duplicative of this existing stockholder right to call a special meeting, but without important protections and advantages afforded by the stockholder meeting process. See “Stockholder Right to Call Special Meeting” on page 29.
• The Board believes allowing stockholders to act by written consent circumvents the deliberative stockholder meeting process. This could result in an unfair and unsound process because it allows stockholders to take action without complying with the procedural safeguards inherent in the stockholder meeting process. Action by written consent does not require that all stockholders receive notice of the written consent proposal, be given adequate time to review the subject matter of the proposal, be given the opportunity to consider alternative views on the proposal, or be afforded the opportunity to debate the merits of the proposal at an open meeting. The Board believes that requiring stockholder business be acted upon at a meeting is an inherently more structured, democratic and open process and helps to ensure the accuracy and completeness of information presented to all stockholders for their consideration.
• Written consent provides a greater opportunity for abuse. The proposal does not impose any ownership requirements on the stockholders soliciting written consent and, as a result, it could be initiated by a single stockholder holding a very small number of shares. It may encourage short-term stock ownership manipulation by a small group of investors (including those who accumulate a short-term voting position through borrowed shares) to advance a special agenda that may be contrary to the long-term best interests of the Corporation and its stockholders. The proposed arrangement may result in frequent special interest demands or complaints relating to the ordinary business of the Corporation that distract management and the Board and may result in significant administrative burdens and expense. It may also create confusion because multiple groups of stockholders would be able to solicit written consents simultaneously, some of which may be duplicative or contradictory.
• We have a long-standing commitment to sound corporate governance practices and an active investor engagement program to ensure Board accountability. At the direction of the Board, the Corporation engages directly with its stockholders throughout the year to seek their views on an array of issues, including corporate governance matters. In addition to the right to call a special meeting, in 2016 the Board proactively adopted proxy access and in 2017 the Board proactively amended the Corporation's Bylaws to provide that the stockholders have the power to amend the Corporation's Bylaws. Our Board has also demonstrated its commitment to Board refreshment and to the election of highly qualified independent directors who bring diverse perspectives to our Board with skills that are aligned with our long-term business strategy. All directors are elected annually by our stockholders and we provide for majority voting for directors with a resignation policy. Over the past five years seven new independent directors have been added to the Board and the average tenure of the Board has decreased to five years. In 2019, the Board also elected a new independent Lead Director.
• Substantially identical proposals were rejected by the Corporation’s stockholders in 2018, 2015, 2014, 2013 and 2011. This will be the sixth time in the past nine years that the same proponent has proposed a substantially similar proposal and each of the past five times stockholders have rejected such a proposal. The Board is unaware of any developments since the last time stockholders rejected such a proposal in 2018 that should change stockholders’ views on this proposal.
The Board will continue to review corporate governance best practices and adopt those practices that it believes, in light of the circumstances, serve the best interests of the Corporation and our stockholders.
|
|
89
|
|
Proposal
|
Description
|
Board Voting
Recommendations
|
Page
|
1
|
Election of Directors
|
FOR ALL DIRECTOR-NOMINEES
|
10
|
2
|
Ratification of Appointment of Ernst & Young LLP as our Independent Auditors for 2020
|
FOR
|
33
|
3
|
Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)
|
FOR
|
36
|
4
|
Management Proposal to Approve the Lockheed Martin Corporation 2020 Incentive Performance Award Plan
|
FOR
|
74
|
5
|
Stockholder Proposal to Adopt Stockholder Action by Written Consent
|
AGAINST
|
88
|
90
|
|
•
|
If your shares are held in the name of a broker, bank, or other nominee, your nominee will provide you with instructions on the procedure for voting your shares. Employees with shares allocated to an employee benefit plan account should review the information on procedures for voting by employees on page 92.
|
•
|
If you hold shares in multiple accounts, you may receive multiple Proxy Material packages (electronically and/or by mail). Please be sure to vote all of your Lockheed Martin shares in each of your accounts in accordance with the voting instructions you receive.
|
•
|
Designating a proxy. You also can choose to be represented by another person at the Annual Meeting by executing a legally valid proxy designating that person to vote on your behalf. You must properly pre-register your designee by following the instructions on page 96.
|
•
|
Beneficial owners. If you are a beneficial owner of shares, you must obtain a legally valid proxy from your broker, bank or other nominee and present it to the inspectors of election with your ballot to be able to vote at the Annual Meeting.
|
91
|
|
•
|
returning a signed proxy card with a later date;
|
•
|
authorizing a new vote electronically through the Internet or by telephone;
|
•
|
delivering a written revocation of your proxy to Lockheed Martin Corporation, Attention: Senior Vice President, General Counsel and Corporate Secretary, 6801 Rockledge Drive, Bethesda, MD 20817, before your original proxy is voted at the Annual Meeting; or
|
•
|
submitting a written ballot at the Annual Meeting.
|
•
|
FOR the election of the twelve director-nominees listed in this proxy statement (Proposal 1);
|
•
|
FOR the ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditors for the 2020 fiscal year (Proposal 2);
|
•
|
FOR the advisory vote to approve the compensation of our named executive officers (Say-on-Pay) (Proposal 3);
|
•
|
FOR the approval of the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (Proposal 4);
|
•
|
AGAINST the stockholder proposal to adopt stockholder action by written consent (Proposal 5); and
|
•
|
In the best judgment of the named proxy holders if any other matters are properly brought before the Annual Meeting.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
92
|
93
|
|
If you are eligible for householding, but received multiple copies of the Annual Report and Proxy Statement and prefer to receive only a single copy of each of these documents for your household, please contact Computershare, Shareholder Relations, P.O. Box 505000, Louisville, KY 40233-5000, or call 1-877-498-8861. If you are a registered stockholder residing at an address with other registered stockholders and wish to receive a separate Annual Report or Proxy Statement at this time or in the future, we will provide you with a separate copy. To obtain this copy, please contact Computershare as indicated above. If you own shares through a broker, bank, or other nominee, you should contact the nominee concerning householding procedures.
|
Yes. If you are a registered stockholder or beneficial owner, you can elect to receive future Annual Reports and Proxy Statements on the Internet only and not receive copies in the mail by visiting Shareholder Services at www.lockheedmartin.com/investor and completing the online consent form. Your request for electronic transmission will remain in effect for all future Annual Reports and Proxy Statements, unless withdrawn. Withdrawal procedures also are available on this website.
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
94
|
Type of Proposal
|
|
Deadline
|
|
Submission Requirements
|
Stockholder Proposal to be included in our proxy statement and proxy card
|
|
November 11, 2020
|
|
Must comply with applicable SEC Rules (including SEC Rule 14a-8); see also Staff Legal Bulletin 14, which may be found at www.sec.gov
|
Proxy Access Nominee - stockholder nomination of director to be included in our proxy statement and proxy card
|
|
Must be received between October 12, 2020 and November 11, 2020
|
|
Must provide the information required under our Bylaws, including Section 1.11
|
Stockholder Proposal or Director Nominee not intended to be included in our proxy statement and proxy card
|
|
Must be received between October 12, 2020 and November 11, 2020
|
|
Must provide the information required under our Bylaws, including Section 1.10
|
95
|
|
•
|
Registered Stockholders. If you are a registered stockholder (your shares are held in your name), you must pre-register and obtain an admission ticket by (i) checking the appropriate box on the Internet voting site, (ii) following the prompts on the telephone voting site or (iii) marking the appropriate box on your proxy card.
|
•
|
401(k) Participants. If you are a participant in the Lockheed Martin 401(k) or defined contribution plans, and you received a notice of Internet availability of Proxy Materials or you received your Proxy Materials by email, you must pre-register to attend the Annual Meeting (but may not vote plan shares at the meeting). You must pre-register and obtain an admission ticket by (i) checking the appropriate box on the Internet voting site, (ii) following the prompts on the telephone voting site, or (iii) marking the appropriate box on your proxy voting direction card.
|
•
|
Beneficial Owners. If you are a beneficial owner (your shares are held through a broker, bank or other nominee), you must pre-register and obtain an admission ticket by contacting the Corporation at: Lockheed Martin Corporation, Office of the Corporate Secretary, Mail Point 700, 6801 Rockledge Drive, Bethesda, MD 20817, or faxing a request to (301) 897-6960. Provide your name, mailing address and evidence of your stock ownership as of the Record Date. A copy of your brokerage or bank statement will suffice as evidence of ownership, or you can obtain a letter from your broker or bank.
|
•
|
Stockholder Proponent. If you are a stockholder proponent and have submitted a proposal that will be presented at the Annual Meeting, you must pre-register and obtain an admission ticket by contacting the Corporation at: Lockheed Martin Corporation, Office of the Corporate Secretary, Mail Point 700, 6801 Rockledge Drive, Bethesda, MD 20817, or faxing a request to (301) 897-6960.
|
96
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
97
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
98
|
99
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
100
|
101
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
102
|
103
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
104
|
105
|
|
www.lockheedmartin.com
|
2020 Proxy Statement
|
106
|
|
2019
|
|
|
Profit
|
|
($M)
|
($)
|
|
Segment Operating Profit (Non-GAAP)
|
6,574
|
|
Total Unallocated Items
|
1,971
|
|
Consolidated Operating Profit (GAAP)
|
8,545
|
|
ROIC Calculation ($M)
|
Three-Year
2017–2019 |
|
|
Net Earnings(a)
|
$
|
4,413
|
|
Adjustments for DTA Charge(b)
|
641
|
|
|
Adjusted Net Earnings
|
$
|
5,054
|
|
Interest Expense (multiplied by 65% in 2017 and by 79% in 2018 and 2019)(a)(c)
|
489
|
|
|
Return
|
$
|
5,543
|
|
Average Debt(d)(e)
|
$
|
14,025
|
|
Average Equity(e)(f)
|
2,959
|
|
|
Average Benefit Plan Adjustments(e)(g)
|
11,873
|
|
|
Average Invested Capital
|
$
|
28,857
|
|
ROIC
|
19.21
|
%
|
|
Tax Reform ROIC Adjustment (h)
|
-1.34
|
%
|
|
ROIC adjusted for Tax Reform
|
17.9
|
%
|
(a)
|
Three-year 2017-2019 values for Net Earnings, Interest Expense and any Return related adjustments reflect average values over the period.
|
(b)
|
Net earnings was adjusted for the $1.9 billion deferred tax asset (DTA) charge as reported in December 2017 as a result of the Federal Government’s enactment of the Tax Cuts and Jobs Act.
|
(c)
|
Represents after-tax interest expense utilizing the federal statutory rate of 35 percent in 2017, 21 percent in 2018, and 21 percent in 2019. Interest expense is added back to net earnings as it represents the return to debt holders. Debt is included as a component of average invested capital.
|
(d)
|
Debt consists of long-term debt, including current maturities, and short-term borrowings (if any).
|
(e)
|
The three-year averages are calculated using thirteen quarter point balances at the start of the plan performance period and at the end of each quarter for each of the three-years in the performance period.
|
(f)
|
Equity includes non-cash adjustments, primarily to recognize the funded/unfunded status of the Corporation’s benefit plans; and also to normalize for the one-time impact of the DTA noted in footnote (b) above.
|
(g)
|
Average Benefit Plan Adjustments reflect the cumulative value of entries identified in the Corporation’s Consolidated Statements of Equity as well as adjusted to normalize for the $2,396M benefit associated with the adoption of Accounting Standards Update No. 2018-02.
|
(h)
|
ROIC was adjusted by 1.34% to normalize for the benefit of the Federal Government's enactment of the Tax Cuts and Jobs Act in years 2018 and 2019. The 1.34% adjusts ROIC overall to normalize for the benefit of the lower tax rate.
|
107
|
|
|
2017-2019
|
|
Cash Flow ($M)
|
($)
|
|
Cash from Operations (GAAP)
|
16,925
|
|
Pension Funding Adjustment
|
|
|
Actual Pension Funding
|
6,390
|
|
Planned Pension Funding
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3,470
|
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Delta
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2,920
|
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Adjustment for Unplanned Tax Payments / (Benefits) on Divestitures
|
27
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Adjustment for Actual vs. Planned Tax Payments due to Tax Reform
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(1,959
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)
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Net Adjusting Items
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988
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Performance Cash (Non-GAAP)
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17,913
|
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www.lockheedmartin.com
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2020 Proxy Statement
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108
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• the Corporation’s reliance on contracts with the U.S. Government, which are conditioned upon the availability of funding and can be terminated by the U.S. Government for convenience, and the corporation’s ability to negotiate favorable contract terms;
• budget uncertainty, affordability initiatives, or the risk of future budget cuts;
• risks related to the development, production, sustainment, performance, schedule, cost and requirements of complex and technologically advanced programs including the corporation’s largest, the F-35 program;
• planned production rates for significant programs; compliance with stringent performance and reliability standards; materials availability;
• the performance and financial viability of key suppliers, teammates, joint ventures, joint venture partners, subcontractors and customers;
• economic, industry, business and political conditions including their effects on governmental policy and government actions that disrupt our supply chain or prevent the sale or delivery of our products (such as delays in obtaining Congressional approvals for exports requiring Congressional notification);
• trade policies or sanctions (including Turkey’s removal from the F-35 program, the impact of U.S. Government sanctions on Turkey and potential sanctions on the Kingdom of Saudi Arabia);
• the Corporation's success expanding into and doing business in adjacent markets and internationally and the differing risks posed by international sales;
• changes in foreign national priorities, and foreign government budgets;
• the competitive environment for the Corporation’s products and services, including increased pricing pressures, aggressive pricing in the absence of cost realism evaluation criteria, competition from outside the aerospace and defense industry, and bid protests;
• the timing and customer acceptance of product deliveries;
• the Corporation’s ability to continue to innovate and develop new products and to attract and retain key personnel and transfer knowledge to new personnel; the impact of work stoppages or other labor disruptions;
• the impact of cyber or other security threats or other disruptions to the Corporation’s businesses;
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• the Corporation’s ability to implement and continue and the timing and impact of capitalization changes such as share repurchases and dividend payments;
• the Corporation’s ability to recover costs under U.S. Government contracts and changes in contract mix;
• the accuracy of the Corporation’s estimates and projections;
• timing and estimates regarding pension funding and movements in interest rates and other changes that may affect pension plan assumptions, stockholders' equity, the level of the FAS/CAS adjustment and actual returns on pension plan assets;
• the successful operation of joint ventures that we do not control and our ability to recover our investments;
• realizing the anticipated benefits of acquisitions or divestitures, joint ventures, teaming arrangements or internal reorganizations;
• the Corporation’s efforts to increase the efficiency of its operations and improve the affordability of its products and services;
• risk of an impairment of the Corporation's assets, including the potential impairment of goodwill, intangible assets and inventory recorded as a result of the acquisition of the Sikorsky business and the potential further impairment of its equity investment in Advanced Military Maintenance, Repair and Overhaul Center LLC (AMMROC);
• the availability and adequacy of the Corporation’s insurance and indemnities;
• the effect of changes in (or in the interpretation of) procurement and other regulations and policies affecting the Corporation's industry, including export of our products, cost allowability or recovery and potential changes to the U.S. Department of Defense’s acquisition regulations relating to progress payments and performance-based payments and a preference for fixed-price contracts;
• the Corporation's ability to benefit fully from or adequately protect our intellectual property rights;
• the effect of changes in accounting, taxation, or export, laws regulations, and policies and their interpretation or application; and
• the outcome of legal proceedings, bid protests, environmental remediation efforts, audits, government investigations or government allegations that the Corporation has failed to comply with law, other contingencies and U.S. Government identification of deficiencies in the Corporation’s business systems.
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109
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Lockheed Martin Center for
Leadership Excellence Auditorium 6777 Rockledge Drive Bethesda, Maryland 20817 |
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Parking Lot
6905 Rockledge Drive Bethesda, Maryland 20817 (Parking will be validated and shuttles will transport stockholders to the Auditorium.) |
From Washington Dulles International Airport
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From Ronald Reagan Washington National Airport
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From Baltimore/Washington International Thurgood Marshall Airport
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• Dulles Airport Access Road to VA-267 E
• Merge onto I-495 N toward Baltimore/Bethesda
• Exit onto I-270 Spur N toward Rockville/Frederick
• Take exit 1 for Democracy Blvd E
• Turn left at Fernwood Road
• Turn right at Rockledge Drive
• Turn left to Parking Lot at 6905 Rockledge Drive
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• George Washington Pkwy N
• Exit onto I-495 N toward Baltimore/Bethesda
• Exit onto I-270 Spur N toward Rockville/Frederick
• Take exit 1 for Democracy Blvd E
• Turn left at Fernwood Road
• Turn right at Rockledge Drive
• Turn left to Parking Lot at 6905 Rockledge Drive
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• I-195 W onto I-95 South towards Washington
• Exit onto I-495 W toward Silver Spring/Bethesda
• Merge onto I-270 Spur N toward Frederick
• Take exit 1B toward Rockledge Drive
• Turn left at Rockledge Drive
• Turn right to stay on Rockledge Drive
• Turn right to Parking Lot at 6905 Rockledge Drive
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•
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Call 1-877-223-3863 within the U.S.
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•
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Call 1-267-468-0767 from outside the U.S.
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•
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Requests must be received by 3:00 p.m., Eastern Daylight Time, on April 13, 2020
|
•
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11:59 p.m., Eastern Daylight Time, on Monday, April 20, 2020
|
•
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Call 1-877-223-3863 within the U.S.
|
•
|
Call 1-267-468-0767 from outside the U.S.
|
•
|
Requests must be received by 3:00 p.m., Eastern Daylight Time, on April 13, 2020
|
•
|
11:59 p.m., Eastern Daylight Time, on Monday, April 20, 2020
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