(Amendment No. )
| ☑ | Filed by the Registrant | |||||||||||
| ☐ | Filed by a Party other than the Registrant | |||||||||||
| Check the appropriate box: | |||||||||||
| ☐ | Preliminary Proxy Statement | ||||||||||
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||||
| ☑ | Definitive Proxy Statement | ||||||||||
| ☐ | Definitive Additional Materials | ||||||||||
| ☐ | Soliciting Material | ||||||||||
| Payment of Filing Fee (Check all boxes that apply): | |||||||||||
| ☑ | No fee | ||||||||||
| ☐ | Fee paid previously with preliminary materials | ||||||||||
| ☐ | Fee computed on table | ||||||||||
| Voting Matters and Board Recommendations | ||||||||||||||||||||||||||
| |||
 Lockheed Martin Annual Meeting |
When: Thursday,
Live Webcast Access: Online audio webcast at: www.meetnow.global/LMT2024 (You may log in beginning at 8:30 a.m. EDT) Who Can Vote: Stockholders of
| ||
|
Agenda:
| Election of |  | FOR each Nominee | ||||||||||||||||||
 | See page 28 for further information. | |||||||||||||||||||
| Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) | | FOR | ||||||||||||||||||
| See page 43 for further information. | |||||||||||||||||||
| Proposal 3 | Ratification of the | | FOR | |||||||||||||||||
| See page 76 for further information. | |||||||||||||||||||
| Stockholder Proposals as described in the | ||||||||||||||||||||
 | AGAINST | |||||||||||||||||||
 | See page 79 for further information. | |||||||||||||||||||
We welcome and encourage you to attend Lockheed Martin’s 2024 Annual Meeting, which will be conducted exclusively online through a live audio webcast to facilitate stockholder attendance and to enable stockholders to participate fully and equally, regardless of size of holdings, resources or physical location. Our 2023 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you and is also available online at www.edocumentview.com/LMT. The proxy materials or a Notice of Internet Availability were first sent to stockholders on or about March 15, 2024. We will consider the seven proposals noted above and any other matters that may properly come before the Your vote is extremely important. Please vote at your earliest convenience to ensure the presence of a quorum at the meeting. Promptly voting your shares in accordance with the instructions you receive will save the expense of additional solicitation. Sincerely,  Maryanne R. Lavan Senior Vice President, General Counsel and Corporate Secretary March 15, 2024 | ||||||||||||||||||||
We have enclosed our 2017 Annual Report to Stockholders. The report is not part of the proxy soliciting materials for the Annual Meeting.
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. LavanSenior Vice President, General Counseland Corporate SecretaryMarch 16, 2018
When:
Thursday, April 26, 2018, 8:00 a.m. EDT
Where:
Lockheed Martin Center for Leadership ExcellenceAuditorium, 6777 Rockledge Drive, Bethesda, MD 20817
Who Can Vote:
You can vote if you were a stockholder of record on February 23, 2018. To obtain an admission ticket to attend the meeting, follow the advance registration instructions on page 79 of the Proxy Statement.
Security:
Valid, government-issued photo identification is required. All hand-carried items are subject to inspection and must be screened at the door. Cameras, cell phones, electronic devices, bags and briefcases will not be permitted in the meeting.
| How to Vote in | |||||||||
 | Via Internet: At the | ||||||||
 | By Telephone: Call the telephone number provided on the proxy card or voting instruction form you received. | ||||||||
 | |||||||||
 | By Mail: Mark, date and sign your proxy card or voting instruction form and return it in the accompanying postage prepaid envelope. | ||||||||
Important Notice Regarding the Availability of Proxy Materials for the The | ||||
March 15, 2024 Dear Stockholders: | |||||
 | Lockheed Martin delivered solid financial results in 2023. We returned to growth a year ahead of plan, we generated strong free cash flow and we finished the year with a record backlog, reflecting sustained, elevated demand for our innovative defense tech solutions. Our 122,000 employees pushed the boundaries of innovation to deliver to U.S. and allied partners air superiority, air and missile defense, precision strike, joint all-domain operations, space based situational awareness and more to help keep our customers Ahead of Ready. In 2024, we will continue to pioneer 21st Century Security, our vision to accelerate the adoption of advanced networking and digital technologies into the national defense enterprise by harnessing technologies like 5G, artificial intelligence and distributed cloud computing, through our continued innovation, strategic collaboration with defense and commercial partners, and our One Lockheed Martin Transformation (1LMX) initiative, which is modernizing our operations to increase agility and competitiveness. We are able to accomplish this because of the trust and confidence that you place in our Company through your continued investment. Your Board, which I am proud to chair, serves you through strong oversight of our business. Our independent directors, who have shared their perspective with you on the next page, hold our leadership team accountable with their active engagement and sound risk oversight practices. Two of those independent directors have reached our mandatory retirement age for directors and will not stand for reelection this year. I want to personally thank Jim Ellis, who has served you as a director for 20 years, and Dan Akerson, who has served for 10 years, including as Lead Director since 2019, for their service to our Company and efforts to advance 21st Century Security. Our leadership team and Board of Directors remains committed to delivering shareholder value and we are grateful for your continued support. I encourage you to read the attached Proxy Statement and vote your shares in support of your Board’s recommendations on each proposal. Sincerely,  James D. Taiclet Chairman, President and Chief Executive Officer | ||||
| “We will continue to pioneer 21st Century Security, our vision to accelerate the adoption of advanced networking and digital technologies into the national defense enterprise” | |||||
| iii | 2024 Proxy Statement |  | ||||||||||||
March 15, 2024 Dear Stockholders: | |||||||||||||||||||||||||||||||||||
As your independent directors, we are honored to share with you our Board’s approach to maintaining and evolving a strong governance framework to provide oversight of the Company and support its 21st Century Security vision in service of our customers’ deterrence and security needs. Each of us serves on this Board because of our Company’s mission and the unique role it plays in enhancing global security. Individually and as a group, we are deeply committed to providing effective governance of the Company and ensuring that it lives its Core Values to Do What’s Right, Respect Others and Perform with Excellence. And, in light of the retirement of our fellow directors Dan Akerson and Jim Ellis, we will ensure that our Board refreshment process identifies new director candidates whose skills and expertise align with the Company’s strategic imperatives and who share our commitment to the Company’s mission and Core Values. We believe these commitments will be apparent as you read about our governance and oversight practices in this Proxy Statement. At our Board meetings, we engage in rigorous, informed debate about current and emerging issues affecting our business, including in 2023 topics such as the ethical use of artificial intelligence in our business, ways to remain ahead of increasingly aggressive cyber adversaries, and the evolution of our responsible business programs and practices. We also regularly discuss investor, customer, employee and stakeholder feedback, executive succession planning, board refreshment, capital allocation, and the Company’s strategy and financial and operational performance. We do this against the backdrop of heightened geopolitical tensions where the need for effective deterrence arising from 21st Century Security solutions is imperative. Many of us are connected to the Company through service of country in the armed forces or as civilians, or because we have loved ones who serve and rely on what we do to come home safely. We know the importance of doing what we do proudly, ethically, safely and with respect for human rights. It is our privilege to represent you by serving on this Board and we thank you for your continued trust and investment in Lockheed Martin. Sincerely, Your Independent Directors | |||||||||||||||||||||||||||||||||||
 | |||||||||||||||||||||||||||||||||||
| Do What’s Right | |||||||||||||||||||||||||||||||||||
| Respect Others | |||||||||||||||||||||||||||||||||||
| Perform with Excellence | |||||||||||||||||||||||||||||||||||
 |  |  |  |  |  | ||||||||||||||||||||||||||||||
| Daniel F. Akerson | David B. Burritt | Bruce A. Carlson | John M. Donovan | Joseph F. Dunford, Jr. | James O. Ellis, Jr. | ||||||||||||||||||||||||||||||
 |  |  |  |  |  | ||||||||||||||||||||||||||||||
| Thomas J. Falk | Ilene S. Gordon | Vicki A. Hollub | Jeh C. Johnson | Debra L. Reed-Klages | Patricia E. Yarrington | ||||||||||||||||||||||||||||||
| 2024 Proxy Statement | | ii | ||||||||||||
| Frequently Requested Information | |||||||||||
Director Nominee Biographies | |||||||||||
| 2024 Proxy Statement | | iv | ||||||||||||
i www.lockheedmartin.com/investor
advanced technology systems, products and services. We also provide a broad range of management, engineering, technical, scientific, logistics, system integration and cybersecurity services. We serve both U.S. and international customers with products and services that have defense, civil and commercial applications, with our principal customers being agencies of the U.S. Government.
| Lead | Innovate | Drive | Grow | |||||||||||||||||||||||||||||
our industry by joining with our customers to deliver superior 21stCentury Security deterrence by adopting digital technology and open standards, creating an “anti-fragile” industrial base and closely collaborating with global partners | to rapidly deliver capability through technology development, application of commercial technology, digital transformation of our business, and use of new business models | operational excellence throughout the Company and efficiency throughout the industry by focusing on program performance, supply chain transformation and improved business processes | organically and profitably by extending franchise programs, creating new segments, expanding internationally, capitalizing on disruptive opportunities, and making strategic investments | |||||||||||||||||||||||||||||
| KEY ENABLERS | ||||||||||||||||||||||||||||||||
 | INNOVATIVE TECHNOLOGY |  | DIGITAL TRANSFORMATION |  | STRATEGIC PARTNERSHIPS |  | FISCAL DISCIPLINE | |||||||||||||||||||||||||
 | TALENT & CULTURE | |||||||||||||||||||||||||||||||
 |  |  |  |  |  | ||||||||||||
Advanced Communications and 5G.MIL® Solutions | Artificial Intelligence and Machine learning | Autonomy and Crewed-Uncrewed Teaming | Cyber | Directed Energy | Hypersonic Solutions | ||||||||||||
| 1 | 2024 Proxy Statement | | ||||||||||||
| 2023 Financial Highlights | ||||||||||||||||||||||||||||||||||||||||||||
$67.6 billion Sales | $6.9 billion (27.55 / share) Net Earnings | $7.4 billion Segment Operating Profit* | $7.9 billion Cash From Operations | $6.2 billion Free Cash Flow* | ||||||||||||||||||||||||||||||||||||||||
$160.6 billion Backlog | $6.0 billion Share repurchases | $3.1 billion Dividends | $3.2 billion Indep. R&D and Cap Ex | |||||||||||||||||||||||||||||||||||||||||
| Return to Shareholders | ||||||||||||||||||||||||||||||||||||||||||||
Our Industry Leading Portfolio (2023 sales) | |||||||||||||||||||||||||||||||||||||||||||||||
 | $27.5 billion Aeronautics |  | $11.3 billion Missiles and Fire Control |  | $16.2 billion Rotary and Mission Systems |  | $12.6 billion Space | ||||||||||||||||||||||||||||||||||||||||
| Advancing air superiority: | Modernizing precision strike and missile defense: | Furthering future flight, maritime security, battle management and mission technology: | Pioneering space exploration and security: | ||||||||||||||||||||||||||||||||||||||||||||
•F-35 Lightning II •F-16 Fighting Falcon •C-130 Hercules •F-22 Raptor •Skunkworks® | •GMLRS •HIMARS •PAC-3, THAAD •PrSM •JASSM, LRASM •SNIPER and IRST21 | •Black Hawk •CH-53K •Aegis •C2BMC •C6ISR •Training and Logistics | •Next Gen OPIR GEO •Trident II •Orion •Next Generation Interceptor •GPS III •Small Satellite Solar Arrays | ||||||||||||||||||||||||||||||||||||||||||||
| OneLM Campaigns | |||||||||||||||||||||||||||||||||||||||||||||||
•Combined Joint All-Domain Command and Control and Joint All-Domain Operations •Hypersonic Strike and Defense •Crewed-Uncrewed Teaming •5G.MIL® and Advanced Communications | |||||||||||||||||||||||||||||||||||||||||||||||
| Our People | |||||||||||||||||||||||||||||||||||||||||||||||
 | 122,000 Employees Worldwide |  | 65,000 Engineers, Scientists and IT Professionals |  | 21% are Veterans | ||||||||||||||||||||||||||||||||||||||||||
| 2024 Proxy Statement | 2 | ||||||||||||
innovation and compliance
| 3 | 2024 Proxy Statement | | ||||||||||||
This proxy summary highlights information contained elsewhere in our Proxy Statement. The summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement carefully.
| PROPOSAL | BOARD RECOMMENDATION | PAGE | |||||||||||||||
| Management Proposals: | |||||||||||||||||
 | Election of   |  | FOR each Nominee | ||||||||||||||
 | Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) •Named Executive Officer (NEO) target compensation is set annually based on market data of peers with payouts dependent on actual performance outcomes •A significant majority of our NEOs’ pay is delivered through performance-based incentives •Pay-for-performance alignment is built into the design of our incentive programs, which are strongly tied to our total shareholder return and other key financial measures | | FOR | ||||||||||||||
 | Ratification of Ernst & Young LLP (EY) as •EY has deep institutional knowledge of | | FOR | ||||||||||||||
| Stockholder Proposals: | |||||||||||||||||
 | Requesting a Report on Alignment of Political Activities with Human Rights Policy •Our political activities support our business and align to our human rights commitments •We comprehensively disclose our political activities and spending •Our approach to human rights and public policy matters mitigates risk to the Company | | AGAINST | ||||||||||||||
 | •The proposal ignores the unique circumstances in our industry regarding Scope 3 emissions by prescriptively requiring Scope 3 emissions goals with a firm timeline for achievement •Our sustainability strategy continues to yield results and, | | AGAINST | ||||||||||||||
|  |
| |||
Proxy Summary
| | | |||
 | |||||
|  •Stockholders rejected similar proposals in 2016 and | | AGAINST | ||||||||||||||
 | Requesting Director Election Resignation Bylaw •We already require directors who fail to receive majority support in uncontested elections to tender their resignation •We are committed to sound corporate governance and are responsive to stockholders •The proposal is overly prescriptive limiting the Board’s discretion to act in the best interests of stockholders | | AGAINST | ||||||||||||||
| 2024 Proxy Statement | 4 | ||||||||||||
 |  |  |  |  |  | |||||||||||||||||||||||||||||||||
| James D. Taiclet | David B. Burritt | Bruce A. Carlson | John M. Donovan | Joseph F. Dunford Jr. | Thomas J. Falk | |||||||||||||||||||||||||||||||||
 |  |  |  |  | ||||||||||||||||||||||||||||||||||
| Ilene S. Gordon | Vicki A. Hollub | Jeh C. Johnson | Debra L. Reed-Klages | Patricia E. Yarrington | ||||||||||||||||||||||||||||||||||
| BOARD INDEPENDENCE | BOARD REFRESHMENT | BOARD DIVERSITY | ||||||||||||||||||
 |  |  |  | |||||||||||||||||
| 7 New Directors in the Past 6 Years | 27% Veterans | |||||||||||||||||||
| CORE COMPETENCIES | ||||||||||||||
 |  |  |  |  | ||||||||||
| CEO Leadership Experience | Government Experience | Financial Expertise | Environmental, Social and Governance Expertise | Cybersecurity Expertise | ||||||||||
7 Directors | 3 Directors | 8 Directors | 9 Directors | 4 Directors | ||||||||||
| STRATEGIC SKILLS | |||||||||||||||||
2 www.lockheedmartin.com/investor
Proxy Summary
 |  |  | ||
 |  |  |  |  | ||||
|
Your vote is important to us. At the 2017 annual meeting, members of the Nominating and Corporate Governance Committee(Governance Committee) received an average of 82 percent of the votes cast, which was lower than the Corporation’s other directors and our historical voting results. We attributed this to the restrictions in the Corporation’s Bylaws (Bylaws) on the ability of the Corporation’s stockholders to amend the Bylaws. Taking this into account and following a dialogue with many of our largest stockholders during 2017 and a deliberative review of the issue, the Board proactively changed the Bylaws in December 2017 to give the Corporation’s stockholders the right to amend the Bylaws. See “Stockholder Right to Amend Bylaws” on page 10. We believe that this complements our existing suite of stockholder rights and further strengthens our governance standards. The Bylaws, as amended, are available on the Corporation’s website atwww.lockheedmartin.com/corporate-governance.
| |
|
Proxy Summary
2017 Pay and Performance
A substantial portion of compensation paid to our named executive officers (NEOs) is performance-based. We use the 50th percentile of our comparator group to set target compensation but allow for payments to exceed or fall below the target level based upon actual performance. In light of our strong short- and long-term performance, our 2017 annual and 2015-2017 long-term incentive plans paid out above the targets. This outcome is consistent with our pay-for-performance philosophy to set pay and targets at market levels, but pay incentive compensation to reflect actual performance.
 |  | |||
 |  | |||
 | 21st Century Security / Defense Industry Transformation |  | AI, Autonomy, Advanced Comms, Hypersonics, Space | ||||||||||||||
4 Directors | 4 Directors | ||||||||||||||||
 | 5G.MIL®/ Digital & Networking Open Architecture |  | Business and Digital Transformation | ||||||||||||||
2 Directors | 7 Directors | ||||||||||||||||
| Drive | Grow | ||||||||||||||||
 | Operational Execution and Efficiency |  | International Business Expansion | ||||||||||||||
11 Directors | 10 Directors | ||||||||||||||||
 | Supply Chain Excellence |  | Business Model / Commercial Partnerships | ||||||||||||||
5 Directors | 7 Directors | ||||||||||||||||
 | M&A Expertise | ||||||||||||||||
9 Directors | |||||||||||||||||
| 5 | 2024 Proxy Statement | | ||||||||||||
| CEO TARGET OPPORTUNITY MIX | 2023 ANNUAL INCENTIVE RESULTS | |||||||||||||||||||||||||
 |  | |||||||||||||||||||||||||
| 2021 - 2023 LONG TERM INCENTIVE RESULTS | ||||||||||||||||||||||||||
 | ||||||||||||||||||||||||||
| * Please refer to Appendix A for definitions of non-GAAP measures. | ||||||||||||||||||||||||||
 | Best practices in our programs |  | Practices we do not engage in or allow | |||||||||||
•Pay aligns with performance •Supplemental discretionary clawback policy on variable pay | •No individual change in control agreements •No hedging or pledging of Company stock | |||||||||||||
| 6 | |||||||||||||
| Corporate Governance | |||||||||||||||||
| 7 | 2024 Proxy Statement | | ||||||||||||
4 www.lockheedmartin.com/investor
Lockheed Martin believes good
The Board has adopted CorporateOur Charter, Bylaws, Governance Guidelines (Governance Guidelines) that describeand Committee Charters establish the primary framework within which the Boardfor our governance practices and its committees oversee the governance of the Corporation. The current Governance Guidelines are available on the Corporation’sCompany’s website at
The Governance Committee regularly assesses our governance practices, considering emerging external trends, and practices and implementsstockholder feedback, to implement governance best governance practices that it believes enhance the operation and effectiveness of the Board.
| RELATING TO THE BOARD | RELATING TO STOCKHOLDER RIGHTS | |||||||||||||
 | Entirely independent Board other than the | | One class of | |||||||||||
| Strong and engaged independent Lead Director | | One share, one vote | |||||||||||
| Entirely independent committees | | Annual election of directors | |||||||||||
| Annual review of Board leadership structure | | Majority voting for directors in uncontested election | |||||||||||
| Annual Board and Committee evaluations | | Mandatory tender of resignation if majority vote not received in uncontested election | |||||||||||
| Demonstrated commitment to Board refreshment | | Proactive, year-round stockholder engagement | |||||||||||
| independent directors | | No supermajority voting requirements | |||||||||||
| ||||||||||||||
| Meaningful director stock ownership guidelines | | Market-standard proxy access | ||||||||||||
| Policy against “overboarding” | | Right to | |||||||||||
| Retirement policy | | Right to amend Bylaws | |||||||||||
| Regular review of Committee Charters and Governance Guidelines | | No poison pill | |||||||||||
| Access to officers and employees | |||||||||||||
| 2024 Proxy Statement | 8 | ||||||||||||
| Board Leadership Structure | ||||||||||||||||||||
The Governance Committee assesses the The Board believes its leadership structure should reflect the needs of the Company and its unique operating environment, and be flexible to evolve with changing circumstances. Each year, and more frequently as conditions warrant, the Governance Committee reviews the Board leadership structure, taking into account investor feedback and industry benchmarking data, and determines whether to recommend changes to the Board’s leadership structure to the full Board. At times our CEO has served as our Chairman (as is currently the case), and at other times we have separated the roles of Chairman and CEO (for instance, to facilitate CEO leadership transitions). Our combined Chairman, President and CEO role effectively supports our business needs The independent directors elected Mr. Taiclet, our President and CEO since June 2020, as Chairman in March 2021 and he remains in that role. At present, the Board believes that the unified Chairman and CEO roles, combined with the robust authority given to the experienced independent Lead Director, effectively represents the interests of stockholders and enables the Board to discharge appropriate levels of independence, oversight and responsibility to serve the Company. The Board exercises strong, independent oversight through frequent executive sessions, wholly independent Board committees and a tenured independent Lead Director with clearly delineated and comprehensive duties. The Board believes that presenting a single face to our customers through the combined Chairman and CEO role is valuable and that unified Board and management leadership best positions the Company to successfully implement its strategy, particularly in the current dynamic and challenging geopolitical and economic environment. Further, the combined Chairman and CEO role facilitates real-time, transparent communication with the Board on critical business matters. The Board believes that Mr. Taiclet, who is a former independent Board member and a veteran with deep knowledge of complex industries and our primary customer, is well qualified for the role of Chairman and that the Board operates effectively and efficiently under his leadership. The Governance Committee will continue to review the leadership structure on an ongoing basis, at least annually, to ensure that it continues to meet the needs of the Company and supports the generation of stockholder value over the long term. | ||||||||||||||||||||
| ||||||||||||||||||||
Chairman, President and CEO James D. Taiclet | ||||||||||||||||||||
 Independent Lead Director; Governance Committee Chair Daniel F. Akerson* Elected annually by the independent directors | ||||||||||||||||||||
  | ||||||||||||||||||||
Other Committee Chairs Thomas J. Falk (Audit) Joseph F. Dunford, Jr. (CBS) John M. Donovan (Compensation) All committees are fully independent | ||||||||||||||||||||
| Stockholders and other interested parties may communicate with the independent Lead Director at Lead.Director@lmco.com | ||||||||||||||||||||
| * Mr. Akerson will serve through the Annual Meeting after which the independent directors will elect his successor. | ||||||||||||||||||||
| 9 | 2024 Proxy Statement | | ||||||||||||
The
In addition:
| |
| |
|
independent Lead Director
Corporate Governance
In accordance with our Bylaws and Governance Guidelines, the independent members of the Board annually elect one of the independent directors to serve as the Lead Director by the affirmative vote of a majority of the directors who have been determined to be “independent” for purposes of the New York Stock Exchange (NYSE) listing standards. The Board has structured the role of theBoard’s current independent Lead Director, with sufficient authorityDan Akerson, has been elected annually to serve as a counter-balance to management. The responsibilities specified in our Bylaws for theindependent Lead Director since 2019. The Board believes that his significant experience with global operations and organizations undergoing strategic transition makes him well-qualified to provide independent oversight of the opportunities and risks currently facing the Company.
| 10 | |||||||||||||
Thomas J. Falk, Chair David B. Burritt James O. Ellis, Jr.* Ilene S. Gordon Patricia E. Yarrington All Audit Committee members are independent within the meaning of the | 2023 Focus Areas | Meetings in 2023: 5 | |||||||||||||||
•Business Segment and Program Performance •Enterprise Risk Management, including the use of AI in Auditing and Accounting •Audit Plan; Internal Audit Transformation •Critical Audit Matters Related to Revenue Recognition and Pension Estimates; Retirement Plan Funding | |||||||||||||||||
Roles and Responsibilities of the Committee The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the integrity of the financial statements and compliance with legal and regulatory requirements. The Audit Committee oversees the Company’s internal audit plan and reviews risks and opportunities to management’s long-term strategy as identified by the Company’s enterprise risk management processes. It is directly responsible for the appointment, compensation, retention, oversight and termination of the Company’s independent auditors, currently Ernst & Young LLP (EY). The Audit Committee also reviews the Company’s policies regarding derivatives and the financial status, investment performance and funding of the Company’s retirement benefit plans. The Audit Committee meets privately with management, internal audit and EY. The functions of the Audit Committee are further described in the “Audit Committee Report” on page 78. | |||||||||||||||||
Joseph F. Dunford, Jr., Chair Bruce A. Carlson John M. Donovan James O. Ellis, Jr.* Jeh C. Johnson All CBS Committee members are independent within the meaning of the NYSE listing standards and our Governance Guidelines and hold appropriate security clearances. | 2023 Focus Areas | Meetings in 2023: 3 | |||||||||||||||
•Oversight of Classified Program Risk and Strategic Alignment •Oversight of Classified Supply Chain Risk •Security of Personnel, Facilities and Data | |||||||||||||||||
Roles and Responsibilities of the Committee The CBS Committee assists the Board in fulfilling its oversight responsibilities relating to the Company’s classified business activities and the security of personnel, facilities and data (including classified cybersecurity and AI 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 Company and all of whom are free from any relationship that, in the opinion of the Board, | |||||||||||||||||
| 11 | 2024 Proxy Statement | | ||||||||||||
John M. Donovan, Chair Thomas J. Falk Ilene S. Gordon Vicki A. Hollub Debra L. Reed-Klages Patricia E. Yarrington All Compensation Committee members are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines. | 2023 Focus Areas | Meetings in 2023: 3 | |||||||||||||||
•Strategic and Operational Performance •Compensation of •Pay for Performance; Compensation Risk Oversight | |||||||||||||||||
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 executive officers, evaluates the performance of the CEO in view of those goals 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 administers the Company’s Policy on the Recovery of Incentive-Based Compensation from 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 and Chief Human Resources Officer, subject to certain limits. | |||||||||||||||||
 Daniel F. Akerson, Chair* David B. Burritt Bruce A. Carlson Joseph F. Dunford, Jr. Vicki A. Hollub Jeh C. Johnson Debra L. Reed-Klages All Governance Committee members are independent within the our Governance Guidelines. | 2023 Focus Areas | Meetings in 2023: 4 | |||||||||||||||
•Board Recruitment and Refreshment; Board Diversity and Skills Alignment •2025 Sustainability Management Plan Goals and Progress, Including Climate Goals •Oversight of Product Safety, Employee Safety and Health Efforts, Political Spending and Human Rights Risk | |||||||||||||||||
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 | |||||||||||||||||
The committee chairs also review and discuss the agendas for the meetings in advance of distribution of the agendas and related Board or committee material.
Nolan D. Archibald has served as Lead Director since 2015. Stockholders and other interested parties may communicate with the Lead Director by email atLead.Director@lmco.com.
The Board believes that it must be independent and must provide strong and effective oversight. The Board also believes that the independent Board members should have the flexibility to respond to changing circumstances and choose the model that best fits the current situation. As a result, the roles of Chairman and CEO have been split from time to time to facilitate leadership transitions, while at other times the roles have been combined. The Board believes that, at the present time, the Corporation is best served by allocating governance responsibilities between a combined Chairman and CEO and an independent Lead Director with robustresponsibilities. This structure allows the Corporation to present a single face to our customers through the combined Chairman and CEO position while at the same time providing an active role and voice for the independent directors through the Lead Director.
The independent directors will continue to review the leadership structure on an ongoing basis to effectively oversee risk management and ensure that it continues to meet the needs of the Corporation and support the generation of stockholder value over the long-term.
Board composition is one of the most critical areas of focus for the Board. Having the right mix of people who bring diverse perspectives, business and professional experiences and skills, provides a foundation for robust dialogue, informed advice and collaboration in the boardroom. We consider current Board skills, composition, tenure and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process. The Board strives to ensure an environment that encourages diverse critical thinking and values innovative, strategic discussions to achieve a higher level of success for the Corporation.
The Governance Committee screensits committees.
6 www.lockheedmartin.com/investor
Corporate Governance
with the desired skills and background needed for the Corporation’s business, including informal networks, third party search firms and other channels. Since the 2017 annual meeting, the Board has elected Jeh C. Johnson and James D. Taiclet, Jr. to the Board (see director biographies beginning on page 20). Mr. Johnson and Mr. Taiclet were identified by the Chairman and the Governance Committee based on informal networking and were interviewedby the Governance Committee and other Board members. The Governance Committee was focused on identifying directors with public company experience, government (including high-level security clearance) and global expertise and diverse perspectives given the anticipated retirement of Mr. Loy at the Annual Meeting and resignations of Rosalind Brewer and Anne Stevens in October 2017 and November 2017, respectively.
|
The Governance Committee assists the Board in fulfilling its oversight efforts in corporate responsibility, corporate culture, human rights, environmental stewardship (including climate change), government affairs and political spending, ethical business practices, community outreach, philanthropy, diversity, inclusion and equal opportunity, sustainability, and health and safety programs. The Governance Committee monitors compliance and recommends changes to our Code of Conduct. The Governance Committee also has oversight over the Company’s policies and processes for the safety of the Company’s products and services. | ||||||||||
| 2024 Proxy Statement | 12 | ||||||||||||
Director independence is key to our Company’s strong governance Under the NYSE listing standards and our Governance Guidelines, All of our directors are independent except for our Chairman The Board has determined that all of our directors are independent under applicable NYSE listing standards except Mr. Taiclet, our President and CEO. The Governance Committee also concluded that all members of each of the Audit, Compensation and Governance Committees are independent within the meaning of the NYSE listing standards, including the additional independence requirements applicable to members of the Audit Committee and Compensation Committee. In determining that each non-management director is independent, the Board considered the relationships described under “Related person transactions” on page 14, each of which
| |||||||||||
|
| ||||||||||
| DIRECTOR NOMINEE INDEPENDENCE | |||||||||||
| 91% | |||||||||||
| Independent | |||||||||||
David B. Burritt Bruce A. Carlson John M. Donovan Joseph F. Dunford, Jr. Thomas J. Falk Ilene S. Gordon Vicki A. Hollub Jeh C. Johnson Debra L. Reed-Klages Patricia E. Yarrington Not Independent James D. Taiclet | |||||||||||
| 13 | 2024 Proxy Statement | | ||||||||||||
| 2024 Proxy Statement |
| ||||||||||||
 | ||||||||||||||||||||
Open-ended questions •Board meeting content, conduct, format and schedule •Board culture •Board leadership structure •Board composition and diversity •Board accessibility to management •Potential skills gaps for identifying board candidates •Committee effectiveness •Peer assessment to elicit feedback on individual director performance | The | The Governance Committee and each of the other committees and the full Apart from the annual discussion, an executive session is scheduled at each meeting and any feedback from the independent directors is communicated to the Chairman by the independent Lead Director. | Feedback incorporated in 2023: •Prioritization of Board discussion time on substantive, non-routine matters with focus on challenges and opportunities •Continuation of mix of virtual and in person meetings in the Board schedule •Addition of meeting topics on industry-specific accounting and finance and supply chain •Provide increased business unit strategic information | |||||||||||||||||
| 15 | 2024 Proxy Statement | | ||||||||||||
Topic Highlights •Climate / environmental stewardship •Board diversity and •Workforce diversity and inclusion •Human rights and AI risks •Executive compensation •Lobbying and political spending •Stockholder proposals Key Participants •Executive Leadership •Senior Management •Subject Matter Experts (sustainability, executive compensation, diversity and inclusion) •Independent Directors (as needed) Methods of Engagement •Telephone/video conferences •Written correspondence & surveys •Annual meeting of stockholders •Investor meetings and conferences •Periodic investor days •Quarterly earnings calls | ||||||||||||||
•Solicit feedback on governance best practices and trends, executive compensation, human capital management, environmental, social and governance matters and other topics of interest to stockholders •Discuss stockholder proposals with proponents and actions taken in response to votes •Respond to investor inquiries and requests for information or engagement |
•Publish annual report and proxy statement •Issue sustainability performance reports and publish sustainability website updates and EEO-1 data •Specific engagements with •Receive and publish voting results for management and stockholder proposals | |||||||||||||
 | ||||||||||||||
•Board responds, as appropriate, with continued discussions with stockholders •Board uses stockholder feedback to enhance our | •Discuss and evaluate voting results from annual meeting of stockholders •Stockholder input informs our Board’s consideration of governance and other | |||||||||||||
Stockholder Outreach. In seeking stockholder perspectives, our senior management | Engagement Highlights 114 Engagements 61% of Institutional Shares Outstanding 45% Outstanding Shares | ||||
| 2024 Proxy Statement | 16 | ||||||||||||
| |
|
Corporate Governance
Investor Priorities.The Board recognizes the importance of environmental, social and governance topics to our stockholders and continues to seek stockholder input on a range of issues and practices to enhance long-term stockholder value. The investor priorities discussed during 2023 include:
Directors must notify the CEO, Lead Director and Senior Vice President, General Counsel and Corporate Secretary before accepting an invitation to serve on the board of any other public company. The Governance Committee reviews and determines whether the position would affect the director’s ability to serve on the Corporation’s Board.
The Corporation’sCompany’s Charter and Bylaws provide for simple majority voting. Pursuant to thevoting and our Governance Guidelines require that, in any uncontested election of directors, any incumbent director who receives more votes “AGAINST” than votes “FOR” is required to offer his or her resignation for Board consideration.
Upon receipt of a resignation of a director tendered as a result of a failed stockholder vote, the Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action is recommended. In considering the tendered resignation, the Board will consider the Governance Committee’s recommendation as well as any other factors it deems relevant, which may include:
If a director’s resignation is accepted by the Board, or if a nominee for director who is not an incumbent director is not elected, the Board may fill the resulting vacancy or may decrease the size of the Board pursuant to the Corporation’s Bylaws. The Board may not fill any vacancy so created with a director who was nominated but not elected at the annual meeting by the vote required under the Corporation’s Bylaws.
8 www.lockheedmartin.com/investor
Corporate Governance
Management has established semi-annual talent reviews that coincide with our business operating reviews, as well as quarterly reviews within each of our business segments. During these reviews, the executive leadership team discusses succession plans for key positions, and identifies top talent for development in future leadership roles. In addition to long-term succession planning, we
The Board also is actively engaged in talent 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. Morebroadly, the Board is regularly updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs and is updated on the Corporation’s human capital strategy. Board members also are active partners, engaging and spending time with our high potential leaders throughout the year at Board meetings and other events.
The Corporation has a corporate policy imposing a mandatory retirement age of 65 for all executive officers other than the CEO. The CEO’s tenure is at the discretion of the Board and in exercising that discretion, the Board is free to consider all relevant factors and not limited to age as a single determining factor.
Our risk management philosophy is to balance risk and reward within management and the Board’s risk tolerance. This is accomplished through risk management practices, core values and our Code of Conduct, each of which reinforces a risk transparent culture. The Board and its committees receive risk updates throughout the year. Executive management provides updates on risks managed at the Enterprise level. Business segment management provides updates on risks to individual business segment objectives.
The Board considers strategic, operational, financial, reputational and compliance risks. Each year management develops an “Enterprise heat map” that is intended to identify the Corporation’s most significant Enterprise level risks. The list of risks is communicated to senior leaders throughout the Corporation and mitigation plans are assigned to subject matter experts. The Audit Committee is briefed on the risk identification process, the risks identified and on changes in the risk profile from year to year. Oversight of risk drivers and mitigation is assigned to the full Board unless delegated to one of the committees.
Some risks are pertinent to Board and committee oversight or multiple committees. For example, cybersecurity is reviewed by the Board as well as by the Classified Business and Security Committee (CBS Committee). Similarly, risk assessment is included in the Board’s review of the Corporation’s overall strategy with risks associated with specific activities such as acquisitions reviewed by the committee with oversight responsibility for the activity.
Management employs three levels of controls in providing risk assurance to the Board. Line management implements day-to-day procedures and controls. Functional and corporate managementestablishes policies, procedures and controls framework and conducts reviews and oversight. Internal Audit, together with external auditors, offers an additional independent level of risk-based assurance. In 2017, we aligned our Internal Audit, Enterprise Risk Management, Ethics and Corporate Sustainability organizations into a single business function thus fully coordinating the Corporation’s Enterprise risk monitoring, assessment and mitigation practices. The Board and its committees receive reports on the mitigation plans for Enterprise risks identified as most significant by management.
| |
|
Corporate Governance
Accountability to our stockholders is an important component of the Corporation’s success. We recognize the value of building informed relationships with our investors that promote further transparency and accountability. More than 94 percent of the votes cast at our 2017 annual meeting approved our Say-on-Pay proposal. While proxy voting is one direct way to influence corporate behavior, proactive engagement with our investors can be effective and impactful. Investor views are communicated to the Board and are instrumental in the development of our governance, compensation and sustainability policies and informs our business strategy.
During 2017, we had 27 engagements by telephone conference and/ or written correspondence with our largest institutional investors and other significant stockholders. We engaged with investors about an array of governance topics, including stockholders’ right to amend the Corporation’s Bylaws and Board composition. Many investors considered the right to amend our Bylaws to be a fundamental right. In response, we made that right available through an amendment to
Investor Engagement Cycle
Following a dialogue with many of our largest investors and a deliberative review of the issue during the past year, the Board proactively changed the Bylaws in December 2017 to give the Corporation’sCompany’s stockholders the right to amend the Bylaws. TheauthorityBylaws by the vote of a majority of the votes entitled to be cast. The authority of the stockholders and the Board to amend the Bylaws is subject to the provisions of the Corporation’s charterCompany’s Charter and applicable statutes. (OurOur Bylaws can be found on the Corporation’sCompany’s website at
97.
10 www.lockheedmartin.com/investor
Corporate Governance
The CorporationCompany does not have a Stockholder Rights Plan,stockholder rights plan, otherwise known as a “Poison Pill.“poison pill.” Through our Governance Guidelines, the Board has communicated that it has no intentionofintention of adopting one at this time. The Board has indicated that,time and, if it were to adoptconsider adoption of a Stockholder Rights Plan,full or limited stockholder rights plan, the Board would seek stockholder ratification within 12 months of the date of adoption.
| 17 | 2024 Proxy Statement | | ||||||||||||
ABOUT LOCKHEED MARTIN | |||||||||||||||||||||||
Board of Directors While the Board is ultimately responsible for risk oversight, the committees possess primary responsibility for certain risk management oversight, as shown below. The full Board retains primary oversight over areas such as capital structure/allocation, cybersecurity, AI and strategy that are not primarily overseen by a committee. The Board receives regular reports from committees and management covering risks. | |||||||||||||||||||||||||||||||||||
Audit Committee Oversight of financial, legal and compliance risks; the enterprise risk management process, including risk identification, risk assessment and risk management; evaluation of management’s risk mitigation performance; and pension liability risks | Management Development and Compensation Committee Oversight of executive succession planning and incentive compensation risks | Classified Business and Security Committee Oversight of classified programs and security of personnel, facilities and data-related risks including classified cybersecurity, security of suppliers and the global supply chain within the classified business | Nominating and Corporate Governance Committee Oversight of risk related to corporate governance, ethical conduct, sustainability, environmental stewardship (including climate change), corporate culture, health and safety programs and community and public relations | ||||||||||||||||||||||||||||||||
Management Management is responsible for enterprise risk management and the day-to-day handling and mitigation of risks. Corporate executives provide the Board and its committees with reports on enterprise-wide risk, and business segment management provides reports covering segment business and strategic risks. The Chief Operating Officer (COO), Chief Financial Officer (CFO), who is also the Chief Risk Officer, and Senior Vice President, General Counsel and Corporate Secretary report to the Board at every meeting. Each of the Company’s four business segment presidents reports to the Board annually, which include a discussion of risks. The Executive Leadership Team participates in an annual discussion with the Board as part of the strategy review. | |||||||||||||||||||||||||||||||||||
| 2024 Proxy Statement | 18 | ||||||||||||
Spotlight on the Risk and Compliance Committee and the Integrated Risk Council Management formally reviews enterprise risk management through a Risk and Compliance Committee (RCC) and an Integrated Risk Council (IRC), as well as periodically during Executive Leadership Team meetings. The RCC meets quarterly to (i) oversee the Company’s enterprise risk management program and report to the IRC; (ii) support the Company’s strategic planning process by identifying and managing key risks and opportunities; (iii) provide a forum for business segment and corporate functional representatives to communicate, coordinate and collaborate on their respective risk management activities; (iv) review enterprise sustainability issues and (v) provide a forum for approval of the Company’s mandatory business conduct and compliance training. The next level of review in the process is the smaller IRC, which provides a more strategic perspective. The IRC primarily oversees the RCC and reviews enterprise risk management activities to conduct strategic, operational and compliance risk management; its members inform other senior executives and the Board of those efforts. | ||
| 19 | 2024 Proxy Statement | | ||||||||||||
Our director independence guidelines set forth certain relationships betweenGovernance Committee. Any political or other public policy activity is non-partisan,
| 2024 Proxy Statement | 20 | ||||||||||||
The Board has determined that the following directors are independent: Daniel F. Akerson, Nolan D. Archibald, David B. Burritt, Bruce A. Carlson, James O. Ellis, Jr., Thomas J. Falk, Ilene S. Gordon, Jeh C. Johnson, James M. Loy, Joseph W. RalstonCompany and James D. Taiclet, Jr. The Board determined that Rosalind G. Brewer and Anne Stevens, who resigned in October 2017 and November 2017, respectively, were independent while each served on the Board. Marillyn A. Hewson is an employee of the Corporationits stockholders and is not independent underbased on personal agendas of individual directors, officers or employees. We comply with all applicable laws and regulations in connection with our political and public policy activities. Our political activities are audited on a regular basis, in accordance with our established audit schedule; and our inside and outside counsel provides regular guidance regarding compliance with applicable laws and regulation of political activities.
Company’s long-term success. The Governance Committee reviews and Board considered thatmonitors the Corporation in the ordinary course of business purchases productsCompany’s policies and services from, or sells productsprocedures regarding corporate responsibility and services to, companies or subsidiaries or parents of companies athuman rights. The Governance Committee receives regular reports on 2025 Sustainability Management Plan progress, which someincludes human rights-related goals, and reviewed our Human Rights Policy and 2022 Human Rights Report. The 2022 Human Rights Report is available on our website and provides a comprehensive overview of our directors (or their immediate family members) are or have been directors or officershuman rights related governance policies, principles and due diligence processes that guide our approach, and details our progress on associated programs and goals. Later this Spring, we will be providing additional progress updates through our annual sustainability reporting, including our 2023 Sustainability Performance Report and updates to other institutions with which someour sustainability website.
The Governance Committee also concluded that all members of each of the Audit Committee, the Compensation Committee and the Governance Committee are independent within the meaning of our Governance Guidelines and NYSE listing standards, including the additional independence requirements applicable to members of the Audit Committee, Compensation Committee and Governance Committee.
The Board has approved a written policy and procedures for the review, approval and ratification of transactions among the Corporation and its directors, executive officers and their related interests. A copy of the policy is available on the Corporation’s website atwww.lockheedmartin.com/corporate-governance. Underthe policy, all related person transactions (as defined in the policy) are to be reviewed by the Governance Committee. The Governance Committee may approve or ratify related person transactions at its discretion if deemed fair and reasonable to the Corporation. This may include situations where the Corporation provides products or services
| |
|
Corporate Governance
to related persons on an arm’s length basis on terms comparable to those provided to unrelated third parties. Any director who participates in or is the subject of an existing or potential related person transaction may not participate in the decision-making process of the Governance Committee with respect to that transaction.
Under the policy, and consistent with applicable SEC regulations and NYSE listing standards, a related person transaction is any transaction in which the Corporation was, is or will be a participant, where the amount involved exceeds $120,000, and in which a related person had, has, or will have a direct or indirect material interest. A related person includes any director or director-nominee, any executive officer of the Corporation, any person who is known to be the beneficial owner of more than five percent of any class of the Corporation’s voting securities, or an immediate family member of any person described above.
Our policy requires each director and executive officer to complete an annual questionnaire to identify his or her related interests and persons, and to notify the Corporation of changes in that information. Based on that information, the Corporation maintains a master list of related persons for purposes of tracking and reporting related person transactions.
Because it may not be possible or practical to pre-approve all related person transactions, the policy contemplates that the Governance Committee may ratify transactions after they commence or pre-approve categories of transactions or relationships. If the Governance Committee declines to approve or ratify a transaction, the related person transaction is referred to management to make a recommendation to the Governance Committee concerning whether the transaction should be terminated or amended in a manner that is acceptable to the Governance Committee.
The following transactions or relationships are considered to be “related person” transactions under our corporate policy and applicable SEC regulations and NYSE listing standards.
Two of our directors, Mr. Loy and Mr. Ralston, are employed as Senior Counselor and Vice Chairman, respectively, of The Cohen Group, a consulting business that performs services for the Corporation. In 2017, we paid The Cohen Group $469,872 for consulting services and related expenses. Neither Mr. Loy nor Mr. Ralston’s compensation earned at The Cohen Group is impacted by the consulting services delivered to the Corporation. The Board annually assesses and reviews the Corporation’s relationship with The Cohen Group and has determined that the breadth of military experience coupled with Messrs. Loy and Ralston’s high-level security clearances bring a unique value to the Board, particularly with respect to the oversight of our classified programs. Neither Mr. Loy nor Mr. Ralston serves on our Audit, Compensation or Governance Committees. Mr. Loy will retire from the Corporation’s Board at the Annual Meeting.
We currently employ approximately 100,000 employees and have an active recruitment program for soliciting job applications from qualified candidates. We seek to hire the most qualified candidates and consequently do not preclude the employment of family members of current directors or executive officers. William J. Drennen, III, the brother-in-law of our chief accounting officer, is employed by the Corporation as a senior staff systems engineer. Mr. Drennen’s 2017 base salary was $145,600 and hedid not receive any bonus or other incentive plan awards. His base salary was increased to $151,424 for 2018 and he may be eligible to earn an incentive award applicable to employees of his level. Mr. Drennen may participate in other employee benefit plans and arrangements that generally are made available to other employees at the same level (including health, welfare, vacation, and retirement plans). His compensation was established in accordance with the Corporation’s employment and compensation practices applicable to employees with equivalent qualifications, experience, and responsibilities. Mr. Drennen did not serve as an executive officer of the Corporation during 2017.
From time to time, the Corporation has purchased services in the ordinary course of business from financial institutions that beneficially own five percent or more of our common stock. In 2017, the Corporation paid approximately $13,077,632 to State Street Corporation and its affiliates (including State Street Bank and Trust Company) (collectively, State Street) for investment management, custodial, benefit plan administration fees and credit facility fees; approximately $719,013 to BlackRock, Inc. and its affiliates for investment management fees; approximately $3,762,968 to Capital Guardian, an affiliate of Capital World Investors, for investment management fees; and approximately $338,542 to The Vanguard Group, Inc., for investment management fees. A portion of the fees included in the amounts paid to State Street, BlackRock, Inc. and Capital Guardian are estimated based on a percentage of net asset value under management.
12 www.lockheedmartin.com/investor
In 2017, the Ethics and Sustainability Committee of the Board oversaw efforts in corporate responsibility, human rights, environmental stewardship, political contributions, employee safety and health, ethical business practices, community outreach, philanthropy, diversity and inclusion and equal opportunity, as well as the Corporation’s record of compliance with related laws and regulations.
 |  |  |  |  | ||||
|
|
|
|
|
We strive to continually enhance our high standards and controls for ethical business conduct, compliance and transparency. Our values – Core Values—
Spotlight on Our Human Rights Policy Our Human Rights Policy includes the following principles: •Treat employees with respect, promote fair employment practices, provide fair and competitive wages and prohibit harassment, bullying, discrimination, use of child or forced labor and trafficking in persons for any purpose. •Uphold the laws applying to our business, wherever we operate. •Seek to minimize the negative consequences of our business activities and decisions on our stakeholders, including by minimizing harm to the environment and conserving natural resources, promoting workplace safety, ensuring accuracy and transparency in our communications and delivering high-quality products and services. •Contribute to economic and social well-being by investing our resources in innovative products and services, supporting charitable, philanthropic and social causes, participating appropriately in political affairs and public debate to advance and advocate our values (including engaging our customers to balance appropriately the sale and use of our technology against national and international interests) and promoting efforts to stop corrupt practices that interfere with markets, inhibit economic development and limit sustainable futures. | ||
| 21 | 2024 Proxy Statement | | ||||||||||||
In 2017, Lockheed Martin:
| 22 | |||||||||||||
 | MAXIMIZE TALENT |  | ADVANCE TECHNOLOGY |  | OPTIMIZE CULTURE | ||||||||||||||||||
•Acquire and Retain Top Diverse Talent at All Levels •Elevate Technical Talent to Accelerate 21st Century Security Vision •Increase Executive Successor Pipeline •Deliver Agile Employee and Leader Development •Develop and Deploy Competitive Total Rewards Solutions | •Modernize Human Capital Systems to •Transform Secured Collaboration Tools and Facilities •Increase Data Analytic Capability and Transparency •Transform and Enhance the Hiring and New Employee Experience | •Strengthen Inclusion, Engagement, Diversity and Belonging •Evolve our •Accelerate LMForward (an initiative for long-term work and facility solutions for the •Cultivate Union and •Leverage Multi-Media Communications to Deepen Employee Mission Connection | |||||||||||||||||||||
| 23 | 2024 Proxy Statement | | ||||||||||||
Women(a) | People of Color(a) | Veterans(a) | People with Disabilities(a) | |||||||||||
| Overall | 23 | % | 32 | % | 21 | % | 12 | % | ||||||
Executives(b) | 25 | % | 17 | % | 21 | % | 13 | % | ||||||
 | RECRUITING TOP TALENT |  | FOSTERING AN INCLUSIVE WORKPLACE |  | SUPPORTING STEM EDUCATION | ||||||||||||||||||
•Continued improvement of workforce diversity as compared to industry benchmarks •Selected #1 among Top Supporters of Historically Black College & University Engineering Institutions for 9th consecutive year | •Recognized as a Best Place to •Selected as a Top 50 Employer in Woman Engineer Magazine •Ranked Top 10 on Forbes’ Best Employers for Veterans List | •Contributed nearly $16 million to nonprofit programs focused on STEM career readiness and access, including groups historically underrepresented in STEM disciplines •$1.8 million supported Minority-Serving Institutions to enhance student recruitment/retention, summer bridge programs and other computational science, cyber and engineering efforts | |||||||||||||||||||||
| |
|
This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and procedures related to the NEOs. Although the results of the Say-on-Pay vote do not bind the considered. Mr. Taiclet did not participate in the Board’s or the Compensation Committee’s deliberations on his compensation. 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. How We Determine Market Rate Compensation Market rate, as well as New Business/Growth, Strategy, Environmental, Social and Governance Provides Attracts and motivates Creates strong alignment with stockholder Promotes retention of key talent non-GAAP measures, including potential adjustments made for compensation purposes. Under the terms of our annual incentive plan, the CEO’s The strategic and operational Summary of Annual Incentive Payout Calculations Summary of 2017 Enterprise Performance & Overall Payout Factor grant. Each NEO’s PSU target number of shares is determined metrics as follows: 50% Relative TSR, 25% ROIC and 25% Free Cash Flow. The selected LTI performance metrics Because the Relative TSR index is not perfectly aligned with the businesses in which Lockheed Martin operates and because any number of macro-economic factors that could affect market performance are beyond the control of the LTIP same approach they used for 2023 target compensation. There were no changes to our overall annual or long-term incentive plan design for Our Use of Independent Compensation Consultants Anti-Hedging and Under our policies, Lockheed Martin directors, officers and employees may not purchase or sell derivative securities based on Lockheed Martin common stock or other Lockheed Martin securities. This policy also prohibits hedging or monetization transactions such as forward-sale contracts, equity swaps, collars and exchange funds, that are designed to hedge or offset any decrease in the market value of equity securities, lock in then-current market gains without the sale of the underlying security, or transactions in which the director or employee may divest aspects of the risks and rewards of ownership. This policy applies to shares of Lockheed Martin common stock that are either (i) granted to directors, officers or employees by Lockheed Martin as part of their compensation or (ii) otherwise held, directly or indirectly, by directors, officers or employees. requirements, irrespective of whether they have been in their current role for five years. 60. participate in were completely frozen effective January 1, 2020. Mr. Taiclet and Mr. Malave do not participate in any Company pension or supplemental pension plan. For 2023, personal use of the corporate aircraft for Mr. Taiclet amounted to $1,072,901, of which $394,406 related to flights exclusively personal in nature. The remainder is the incremental cost of flights that were associated with a Lockheed Martin business purpose, including the incremental cost of (i) travel to the Company’s headquarters for business purposes from an out-of-state residence of $183,035, (ii) re-positioning (“deadhead”) flights associated with such travel given the home base of the corporate aircraft and flight crew of $202,771, and (iii) flights, including deadheads, related to Lockheed Martin business originating or ending in a location other than the Company’s headquarters of $292,689. provided or the executive to travel to the non-resident state. We do not provide tax assistance on personal use of the corporate aircraft. The benefit payable in a lump sum under the plan is two weeks of basic severance plus a supplemental payment of one times the NEO’s base salary NEOs participating in the plan also receive a lump sum payment to cover the cost of medical, dental and vision benefits for one year in addition to outplacement and relocation services. To receive the supplemental severance benefit, the NEO must execute a release of claims and an agreement containing post-employment, non-compete and non-solicitation covenants The type of event and the nature of the benefit determine which of these approaches will apply. The purpose of these provisions is to protect previously earned or granted benefits by making them available following the specified event. We view the vesting (or continued vesting) to be an important retention feature for senior-level employees. Because benefits paid at termination consist of previously granted or earned benefits, we do not consider termination benefits as a separate item in compensation decisions. Our LTI awards do not provide for tax assistance. reported. The Our Board has directed our CEO to use corporate aircraft for security reasons while on business and personal travel. For 2023, personal use of the corporate aircraft for Mr. Taiclet included $394,406 related to flights that were exclusively personal in nature. The remainder is the incremental cost of flights that were associated with a Lockheed Martin business purpose, including the incremental cost of (i) travel to the Company’s headquarters for business purposes from an out-of-state residence of $183,035, (ii) re-positioning (“deadhead”) flights associated with such travel given the home base of the corporate aircraft and flight crew of $202,771, and (iii) flights, including deadheads, related to Lockheed Martin business originating or ending in a location other than the Company’s headquarters of $292,689. The incremental cost for personal security is calculated based on billings for services and equipment from third parties and for overtime and related expenses where the services are provided by the the Company’s broad-based employee term life insurance has not been included. Estimated Future Payouts Estimated Future Payouts 2025. Outstanding Equity Awards at Option Awards Stock Awards Name Number of Option Option Number Market Value Equity Incentive Equity Incentive Option Awards Stock Awards Name Number of Shares Value Realized Number of Shares Value Realized year. Payments actual number of years of service for the NEOs listed in the table as increases in service ceased to be taken into account effective January 1, 2020. Executive Potential Payments Upon Termination or Change in Control The following table quantifies the payments under our executive compensation programs in RSU, LTIP and PSU awards and the (2)Long-Term Incentive Performance Awards: The table shows an amount payable in the event of a change in control trigger event for the 2023 RSUs that pay out a prorated amount upon vesting in the event of a layoff, the value as of December 31, 2023 was (i) for the 2022 RSUs: Mr. Taiclet $3,399,989; Mr. Malave $1,813,232; Mr. St. John $1,359,805; Mr. Cahill $453,427 and Mr. Ulmer $906,855; and (ii) for the 2023 RSUs: Mr. Taiclet $1,324,965; Mr. Malave $414,197; Mr. St. John $517,979; Mr. Cahill $348,112 and Mr. Ulmer $348,112. 31, 20 The ratio of CEO pay to the pay of the Company’s median employee for fiscal year 2023 is 187 to one. 2022, and then sorting those employees from highest to lowest; and determining the median employee from that list. successfully perform the audit; instructions you receive. statements and other information regarding Lockheed Martin. If you are a registered stockholder and would like to receive electronic copies of the proxy materials in the future, you may visit If a broker casts a vote on Proposal Representatives Furthermore, Segment Operating Profit These mandatory adjustments are set forth in the PSU or LTIP award agreement or, in the case of the annual incentive plan, a Compensation Committee resolution, as applicable, and include unplanned pension contributions (net of tax), acquisitions and divestitures greater than $1 billion in value, tax reform, unplanned changes in tax laws or interpretations of law related to the amortization of R&D expenditures for tax purposes, unplanned tax payments or benefits of divestitures, and changes in GAAP accounting standards. There were no required adjustments to Free Cash Flow for 2023. The following table reconciles Cash from Operations to Free Cash Flow. Tablemission is to fosterefforts. We have a long-standing sustainability program built around fostering innovation, integrity and security to protectacross our platforms and services while strengthening communities, caring for the environment strengthen communities and propelgrowing responsibly. We do this by integrating sustainability throughout our business strategy, including in operations and product and service innovations. Our 2025 Sustainability Management Plan (SMP), described in this section, provides the framework for this integration, and our efforts are guided by our corporate sustainability policy.2024 Proxy Statement 24 growth.for ultimate oversight of our sustainability program, including regular reviews of performance against the SMP. The Governance Committee also approves the Company’s Code of Conduct and reviews our annual sustainability reporting and our topical reporting such as our Human Rights and Climate-Related Risks and Opportunities Report, which are available on our website. Our formal sustainability strategy guidesgovernance structure is depicted below and its elements are collectively responsible for guiding and implementing our SMP.
Monitors the Company’s adherence to our Code of Ethics and Business Conduct and oversees performance in corporate sustainability, employee safety and health, ethical business practices and diversity and inclusion. Oversees the sustainability program and enables business segments and functions to pursue and implement opportunities and practices that support the sustainability policy. Oversees enterprise risk management to inform Executive Leadership Team and the Board on risk management efforts and provides a forum to review and guide enterprise sustainability initiatives and provide input on SMP execution. Reviews SMP progress and opportunities for program enhancement and shares internal and external insights and best practices. systematic approachleader in global security and aerospace. The Board recognizes that companies have a role in meeting the challenge of mitigating and adapting to climate change risks. We seek to understand and manage environmental, social address climate risks while leveraging opportunities to foster a strong business model for the future. At our Board’s direction, in 2022 we set—and governance risks that represent stakeholder priorities and drivers of long-term business success.In 2017, Lockheed Martin:●
published
Renewable Energy Our Board believes transparency is a good corporate governance practice. We have been recognized globally for our sixthsustainability efforts and disclosures. We publish annual sustainability report (available at www.lockheedmartin.com/sustainability),reporting which discloses performance indicators on our environmental, social, and governance commitments and adheresis prepared in reference to the Global Reporting Initiative (GRI) G4 Core Guidelines;Standards and undergoes third-party assurance. We also maintain a dedicated sustainability website and disclosure hub, that serves as an online repository for our sustainability-related disclosures, guidelines, policies and webpage links, including select GRI and Sustainability Accounting Standards Board (SASB) indicators. We publish a Climate-Related Risks and Opportunities report, aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations, which is available on our website.
25 2024 Proxy Statement ●met 83 percent of our Sustainability Management Plan (SMP) targets for 2017 and initiated development of new goals to further continuous improvement in the priority issue areas of business integrity, product impact, employee wellbeing, resource efficiency and information security;●reviewed with our executive leadership team the performance across all SMP goals and targets to help strengthen business opportunities and Enterprise risk management mechanisms, drive energy and natural resource efficiency, and maximize our investments of financial, human and natural capital;●established a new corporate culture measurement for sustainability based on employee survey data; and●deepened the integration of key outputs of Enterprise Risk Management and Corporate Sustainability programs, including issue and risk identification and tracking of key performance indicators.Also2017, Lockheed Martin received notable recognition2020, defines our sustainability goals and drives our progress toward them. As depicted below, the SMP is centered around four strategic priorities, each of which has subsidiary core issues. The 2025 SMP includes goals and key performance indicators (KPIs) established for outstandingeach core issue that reflect stakeholder feedback, internal and external trends, and the continued evolution of our business to create value well into the future. These metrics help focus our efforts in the areas that provide value to our stakeholders and our business. We comprehensively report our progress annually in our Sustainability Performance Report.
including:●RobecoSAM Yearbook: Lockheed Martin is the only U.S. aerospace and defense company to receive Gold Class distinction from RobecoSAM for excellence in sustainability performance;●CR Magazine: Lockheed Martin placed 9thonCR Magazine'slist of the 100 Best Corporate Citizens for sustainability performance, our rankings improved in corporate governance, human rights, philanthropy and finance;●Environmental Leader Awards: Lockheed Martin’s Advanced Gasification Bioenergy System won Product of the Year; and●earned an “A” rating from MSCI for environmental, social and governance management and performance.Supplier and Community EngagementLockheed Martin partnered the community and nongovernmental organizations (NGOs) to strengthen our communities and foster responsible growth. In 2017, Lockheed Martin:Our efforts and accomplishments in these areas during the year-long measuring period ended September 30, 2023 included the following:●spent more than $310 million with more than 202Received an “Exceptional” rating from the Defense Contract Management Agency (DCMA) for small business performance on Department of Defense contracts 
businesses;businesses2024 Proxy Statement 26 27 2024 Proxy Statement ●spent more than $234 million with more than 125 HUB Zone businesses;●spent more than $549 million with more than 852 veteran-owned small businesses;●Proposal 1: Election of Directors spent more than $874 million with more than 1,225 woman-owned small businesses;●spent more than $705 million with 641 small, disadvantaged businesses;●contributed $25.9 million to 838 organizations, with a strategic focus on advancing STEM education and supporting military and veteran causes;●recorded employee donations totaling $11.7 million;●endorsed 431 Small Business Innovation Research and Small Business Technology Transfer program proposals and made 26 partnerships in the government fiscal year 2017; and●launched a Supplier Diversity Advocate Consortium, a one-year rotational program with the purpose of creating and leveraging small business advocates from across the Corporation adding focus onto influencing and increasing small business development and utilization.14 www.lockheedmartin.com/investorCOMMITTEES OF THE BOARD OF DIRECTORShas seven committees. The following table lists our Board committees,upon the chairsrecommendation of each committee, the directors who served on them following the 2017 annual meeting and the number of committee meetings held in 2017. Charters for each committee are available on the Corporation’s website atwww.lockheedmartin.com/corporate-governance.Mrs. Brewer and Ms. Stevens resigned in October 2017 and November 2017, respectively. Mr. Loy will retire at the Annual Meeting. Effective January 1, 2018, Mr. Johnson serves as a member of the CBS Committee and Ethics and Sustainability Committee and Mr. Taiclet serves as a member of the Governance Committee and Strategic Affairs Committee.Following the Annual Meeting, the Ethics and Sustainability Committee and the Nominating and Corporate Governance Committee, will be consolidated.2017 Membership on Board CommitteesDirector Age Audit Classified
Business and
SecurityEthics and
SustainabilityExecutive Management
Development
and
CompensationNominating
and Corporate
GovernanceStrategic
AffairsDaniel F. Akerson 69 
Nolan D. Archibald 74 
Rosalind G. Brewer 55 David B. Burritt 62 Bruce A. Carlson 68 James O. Ellis, Jr. 70 Thomas J. Falk 59 Ilene S. Gordon 64 Marillyn A. Hewson 64 James M. Loy 75 Joseph W. Ralston 74 Anne Stevens 69 Meetings held in 2017 7 3 3 0 4 4 3 = Chair= Member2018 Proxy Statement 15Committees ofhas nominated the Board of DirectorsAudit CommitteeThe Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities relating to the financial condition of the Corporation, the integrity of the Corporation’s financial statements and the Corporation’s compliance with legal and regulatory requirements. In addition, the Audit Committee has oversight of the Corporation’s internal audit organization, including Enterprise risk management processes. It is directly responsible for the appointment, compensation, retention, oversight and termination of the Corporation’s independent auditors. The Audit Committee also is responsible for reviewing 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 the Senior Vice President, Internal Audit, Ethics and Sustainability, and the Corporation’s independent auditors, Ernst & Young LLP. The functions of the Audit Committee are further described under the heading “Audit Committee Report” on page 26.All the members of the Audit Committee are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines.The Board has determined that Mr. Falk, Chairman of the Audit Committee, Mr. Akerson, Mr. Burritt and Ms. Gordon are qualified audit committee financial experts within the meaning of applicable SEC regulations. All members of the Audit Committee have accounting and related financial management expertise sufficient to be considered financially literate within the meaning of the NYSE listing standards.Classified Business and Security CommitteeThe 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 three or morefollowing 11 directors who meet the independence requirements of the NYSE listing standards and who possess the appropriate security clearance credentials, at least one of whommust be a member of the Audit Committee, and none of whom are officers or employees of the Corporation and 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. All members of the CBS Committee hold high-level security clearances.Ethics and Sustainability CommitteeThe purpose of the Ethics and Sustainability Committee is to assist the Board in fulfilling its oversight efforts in corporate responsibility, human rights, environmental stewardship, political contributions, ethical business practices, community outreach, philanthropy, diversity and inclusion and equal opportunity, sustainability, and employee safety and health. The Ethics andSustainability Committee monitors compliance and recommends changes to our Code of Conduct. The Ethics and Sustainability Committee meets privately with the Senior Vice President, Internal Audit, Ethics and Sustainability and the Senior Vice President, General Counsel and Corporate Secretary.Executive CommitteeThe Executive Committee serves primarily as a means for taking action requiring Board approval between regularly scheduled meetings of the Board. The Executive Committee is authorized to act for the full Board on all matters other than those specifically reserved by Maryland law to the full Board. The Chairman of the Board chairs the Executive Committee.16 www.lockheedmartin.com/investorCommittees of the Board of DirectorsManagement Development and Compensation CommitteeThe 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.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 31, “Compensation Discussion and Analysis (CD&A)” beginning on page 31 and “Other Compensation Matters” on page 45.All members of the Compensation Committee are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines.Nominating and Corporate Governance CommitteeThe Governance Committee is responsible for developing and implementing 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 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.All members of the Governance Committee are independent within the meaning of the NYSE listing standards, applicable SEC regulations and our Governance Guidelines.Strategic Affairs CommitteeThe Strategic Affairs Committee reviews management’s long-term strategy for the Corporation and reviews risks and opportunities to the strategy as identified by the Corporation’s Enterprise Risk Management processes. The Strategic Affairs Committee reviews and recommends to the Board certain significant strategic decisions regarding exit from and entry into lines of business, material acquisitions, joint ventures, investments or dispositions of businesses and assets and the financing of related transactions.Committee ConsolidationEffective immediately following the Annual Meeting, the Nominating and Corporate Governance Committee and the Ethics and Sustainability Committee will be consolidated into one committee under the name Nominating and Corporate Governance Committee. The committee restructuring is aimed at making meetings more efficient, eliminating redundancies and providing more time for discussion. In making this decision, the Board considered survey data which showed that Lockheed Martin had three committees in addition to the three committees required by the NYSE listing standards whereas most public companies had at most one committee in addition to the three required committees. The consolidation of the committees will not result in any less coverage of items within the jurisdiction of either of the two committees. The Board will continue to review ways to improve the governance of the Board and consideration is being given to further committee consolidation or reorganization.2018 Proxy Statement 17PROPOSAL 1: ELECTION OF DIRECTORSThere are 11 director-nominees for election to the Board atfor a one-year term. If elected, each director will hold office until the 2025 Annual Meeting. Each director-nominee currently servesMeeting and until their successor is elected and qualified. Please see the following pages for additional information on the director nominees.
Director
Since:2018CHAIRMAN
Lockheed Martin Corporation
Director
Since: 2008INDEPENDENT
Steel Corporation (U.S. Steel)
Director
Since: 2015INDEPENDENT 
Director
Since: 2021INDEPENDENT 
Director
Since: 2020INDEPENDENT 
Director
Since: 2010INDEPENDENT
Kimberly-Clark Corporation
Director
Since: 2016INDEPENDENT 
Director
Since: 2018INDEPENDENT
Occidental Petroleum Corporation
Director
Since: 2018INDEPENDENT 
Director
Since: 2019INDEPENDENT
Sempra Energy
Other Public Boards: Chevron Corporation; Caterpillar Inc.
INDEPENDENT 2024 Proxy Statement 28 BOARD INDEPENDENCE BOARD REFRESHMENT BOARD DIVERSITY 
Only our Chairman & CEO is not independent 7 New Directors in the Past 6 Years 27% Veterans CORE COMPETENCIES CEO Leadership Experience Senior Military /
Government ExperienceFinancial Expertise Environmental, Social and Governance Expertise Cybersecurity Expertise STRATEGIC SKILLS Lead Innovate 21st Century Security / Defense Industry Transformation AI, Autonomy, Advanced Comms, Hypersonics, Space 5G.MIL®/ Digital & Networking Open Architecture Business and Digital Transformation Drive Grow Operational Execution and Efficiency International Business Expansion Supply Chain Excellence Business Model / Commercial Partnerships M&A Expertise 29 2024 Proxy Statement CORE COMPETENCIES STRATEGIC SKILLS Lead 
Innovate 
Drive 
Grow 
2024 Proxy Statement 30 a director and was recommended for nomination by the Governance Committee. The Governance Committee has determined thatvaluable. Our directors possess familiarity with all the director-nominees, except for Ms. Hewson, Chairman, President and CEO, are independent under the listing standards of the NYSEskills and our Governance Guidelines.competencies set out below, and we have identified those areas where they demonstrate particular skills and competence. The chart also provides the personal attributes of the director nominees. Director nominees are listed by tenure in descending order from left to right.
Lead l l l l 5G.MIL / Digital & Networking Open Architecture l l Innovate AI, Autonomy, Advanced Comms, Hypersonics, Space l l l l Business and Digital Transformation l l l l l l l Drive Operational Execution and Efficiency l l l l l l l l l l l Supply Chain Excellence l l l l l Grow International Business Expansion l l l l l l l l l l Business Model /Commercial Partnerships l l l l l l l M&A Expertise l l l l l l l l l 
Senior Leadership Experience CEO Chair and CEO Four-Star General Chair and CEO CEO Cabinet Sec. Chair and CEO Chair and CEO Four-Star General CFO CEO Financial Expertise l l l l l l l l Environment, Social and Governance Expertise l l l l l l l l l Cybersecurity Expertise l l l l Senior Military / Government Experience l l l 
Race / Ethnicity White White White White White Black White White White White White Veteran of the U.S. Armed Forces l l l Gender M M M F F M M F M F M Age 68 65 74 70 64 66 63 67 68 67 63 Tenure (rounded years) 16 14 9 8 6 6 6 4 4 3 2 11+ years 6-10 years 1-5 years 31 2024 Proxy Statement 
Experience, Strategic Skills and Core Competencies Experience, Strategic Skills and Core Competencies Business Model / Commercial Partnerships Business and Digital Transformation AI, Autonomy, Advanced Comms, Hypersonics, Space Business and Digital Transformation 
CEO, COO and CFO Leadership Experience 
Environment, Social and Governance Expertise Environment, Social and Governance Expertise Operational Execution and Efficiency 
Financial Expertise International Business Expansion 
Senior Military / Government Experience Operational Execution and Efficiency Supply Chain Excellence M&A Expertise Notable Expertise Provided to the Board Notable Expertise Provided to the Board Selected Professional Experience Selected Professional Experience Other Public Company Boards Within Last 5 years Other Public Company Boards Within Last 5 years U.S. Steel (Executive Committee) (2017 - present) Benchmark Electronics Inc. (2017 - 2021) 2024 Proxy Statement 32 Experience, Strategic Skills and Core Competencies Experience, Strategic Skills and Core Competencies 21st Century Security / Defense Industry Transformation 5G.MIL / Digital & Networking Open Architecture 21st Century Security / Defense Industry Transformation AI, Autonomy, Advanced Comms, Hypersonics, Space AI, Autonomy, Advanced Comms, Hypersonics, Space Business and Digital Transformation 
Cybersecurity Expertise International Business Expansion Business Model / Commercial Partnerships Operational Execution and Efficiency 
Senior Military / Government Experience Cybersecurity Expertise Financial Expertise International Business Expansion M&A Expertise Operational Execution and Efficiency Notable Expertise Provided to the Board Notable Expertise Provided to the Board Selected Professional Experience Selected Professional Experience Other Public Company Boards Within Last 5 years Other Public Company Boards Within Last 5 years Palo Alto Networks, Inc. (Lead Director, ESG and Nominating, co-chair; Security Committee, Chair; Compensation and People) (2012 - present) Satellogic Inc. (2022 - present) 33 2024 Proxy Statement Experience, Strategic Skills and Core Competencies Experience, Strategic Skills and Core Competencies Business and Digital Transformation Business Model / Commercial Partnerships Business Model / Commercial Partnerships Chairman, CEO and COO Leadership Experience Environment, Social and Governance Expertise Environment, Social and Governance Expertise Financial Expertise Financial Expertise International Business Expansion International Business Expansion M&A Expertise M&A Expertise Operational Execution and Efficiency Operational Execution and Efficiency Supply Chain Excellence Notable Expertise Provided to the Board Notable Expertise Provided to the Board Selected Professional Experience Selected Professional Experience Other Public Company Boards Within Last 5 years Other Public Company Boards Within Last 5 years Kimberly-Clark Corporation (2003 - 2019) 2024 Proxy Statement 34 
Experience, Strategic Skills and Core Competencies Experience, Strategic Skills and Core Competencies Business Model / Commercial Partnerships 21st Century Security / Defense Industry Transformation Cybersecurity Expertise Environment, Social and Governance Expertise Financial Expertise Environment, Social and Governance Expertise International Business Expansion International Business Expansion M&A Expertise M&A Expertise Operational Execution and Efficiency Operational Execution and Efficiency Supply Chain Excellence Senior Military / Government Experience Notable Expertise Provided to the Board Notable Expertise Provided to the Board Selected Professional Experience Selected Professional Experience Other Public Company Boards Within Last 5 years Other Public Company Boards Within Last 5 years Occidental (2015 - present) 35 2024 Proxy Statement 
Experience, Strategic Skills and Core Competencies Experience, Strategic Skills and Core Competencies Business and Digital Transformation Business Model / Commercial Partnerships 21st Century Security / Defense Industry Transformation 5G.MIL / Digital & Networking Open Architecture Chairman, CEO and COO Leadership Experience Environment, Social and Governance Expertise AI, Autonomy, Advanced Comms, Hypersonics, Space Business and Digital Transformation Financial Expertise International Business Expansion Business Model / Commercial Partnerships M&A Expertise Operational Execution and Efficiency Cybersecurity Expertise Environment, Social and Governance Expertise Supply Chain Excellence Financial Expertise International Business Expansion M&A Expertise Operational Execution and Efficiency Supply Chain Excellence Notable Expertise Provided to the Board Notable Expertise Provided to the Board Selected Professional Experience Selected Professional Experience Other Public Company Boards Within Last 5 years Other Public Company Boards Within Last 5 years American Tower Corporation (2004 - 2020) 2024 Proxy Statement 36 Experience, Strategic Skills and Core Competencies Business and Digital Transformation Environment, Social and Governance Expertise Financial Expertise International Business Expansion M&A Expertise Operational Execution and Efficiency Notable Expertise Provided to the Board Selected Professional Experience Other Public Company Boards Within Last 5 years None 37 2024 Proxy Statement ratifiedregularly considers potential director candidates using the slatefollowing process.1 2 3 4 5 2024 Proxy Statement 38 director-nomineesoptions and recommends that our stockholders vote forviewpoints are expressed in the election of all the individuals nominated by the Board.The Board has fixed the number of directors at 11. Mr. Loy will retire from the Board at the Annual Meeting. The Governance Committee and the Board will continue to review and assessadditional candidates for the Board. Any candidates identified after the Annual Meeting will be considered by the Board as candidates to serve until the 2019 annual meeting. All director-nominees are expected to attend the Annual Meeting.All director-nominees who are elected will serve a one-year term that will end at the 2019 annual meeting. If any of the director-nominees are unable or unwilling to stand for election at the Annual Meeting (an event which is not anticipated), the Board may reduce its size or designate a substitute. If a substitute is designated, proxy holders may vote for the substitute nominee or refrain from voting for any other director-nominee at their discretion. Directors’ ages are reported in this Proxy Statement as of the date of the Annual Meeting.Board AttendanceIn 2017, the Board met a total of nine times. All directors on the Board during 2017 attended more than 75 percent of the total Board and committee meetings to which they were assigned and attended the 2017 annual meeting, except Ms. Stevens, who resigned in November 2017. Mr. Johnson and Mr. Taiclet joined the Board in January 2018.Board Composition, Qualifications and DiversityWe have no agreements obligating the Corporation to nominate a particular candidate as a director, and none of our directors represents a special interest or a particular stockholder or group of stockholders.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.boardroom. 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. DiversityFurthermore, in 2022, the Board amended our Governance Guidelines to expressly state the Governance Committee’s commitment to actively seeking out highly qualified women and individuals from minority groups as well as candidates with diverse backgrounds, experiences and skills as part of each search the Company undertakes. The Governance Committee implements these guidelines in the identification and review of Board candidates and assesses the effectiveness of these guidelines by including questions regarding the diversity of the Board membership in the Board’s annual self-evaluation. The current composition of our Board and recent refreshment reflects those efforts and the importance of diversity to our Board.backgrounds ensuresexperience. The Board believes it is desirable to maintain a mix of longer-tenured, experienced directors that have developed increased knowledge and insight into the widest rangeCompany’s operations, and newer directors with fresh perspectives and new ideas. The Board’s Bylaws and Governance Guidelines provide that a director is not eligible to be renominated for election at the annual meeting following their 75th birthday unless an exemption is granted by action of optionsthe Board. In considering whether to grant such an exemption, the Board will consider the expertise, experience, background and viewpointsperspectives of the director and their ongoing contributions to the Board. We do not have term limits for directors as they may sometimes result in losing the contribution of experienced directors who have over time developed a deep understanding of the Company and its operations. Each director’s continued tenure will be re-considered annually as part of the annual Board self-evaluation and nomination process. The Board has undergone significant refreshment over the past several years.expressedexpected to resign upon any significant change in principal employment or responsibilities unless the boardroom.ConsistentGovernance Committee approves their continued service. The Governance Committee reviews and determines whether the change affects the director’s ability to continue on the Board, considering any potential conflicts of interest, independence or related person transactions, regulatory issues and time commitments.Governance Guidelines,CEO, the Board desires a diverse groupindependent Lead Director, other directors and members of candidates who possesssenior management. New Audit Committee members also have one-on-one sessions with the background, skills, expertise and time to make a significant contribution toCompany’s independent auditors. Members of our senior management regularly review with the Board the Corporationoperating plan of each of our business segments and the39 2024 Proxy Statement stockholders.regularly scheduled Board meetings and directors are encouraged to visit sites on an ad hoc basis and meet one-on-one with members of senior management and other employees. Directors are encouraged to attend outside director continuing education programs sponsored by educational and other institutions to assist them in staying abreast of developments in corporate governance and critical issues relating to the operation of public company boards.concerningregarding compensation for non-employee directors.compositionGovernance Committee reviews director compensation annually, it has been the practice of the Board and its committees, including size and qualifications for membership. The Governance Committee evaluates prospective nominees againstto recommend changes no more frequently than every two years and when making changes to set compensation above the standards and qualifications set forth inmedian with the Corporation’s Governance Guidelines, as well as other relevant factors it deems appropriate.In 2017, two of our directors (Rosalind G. Brewer and Anne Stevens) resigned from our Board to take on full-time executive leadership responsibilities at other publicly-traded companies. Weexpectation that compensation will continue our commitment to building a Board with diverse backgrounds and talents.Listed below are the skills and experience that we have considered important for our directors to have in light of our current business and structure. The directors’ biographies that follow note each director’s relevant experience, skills and qualificationsdecline relative to this list.●Interpersonal Skills and Diversity.Directors with different backgrounds and skills help build diversity on the Board and maximize group dynamics in terms of function, experience, thought, gender, race and age.●Public Company Board Experience.Directors who have served or serve on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relationship between a board and the CEO and other management personnel, the importance of particular agenda items and oversight of a changing mix of strategic, operational and compliance matters.18 www.lockheedmartin.com/investorProposaldirector compensation and best practices in director compensation design. Based upon that review and the market data, the Board did not make any changes to director compensation in 2023. The last changes to director compensation were approved by the Board in September 2022 and were effective January 1,●Global Expertise.Because we are a global organization with increasing revenue coming from sales outside the United States, directors with global expertise provide business and cultural perspectives regarding many significant aspects of our business.●Financial Expertise.Knowledge of accounting and financial reporting, financial markets, financing and funding operations and processes is important because it assists our directors in understanding, advising and overseeing the Corporation’s capital structure, financing and investment activities, financial reporting and internal control of such activities.●Government or Military Expertise.Directors who have served in government or in senior military positions provide experience and insight into working constructively with our core customers and governments around the world and addressing significant public policy issues, particularly inareas related to the Corporation’s business and operations. Directors with military, homeland security or intelligence experience and security clearance credentials bring unique skills to our CBS Committee.●Senior Leadership Experience.Directors who have served as CEOs and in other senior leadership positions bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on our Board, may be enhanced if their leadership experience was developed at businesses or organizations that operated on a global scale or involved technology or other rapidly evolving business models.
2023. Equity is granted once annually and the cash retainers are paid in quarterly installments.
Annual Compensation The Board unanimously recommends that you vote FOR each of the following Director-Nominees (Proposal 1).
2018 Proxy Statement 19Proposal 1Director-NomineesMarillyn A. HewsonChairman, President & CEO
Age64Director since2012Current Committees●ExecutiveBiographyChairman, President and Chief Executive Officer of Lockheed Martin since January 2014. Having served 35 years at Lockheed Martin in roles of increasing responsibility, Ms. Hewson held the positions of Chief Executive Officer and President from January 2013 to December 2013; President and Chief Operating Officer from November 2012 to December 2012; Executive Vice President – Electronic Systems from January 2010 to November 2012; President, Systems Integration – Owego from September 2008 to December 2009; and Executive Vice President – Global Sustainment for Aeronautics from February 2007 to August 2008. Ms. Hewson currently serves on the University of Alabama’s Culverhouse College of Commerce and Business Administration Board of Visitors; the Board of Governors of the USO; the Board of Governors of the Aerospace Industries Association; the Board of Directors of the Congressional Medal of Honor Foundation; the Board of Directors of Catalyst, Inc.; the International Advisory Board of the Atlantic Council and as a Vice Chair of the Business Roundtable. Ms. Hewson also serves on the Board of Trustees for King Abdullah University of Science and Technology in the Kingdom of Saudi Arabia and on the Board of Trustees for Khalifa University of Science and Technology in the United Arab Emirates.Skills and Qualifications●Broad insight and knowledge into the complexities of global business management, strategic planning, finance, supply chain and leveraged services based on more than two decades of experience in executive and operational roles with the Corporation and in our industry●Expertise in government relations, government contracting, manufacturing, marketing and human resources●Corporate governance and audit expertise derived from service on boards of other multinational corporations and nonprofit organizationsOther Public BoardsDowDuPont Inc.Nolan D. ArchibaldIndependent Lead Director
Age74Director since2002Current Committees●Executive●Management Developmentand Compensation●Nominating andCorporate Governance●Strategic AffairsBiographyExecutive Chairman of the Board of Stanley Black & Decker, Inc. from March 2010 until his retirement in April 2013. Previously, Mr. Archibald was Chairman of the Board and Chief Executive Officer of The Black & Decker Corporation from 1986 to March 2010; President of The Black & Decker Corporation from 1985 to 2010; and Chief Operating Officer of The Black & Decker Corporation from 1985 to 1986.Skills and Qualifications●Experience with the demands and challenges associated with managing a global marketplace with a focus on innovation from his prior executive positions with Stanley Black & Decker, Inc., a company that sold products in more than 100 countries●Experience in talent management, business management, strategic planning and international business operations●Corporate governance expertise from service as director of large public companiesOther Public BoardsBrunswick CorporationHuntsman Corporation20 www.lockheedmartin.com/investorProposal 1Daniel F. AkersonIndependent Director
Age69Director since2014Current Committees●Audit●Classified Businessand Security●Executive●Management Developmentand CompensationBiographyVice Chairman of The Carlyle Group from March 2014 to December 2015. Mr. Akerson was Chairman of the Board of Directors and Chief Executive Officer of General Motors Company from January 2011 until his retirement in January 2014. He was elected to the Board of Directors of General Motors Company in 2009 and was Chief Executive Officer from September 2010 to December 2010. Prior to joining General Motors Company, he was a Managing Director of The Carlyle Group, serving as the Head of Global Buyout from July 2009 to August 2010 and as Co-Head of U.S. Buyout from June 2003 to June 2009. Mr. Akerson currently serves as Chairman of the United States Naval Academy Foundation and Chairman of KrolLDiscovery, LLC, an information services company.Skills and Qualifications●Core leadership skills and experience with the demands and challenges of the global marketplace●Extensive operating, marketing and senior management experience in a succession of major companies in challenging, highly competitive industries●Financial, investment and mergers and acquisitions expertise●Skilled in enterprise risk management●The Board has determined that Mr. Akerson meets the SEC’s criteria of an “audit committee financial expert”Other Public BoardsNoneDavid B. BurrittIndependent Director
Age62Director since2008Current Committees●Audit●Management Developmentand Compensation●Strategic AffairsBiographyPresident and Chief Executive Officer of United States Steel Corporation since May 2017. Mr. Burritt also was named to the company’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. He was Vice President and Chief Financial Officer of Caterpillar Inc. from December 2004 to June 2010; Corporate Controller and Chief Accounting Officer of Caterpillar Inc. from 2002 to 2004; and held various positions of increasing responsibility at Caterpillar Inc. in finance, tax, accounting and international operations from 1978 to 2002. Mr. Burritt formerly served as a director of Aperam from December 2010 to May 2013 and Global Brass & Copper Holdings, Inc. from 2011 until June 2014.Skills and Qualifications●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 35 years’ experience with the demands and challenges of the global marketplace from his positions at United States Steel Corporation and Caterpillar Inc.●The Board has determined that Mr. Burritt meets the SEC’s criteria of an “audit committee financial expert”Other Public BoardsUnited States Steel CorporationBruce A. CarlsonIndependent Director
Age68Director since2015Current Committees●Classified Businessand Security●Ethics and Sustainability●Nominating andCorporate GovernanceBiographyRetired USAF General, Mr. Carlson has been chairman of the Utah State University Space Dynamics Laboratory’s Guidance Council since June 2013. Previously, Mr. Carlson served as the 17th Director of the National Reconnaissance Office from July 2009 until July 2012. He retired from the U.S. Air Force in January 2009 after more than 37 years of service. During his Air Force career, Mr. Carlson served as Commander, Air Force Materiel Command at Wright-Patterson AFB, Ohio from August 2005 to November 2008; Commander, Eighth Air Force at Barksdale AFB, Louisiana from May 2003 to August 2005; Director for Force Structure, Resources and Assessment (J-8) for the Joint Staff from January 2000 to May 2003; Director of Operational Requirements at U.S. Air Force Headquarters from August 1996 to January 2000; and Commander, 49th Fighter Wing (the Air Force’s first stealth fighter wing) at Holloman AFB, New Mexico from February 1995 to August 1996.Skills and Qualifications●Industry-specific expertise and knowledge of our core customer, including aircraft and satellite development and acquisition experience from his service in senior leadership positions with the military●Experience with the demands and challenges associated with managing large organizations from his service as a Commander and Joint Staff Director of the Joint Chiefs●Skilled in executive management, logistics and military procurementOther Public BoardsBenchmark Electronics Inc.2018 Proxy Statement 21Proposal 1James O. Ellis, Jr.Independent Director
Age70Director since2004Current Committees●Audit●Classified Business andSecurity●Executive●Strategic AffairsBiographyPresident and Chief Executive Officer of Institute of Nuclear Power Operations from May 2005 until his retirement in May 2012. Mr. Ellis retired from active duty in July 2004 after serving as Admiral and Commander, United States Strategic Command, Offutt Air Force Base, Nebraska from October 2002 to July 2004; Commander in Chief, United States Strategic Command from November 2001 to September 2002; Commander in Chief, United States Naval Forces, Europe and Commander in Chief, Allied Forces from October 1998 to September 2000; Deputy Chief of Naval Operations (Plans, Policy and Operations) from November 1996 to September 1998. He formerly served as a director of Inmarsat plc from June 2005 to March 2014. Mr. Ellis served on the board of directors of Level 3 Communications, Inc., from March 2005 to November 2017. In February 2013, Mr. Ellis was elected to the National Academy of Engineering. He also serves as an Annenberg Distinguished Fellow of the Hoover Institution at Stanford University.Skills and Qualifications●Industry-specific expertise and knowledge of our core customers from his service in senior leadership positions with the military●Expertise in aeronautical and aerospace engineering, information technology and emerging energy issues●Skilled in enterprise risk management●Over 40 years’ experience in managing and leading large and complex technology-focused organizations, in large part as a result of serving for 35 years as an active duty member of the United States NavyOther Public BoardsDominion Energy, Inc.Thomas J. FalkIndependent Director
Age59Director since2010Current Committees●Audit●Executive●Management Developmentand Compensation●Nominating andCorporate GovernanceBiographyChairman of the Board and Chief Executive Officer of Kimberly-Clark Corporation since 2003; Chief Executive Officer from 2002 and President and Chief Operating Officer from 1999 to 2002; held various senior management positions since joining Kimberly-Clark Corporation in 1983. Mr. Falk currently serves as a director of the nonprofit organizations, Catalyst, Inc., the University of Wisconsin Foundation and The Consumer Goods Forum, and serves as a governor of the Boys & Girls Clubs of America.Skills and Qualifications●Experience with the demands and challenges associated with managing global organizations from his experience as Chairman and Chief Executive Officer of Kimberly-Clark Corporation●Knowledge of financial system management, public company accounting, disclosure requirements and financial markets●Manufacturing, talent management, compensation, governance and public company board experience●The Board has determined that Mr. Falk meets the SEC’s criteria of an “audit committee financial expert”Other Public BoardsKimberly-Clark CorporationIlene S. GordonIndependent Director
Age64Director since2016Current Committees●Audit●Ethics and Sustainability●Nominating andCorporate GovernanceBiographyExecutive Chairman of the Board of Ingredion Incorporated since January 2018. Ms. Gordon was Chairman of the Board, President and Chief Executive Officer from May 2009 to December 2017. Previously, Ms. Gordon was President and Chief Executive Officer of Rio Tinto’s Alcan Packaging, a multinational business unit engaged in the production of flexible and specialty packaging, from 2007 to 2009 and held various senior management positions of increasing responsibility at its affiliate and predecessor companies from 1999 to 2007. Ms. Gordon also serves as vice chair of The Conference Board and a member of The MIT Corporation, the Massachusetts Institute of Technology’s board of trustees.Skills and Qualifications●Experience with the demands and challenges associated with managing global organizations from her experience as Chairman, President and Chief Executive Officer of Ingredion Incorporated●Knowledge of financial system management, public company accounting, disclosure requirements and financial markets●Marketing, talent management, compensation, governance and public company board experience●The Board has determined that Ms. Gordon meets the SEC’s criteria of an “audit committee financial expert”Other Public BoardsIngredion IncorporatedInternational Paper Company22 www.lockheedmartin.com/investorProposal 1Jeh C. JohnsonIndependent Director
Age60Director since2018Current Committees●Classified Business andSecurity●Ethics and SustainabilityBiographyPartner at the international law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP since January 2017. Previously, he served as U.S. Secretary of Homeland Security from December 2013 to January 2017; as General Counsel of the U.S. Department of Defense from 2009 to 2012; as General Counsel of the U.S. Department of the Air Force from 1998 to 2001; and as an Assistant U.S. Attorney in the Southern District of New York from 1989 to 1991. Prior to and between his periods of public service, he was in private practice at Paul, Weiss, Rifkind, Wharton & Garrison LLP.Skills and Qualifications●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 risksOther Public BoardsPG&E CorporationJoseph W. RalstonIndependent Director
Age74Director since2003Current Committees●Classified Business andSecurity●Ethics and Sustainability●Executive●Strategic AffairsBiographyVice Chairman of The Cohen Group since March 2003. Retired from active duty in March 2003. Commander, U.S. European Command and Supreme Allied Commander Europe, NATO, Mons, Belgium from May 2000 to January 2003; and Vice Chairman, Joint Chiefs of Staff, Washington, D.C. from March 1996 to April 2000. Mr. Ralston formerly served as a director of URS Corporation from 2003 to October 2014.Skills and Qualifications●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 during his service as a senior military officer, including Vice Chairman of the Joint Chiefs of Staff●Skilled in executive management, global logistics and military procurement due to his distinguished career managing 65,000 troops from 23 countries as Supreme Allied CommanderOther Public BoardsThe Timken CompanyJames D. Taiclet, Jr.Independent Director
Age57Director since2018Current Committees●Nominating andCorporate Governance●Strategic AffairsBiographyChairman, President and Chief Executive Officer of American Tower Corporation. He was appointed President and Chief Operating Officer in September 2001; named Chief Executive Officer in October 2003; and selected as Chairman of the Board in February 2004. Previously, Mr. Taiclet served as President of Honeywell Aerospace Services, a unit of Honeywell International from March 1999 to September 2001; as Vice President, Engine Services at Pratt & Whitney, a unit of United Technologies Corporation from March 1996 to March 1999; and as a consultant at McKinsey & Company, specializing in telecommunications and aerospace strategy and operations from July 1991 to February 1996. He began his career as a United States Air Force officer and pilot.Skills and Qualifications●Effective leadership and executive experience as Chairman, President and CEO of American Tower Corporation●Expertise in management at large-scale, multinational corporations, including regulatory compliance, corporate governance, capital markets and financing, strategic planning and investor relations●Knowledge of financial system management, public company accounting, disclosure requirements and financial markets●The Board has determined that Mr. Taiclet meets the SEC’s criteria of an “audit committee financial expert”Other Public BoardsAmerican Tower Corporation2018 Proxy Statement 23PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORSThe Audit Committee has appointed Ernst & Young LLP (Ernst & Young), an independent registered public accounting firm, as the independent auditors to perform an integrated audit of the Corporation’s consolidated financial statements and internal control over financial reporting for the year ending December 31, 2018. The services provided to the Corporation by Ernst & Young for the last two fiscal years are described under the caption “Fees Paid to Independent Auditors” on page 25.The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the Corporation’s independent auditors in accordance with the NYSE listing standards. The Audit Committee also is responsible for the audit fee negotiations associated with the retention of Ernst & Young. The Audit Committee and its chairman are involved in the selection of Ernst & Young’s lead engagement partner. The Audit Committee meets with Ernst & Young without management present at every meeting of the Audit Committee in which financial statements are reviewed.Ernst & Young has served as the Corporation’s independent auditors since 1994. The Audit Committee reviews the engagement of Ernst & Young annually following completion of Ernst & Young’s audit of the prior year’s financial statements. The Audit Committee also conducts a mid-year assessment of the quality of Ernst & Young’s work. As part of its annual and mid-year assessment of Ernst & Young, the Audit Committee has considered:●the materials on independence provided by Ernst & Young;●work quality;●management’s level of satisfaction with its services;●the adequacy of Ernst & Young’s staffing;●the breadth of knowledge, support and expertise of its national office and access to that expertise;●the length of time Ernst & Young has been engaged;●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;●Ernst & Young’s institutional knowledge and expertise with respect to the Corporation’s business and government contracting practices, quality and cost-effective services;●familiarity with the Corporation’s account;●level of expertise in accounting issues relating to government contracts; and●Ernst & Young’s performance in providing independent analysis of management positions.Stockholder approval of the appointment is not required. However, the Board believes that obtaining stockholder ratification of the appointment is a sound corporate governance practice. If the stockholders do not vote on an advisory basis in favor of Ernst & Young, the Audit Committee will reconsider whether to hire the firm and may retain Ernst & Young or hire another firm without resubmitting the matter for stockholders’ approval. The Audit Committee retains the discretion at any time to appoint a different independent auditor.Representatives of Ernst & Young are expected to be present at the Annual Meeting, will be available to respond to appropriate questions and will have the opportunity to make a statement if they desire.
The Board unanimously recommends that you vote FOR the ratification of the appointment of Ernst & Young as independent auditors for 2018 (Proposal 2).24 www.lockheedmartin.com/investorProposal 2Pre-Approval of Independent Auditors ServicesThe Audit Committee pre-approves all audit, audit-related, tax and other services performed by the independent auditors. The Audit Committee pre-approves specific categories of services up to pre-established fee thresholds. Unless the type of service had previously been pre-approved, the Audit Committee must approve that specific service before the independent auditors may perform such service. In addition, separate approval is required if the amount of fees for any pre-approved category of service exceeds the fee thresholds established by the Audit Committee. The Audit Committee also has delegated to the Committee Chairman or any member pre-approval authority with respect to permitted services up to $500,000, provided that the Committee Chairman or any member must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.Fees Paid to Independent AuditorsThe following table sets forth the fees billed by Ernst & Young, the Corporation’s independent auditors, for audit, audit-related services, tax services and all other services rendered for 2017 and 2016. All fees were pre-approved in accordance with the Audit Committee’s pre-approval policy. The Audit Committee considered and concluded that the provision of these services by Ernst & Young was compatible with the maintenance of the auditor’s independence. The decrease in audit-related fees from prior years is in connection with:●the purchase accounting and internal controls review related to the acquisition of Sikorsky Aircraft Corporation (Sikorsky); and●the divestiture of the Information Systems & Global Solutions business (IS&GS).2016
($)2017
($)Audit Fees (a) 26,200,000 27,265,000 Audit-Related Fees (b) 2,940,000 35,000 Tax Fees (c) 2,450,000 2,200,000 All Other Fees (d) 15,000 10,000 (a) Audit fees for 2017 and 2016 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, consultations on accounting matters and registration statements and other documents filed by the Corporation with the SEC. The audit fees for 2017 include fees related to the Corporation’s adoption of Accounting Standard Update (ASU) No. 2014-09,Revenue from Contracts with Customers, as amended, which the Corporation adopted on January 1, 2018. Audit fees for 2016 include fees related to the accounting for the acquisition of Sikorsky.(b) Audit-related fees for 2017 and 2016 are related to audits of the Corporation’s employee benefit plans and transaction due diligence services. Additionally, audit-related fees for 2016 include carve-out audits of IS&GS.(c) Tax fees for 2017 and 2016 are for domestic and international tax compliance and advisory services.(d) All other fees for 2017 and 2016 are primarily for subscriptions to Ernst & Young’s online research tools and training courses for professional qualifications.2018 Proxy Statement 25Proposal 2Audit Committee of the Board of Directorsannual equity retainer is responsible for overseeing the Corporation’s accounting, auditing and financial reporting process, financial risk assessment and management process and for monitoring compliance with certain regulatory and compliance matters, on behalf of the Board of Directors.The Corporation’s management is responsible for preparing the quarterly and annual consolidated financial statements, the financial reporting process, and maintaining and evaluating disclosure controls and procedures and a system of internal control over financial reporting.In addition to its oversight of the Corporation’s internal audit organization, the Audit Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the Corporation’s independent auditors, Ernst & Young, an independent registered public accounting firm. The independent auditors are responsible for performing an independent audit of the Corporation’s annual consolidated financial statements and internal controls over financial reporting and expressing an opinion on the conformity of those consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Corporation’s internal control over financial reporting.In connection with the preparation of the Corporation’s financial statements as of and for the year ended December 31, 2017, the Audit Committee reviewed and discussed with management and Ernst & Young the Corporation’s audited consolidated financial statements, including discussions regarding critical accounting policies, financial accounting and reporting principles and practices, the quality of such principles and practices, the reasonableness of significant judgments and estimates, and the effectiveness of internal control over financial reporting. The Audit Committee also discussed with Ernst & Young, with and without management, the quality of the financial statements, clarity of the related disclosures, effectiveness of internal control over financial reporting and other items requiredpaid in stock units under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301,Communications with Audit Committees. Additionally, the Audit Committee received and reviewed the written disclosures and letter from Ernst & Young regarding its independence from the Corporation required by PCAOB Ethics and Independence Rule 3526,Communications with Audit Committees Concerning Independence. The Audit Committee has also discussed with Ernst & Young any matters affecting its independence from the Corporation.Based on the Audit Committee’s reviews and discussions described in this report, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the year ended December 31, 2017 be included in Lockheed Martin Corporation’s Annual Report on Form 10-K for 2017 for filing with the SEC. The Audit Committee also reappointed Ernst & Young to serve as the Corporation’s independent auditors for 2018, and requested that this appointment be submitted to the Corporation’s stockholders for ratification at the Annual Meeting. The Board of Directors approved the Audit Committee’s recommendations.Thomas J. Falk,ChairmanDaniel F. AkersonDavid B. BurrittJames O. Ellis, Jr.Ilene S. Gordon26 www.lockheedmartin.com/investorPROPOSAL 3: MANAGEMENT PROPOSAL TO APPROVE THE LOCKHEED MARTIN CORPORATION AMENDED AND RESTATED DIRECTORS EQUITY PLANThe Corporation currently maintains the Lockheed Martin Corporation 2009 Directors Equity Plan (as amended to date, the Existing Plan), which was approved by stockholders on April 24, 2008, and was effective on January 1, 2009. Absent action by the stockholders, the Existing Plan will expire by its terms on December 31, 2018. The Corporation proposes to amend and restate the Existing Plan and extend the term until December 31, 2028.To that end, on February 22, 2018, the Board unanimously approved and adopted, subject to the approval of our stockholders at the Annual Meeting, the Lockheed Martin Corporation Amended and Restated Directors Equity Plan (the Restated(Directors Equity Plan). As was the case with the Existing Plan, the purpose of the Restated Plan is to align the economic interests of the Corporation’s non-employee directors with the interests of stockholders by including equity as a component of director pay and to attract, motivate and retain experienced and knowledgeable directors.At the Corporation’s 2008 annual meeting, stockholders authorized 600,000 shares for grant under the Existing Plan. As of the date of this Proxy Statement, there were 408,811 shares available for awards under the Existing Plan. As part of the amendment and restatement, the remaining shares will continue to be available for awards during the extended term of the Restated Plan.If approved by our stockholders at the Annual Meeting, the Restated Plan will be effective as of the date of such approval (April 26, 2018), and will permit the continued grant of equity awards to our non-employee directors. Until that time, equity awards will continue to be available to directors under the Existing Plan.The principal features of the Restated Plan are summarized below. This summary does not contain all the information that may be important to you. A copy of the complete text of the Restated Plan, marked to show changes from the Existing Plan, is includedExcept in Appendix A to this Proxy Statement. The following description is qualified in its entirety by reference to the full text of the Restated Plan. You are encouraged to read the Restated Plan in its entirety.Highlights of the Restated Plan●The material terms of the Restated Plan are generally the same as the Existing Plan, except that:–the term has been extended until December 31, 2028;–the dates on which payments will be made when a director terminates service have been clarified to use consistent valuation dates; and–a provision explicitly prohibiting repricing of options has been added.●The Board is not requesting an increase in the number of shares authorized for issuance. The aggregate number of shares authorized for issuance under the Existing Plan and the Restated Plan will remain at 600,000 shares (with 408,811 shares remaining available for awards as of the date of this Proxy Statement).●The Restated Plan allows the Board to set the portion of the annual retainer that is to be paid in equity. The percentage has been 50% of the director’s annual retainer since the Existing Plan was approved by the stockholders in 2008, and will remain at that level, unless subsequently changed by the Board.●The Restated Plan authorizes payment in the form of stock units or options, although only stock units have been used since June 2014. The Restated Plan would require a further resolution of the Board to once again provide for options as all or a portion of the equity component of director compensation.●The equity portion of the retainer generally vests over the course of the year following the grant.Consistent with the terms of an amendment to the Existing Plan approved by the Board in September 2017, from and after January 1, 2018, a director who has satisfied the Board’s Stock Ownership Guidelines may elect to have vestedcertain circumstances, stock units awarded after that date to be paid in a lump sum on the March 31 following the one-year anniversary of the grant rather than following termination of Board service. Our practice of not counting stock units paid in cash against the total number of shares of common stock available for awards has been incorporated into the Restated Plan.Summary of the Restated PlanEquity awards are an important component of director compensation. The Restated Plan continues the equity component of our directors’ compensation program that has been in place since 1999. Approval of the Restated Plan by the stockholders at the Annual Meeting would extend the equity compensation arrangements for directors until December 31, 2028.If approved, compensation awarded under the Restated Plan will constitute a portion of each eligible director’s annual retainer, with the remaining portion of the retainer payable in cash. The designated percentage of the retainer that is subject to equity awards currently is 50%. As was the case with the Existing Plan, under the Restated Plan, the percentage can be increased or decreased by the Board from time to time. In the case of a director who will be eligible for retirement at the annual meeting immediately following the grant of an equity award under the Restated Plan, the award will equal one-third of the amount the director otherwise would have been entitled to receive at that time.2018 Proxy Statement 27Proposal 3The Restated Plan will apply to directors who are not officers or employees of the Corporation or its subsidiaries. All of the directors proposed for election at the Annual Meeting, other than Ms. Hewson, will be eligible to participate in the Restated Plan if they are continuing to serve as directors at the time awards are made under the Restated Plan.Under the terms of the Restated Plan, unless otherwise restricted by resolution of the Board, each eligible director may elect to receive the equity portion of the annual retainer approved by the Governance Committee of the Board in one of the following ways: (1) 100% in the form of stock units; (2) 50% in stock units and 50% in options to purchase shares of our common stock; or (3) 100% in the form of options to purchase shares of our common stock.In June 2014, the Board adopted a resolution providing that the equity portion of the annual retainer would only be paid in the form of stock units, unless the Board resolution was further amended or revoked. The Board adopted this resolution to conform the equity retainer to what it believed at the time was, and believes today is, a best practice for director compensation. As a result, the alternative to receive all or a portion of the equity component of the retainer in stock options is not currently available to directors, but under the terms of the Restated Plan could be reinstated at a later date by resolution of the Board.For purposes of determining the number of stock units awarded to directors, the value of a stock unit will be equal to the closing price of our common stock on the date of grant as reported on the composite tape of the NYSE. The value of a stock option for these purposes will be the fair market value of our stock as determined using the option pricing methodology as applied by the Corporation for purposes of its financial statements on the date of the option grant.As was the case with the Existing Plan, the date of grant of awards under the Restated Plan will be the second business day after the later of the date that we issue a press release concerning our financial results for the previous year, or the date of our first Board meeting of the year. If either of these two events occur after February 15, however, then February 15 (or the next business day if February 15 is not a business day) will be the award date. If a director is not a member of the Board on this regular award date, however, then the award date for that director will be the first business day of the month following the month in which the director is elected to the Board. We chose this formulation for the date of grant to be consistent with our general equity award policy to defer grants until after we release earnings.Stock UnitsA stock unit is a bookkeeping entry that represents the value of a share of our common stock. For all stock units granted to directors on the regular award date, the stock units will vest 50%50 percent on June 30 following the award date and 50%50 percent on December 31 following the award date, assuming continued service as a director through such dates. For awards of stock units to new directors granted other than on the regular award date, 100% of the stock units for that award will vest on December 31 following the award date, assuming continued service as a director through suchgrant date. Stock units may vest earlierbecome fully vested upon a change in control or a director’s retirement, death or disability. In addition, ifVested stock units have been awardedare distributed upon a director’s termination of service, at the director’s election, in whole shares of stock or in cash, and in a lump sum or in up to 20 annual installments. Prior to distribution, a director prior to the date of our annual meeting of stockholders for a given year, and the director does not stand for reelection (other than by reason of retirement, death or disability) or does not receive a sufficient number of votes to be reelected, then one-third of such award will vest on the date of the annual meeting of stockholders.During the period when a director’s interest is represented by stock units, the director will havehas no voting, dividend or other rights with respect to the underlying shares of our stock units, but will receiveis credited with additional stock units representing dividend equivalents based on cash distributions on the underlying sharesas they are accrued (converted to stock units based on the closing market price of our common stock on the applicable dividend payment dates). The dividend equivalent units will vest whenrelatedBoard’s stock ownership guidelines may elect to have their annual award of stock units vest.On(together with any dividend equivalents thereon) paid in a lump sum in whole shares of stock or in cash on the first business day of April following the month following a director’s terminationfirst anniversary of service as athe grant date. Any director who has not elected early payments or has not satisfied the stock ownership guidelines will have vested stock units will be distributed, atpaid (along with any accumulated dividend equivalents) upon termination or retirement from the Board.2024 Proxy Statement 40 ofdeferred amounts track the director, in whole shares ofperformance of: (i) the investment options available under the Deferred Management Incentive Compensation Plan (DMICP), the deferred compensation plan for employees, or (ii) our common stock in an amount in cash based on the fair market value of our common stock as reported by the NYSE on the applicable valuation date, or in a combination of shares and cash. All unvested stock units will be forfeited. A director irrevocably may elect to receive his or her accrued stock units(with dividends reinvested). Deferred amounts are distributed in a lump sum or in equalup to 15 annual installments overcommencing at a period of up to 20 years aftertime designated by the director following termination of service. In the case of a director’s termination of service as a result of death or disability, the stock units will be paid in cash in a lump sum. In addition, if the number of stock units and related dividend equivalent units credited to a director’s account has a fair market value of equal to or less than $10,000datecompensation of termination, thenour directors for the stock units will be paid as a lump sum in cash. All elections related to a director’s stock units will apply to any dividend equivalent rights related to those stock units.Effectivefiscal year ended December 31, 2023. Mr. Taiclet did not receive separate compensation for any stock units awarded on or after January 1, 2018, (1) any director who has satisfied the Board’s Stock Ownership Guidelines (see page 65 of this Proxy Statement for more information) may elect to have the vested portion of the units (along with any accumulated dividend equivalents) be paid in a lump sum on the first business day of the month following the earlier of termination of service as a director and the March 31 following the first anniversary of the award date, and (2) any director who has not satisfiedCompany during 2023.Name (a) (b) (c) (g) (h) Daniel F. Akerson 250,000 170,000 184 420,184 David B. Burritt 170,000 170,000 — 340,000 Bruce A. Carlson 170,000 170,000 1,012 341,012 John M. Donovan 190,000 170,000 1,000 361,000 Joseph F. Dunford, Jr. 186,667 170,000 — 356,667 James O. Ellis, Jr. 178,333 170,000 2,750 351,083 Thomas J. Falk 205,000 170,000 10,994 385,994 Ilene S. Gordon 180,000 170,000 12,889 362,889 Vicki A. Hollub 170,000 170,000 — 340,000 Jeh C. Johnson 170,000 170,000 — 340,000 Debra L. Reed-Klages 170,000 170,000 — 340,000 Patricia E. Yarrington 170,000 170,000 1,569 341,569 Stock Ownership Guidelines will continue to beFees Earned or Paid in Cash column represent the aggregate dollar amount of 2023 fees earned or paid the vested portion of the units (along with any accumulated dividend equivalents) on the first business day of the month following termination of servicein cash for services as a director.28 www.lockheedmartin.com/investor
director, including annual retainer, committee chairman retainer and independent Lead Director retainer.Proposal 3Stock OptionsNo stock options have been granted under the Existing Plan since 2014. In June 2014, the Board adopted a resolution requiring non-employee directors to receive their equity awards under the Existing Plan only(2)The amounts reported in the formStock Awards column represent the aggregate grant date fair value computed in accordance with ASC 718 for awards of stock units unless the Board resolution was further amended or revoked. That resolution has not been amended or revoked and this provision relating to limitations adopted from time to time by the Board on the types of available awards has been incorporated into the Restated Plan.As previously was the case,in 2023 under the Restated Plan, options are rights to purchase a specified number of shares of our commonDirectors Equity Plan. For 2023, each independent director was credited with 353.7908 stock atunits with an exercise price equal to 100% of theaggregate grant date fair market value of the stock on the award date. The options are nonqualified stock options and have a term of 10 years from the date of grant.For all options granted to directors on the regular award date, the options will vest$170,000 vesting 50% on June 30, following the award date2023 and 50% on December 31, following2023. The grant date fair value of these awards was the award date, assuming continued service as a director through such dates. For awards of options to new directors granted other than on the regular award date, 100% of the options for that award will vest on December 31 following the award date, assuming continued service as a director through such date. Options may vest earlier upon a change in control or the director’s retirement, death or disability. In addition, if options have been awarded to a director prior to the dateclosing price of our annual meeting of stockholders for a given year, and the director does not stand for reelection (other than by reason of retirement, death or disability) or does not receive a sufficient number of votes to be reelected, then one-third of such option award will veststock ($480.51) on the date of the annual meetinggrant (February 15, 2023). All stock units were fully vested as of stockholders.A director will have no voting, dividend or other stockholder rights in respectDecember 31, 2023. See “Security Ownership of Management and Certain Beneficial Owners” for information on the directors’ ownership of shares of common stock covered by an option until the director becomes the holder of record of those shares. To exercise an option, the director must pay the exercise price of the option in cash at the time of exercise. Alternatively, the exercising director also may choose to tender shares of our common stock to the Corporation as full or partial payment for the shares underlying the options being exercised or take advantage of customary cashless exercise procedures to exercise his or her option.Other than with respect to an adjustment as a result of a stock split, recapitalization, reorganization or certain other extraordinary transactions specifiedCompany stock.Restated Plan, no stock option may be re-priced, replaced, re-granted through cancellation, or modified without stockholder approval ifAll Other Compensation column represent (i) matching contributions made to non-profit organizations under the effect would beCompany’s matching gift programs that are generally available to reduce the exercise priceall employees as follows: Mr. Donovan: $1,000; Mr. Falk $10,000 and Ms. Gordon $12,000 and (ii) tax-assistance provided for the shares underlying such stock option.Administration; Change in Control.The Restated Plan may be amendeda spouse accompanying a director for a business reason and for tickets for a business-related event. Perquisites and other personal benefits provided to directors did not exceed $10,000 for any individual director.41 2024 Proxy Statement 2024 Proxy Statement 42 Proposal 2: Advisory Vote to Approve the Compensation of our NEOs (Say-on-Pay) the Board, in its sole discretion, without stockholder approval, unless approvalSection 14A of a change is required to preserve the qualifying status of the Restated Plan under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, (Exchange Act) or to comply with the listing standards of the NYSE. The equity payable under the Restated Plan is intended to constitute a designated percentage (currently, 50%) of the annual retainer paid to a director each year and if the directors approve an increase in the total annual retainer, the value of the annual equity awards under the Restated Plan will increase. It is not anticipated that stockholder approval of an increase in the total annual retainer would be sought. Amendments made without stockholder approval could increase the annual costs of the Restated Plan, but would not affect the total number of shares of stock available under the Restated Plan. A director’s consent would be required to revoke or alter an outstanding award in a manner unfavorable to the director.The aggregate number of shares of common stock that may be issued under the Restated Plan remains at 600,000 shares; provided, that this number of shares is subject to adjustment in event of a stock split, recapitalization, reorganization, or certain other extraordinary transactions specified in the Restated Plan. Shares of common stock subject to a stock option terminating or expiring prior to its exercise, and stock units that are forfeited or paid in cash, will again be available for awards under the Restated Plan. Assuming stockholder approval and assuming the Restated Plan is not earlier terminated by the Board, the Restated Plan will continue in effect until December 31, 2028.Upon a “Change in Control” (as defined in Section 2.10 the Restated Plan), a director’s stock units and outstanding options become fully vested, and directors will have the right to exercise their options immediately. A Change in Control under the Restated Plan is defined generally to include a change in ownership involving 25% or more of the outstanding voting securities of the Corporation (or a combined entity), a liquidation or dissolution, a transfer of substantially all of our assets or certain changes in a majority of the members of our Board within two years following certain specified extraordinary transactions or a reorganization or contested election.2018 Proxy Statement 29Proposal 3Federal Tax ConsequencesIn general, under current federal income tax laws, stock units awarded under the Restated Plan will be included in a director’s taxable income and deductible to the Corporation based on the fair market value of the common stock at the time stock units are paid in cash or shares.A director will not recognize taxable income upon the grant of an option to purchase shares of common stock. Upon exercise of the option, a director will recognize ordinary income equal to the excess of the fair market value of the common stock on the date the option is exercised over the exercise price paid for the shares of common stock underlying the option. The tax basis of the option stock will equal the option price for the stock plus the amount of ordinary income that the director recognizes upon exercise of the option, and the holding period for tax purposes will commence on the day the option is exercised. A director who sells option stockwill recognize a capital gain or loss measured by the difference between the tax basis of the stock and the amount realized on the sale. Such gain or loss will be long-term if the stock is held for more than one year after exercise, and short-term if held for one year or less. The Corporation will be entitled to a deduction equal to the amount of ordinary compensation income recognized by the director. The deduction will be allowed at the same time that the director recognizes the income.Required Vote for Approval and Consequences of VoteThe affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve the Restated Plan. Because the Existing Plan expires December 31, 2018, if the stockholders do not approve the Restated Plan, which includes, among other things, an extension of the term of the Existing Plan, the Corporation will not be able to compensate the non-employee directors with equity issued under a stockholder-approved plan.The Board unanimously recommends a vote FOR approval of the Lockheed Martin Corporation Amended and Restated Directors Equity Plan, as set forth in Appendix A. (Proposal 3).PROPOSAL 4: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NEOS (SAY-ON-PAY)Wewe ask our stockholders to vote annually to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (NEOs) as described in detail in the Compensation Discussion and Analysis (CD&A) and the accompanying tables in the Executive Compensation section beginning on page 31.of this Proxy Statement. This vote is commonly known as Say-on-Pay.and,including, in particular, the CD&A beginning on page 44 and the Summary Compensation Table and other executive compensation information and tables beginning on page 60, for information on our executive compensation programs and other important items.20182024 Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying footnotes and narratives.Corporation,Company, the Board will, as it does each year, continue to review the results carefully and plans to continue to seek the views of our stockholders year-round.
throughout the year.The Board unanimously recommends that you vote FOR the advisory vote to approve the compensation of our named executive officers (Proposal 4).30 www.lockheedmartin.com/investorThe Management Development and Compensation Committee makes recommendations to the Board of Directors concerning the compensation of the Corporation’s NEOs. We have reviewed and discussed with management the Compensation Discussion and Analysis that will be included in the Corporation’s Schedule 14A Proxy Statement, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Based on that review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement. The Board approved our recommendation.Daniel F. Akerson,Chairman
Nolan D. ArchibaldDavid B. BurrittJohn M. Donovan, Chairman Thomas J. Falk Ilene S. Gordon Vicki A. Hollub Debra L. Reed-Klages Patricia E. Yarrington 43 2024 Proxy Statement This CD&A discusses the provides information about our 2023 compensation program and decisions for theour 2023 named executive officers (NEOs). Our executive compensation program, underpinned by our pay-for-performance philosophy, delivers compensation to our NEOs listed in the Summarythat is intrinsically and strongly linked to Company performance.Table on page 48. The NEOs are:NEO Title Years in Position
At End of 2017
(rounded) Years of Service
At End of 2017
(rounded)Marillyn A. Hewson Chairman of the Board, President and Chief Executive Officer 5 35 Bruce L. Tanner Executive Vice President and Chief Financial Officer 10 36 Dale P. Bennett Executive Vice President, Rotary and Mission Systems 5 36 Orlando P. Carvalho Executive Vice President, Aeronautics 5 38 Maryanne R. Lavan Senior Vice President, General Counsel and Corporate Secretary 8 28 To assist stockholders in finding important information, this CD&A is organized as follows:
Page
3-YEAR SAY-ON-PAY RESULTS 2023 NEO TARGET OPPORTUNITY MIX Executive Summary
32Best Practices in Our ProgramsPractices We Do Not Engage In or Allow SummaryCompensation Approachdividends or dividend equivalents on unvested equity awards342017 Named Executive Officers’ Compensation372018 Compensation Decisions44Other Compensation Matters452017 Say-on-Pay and Say-on-Pay Frequency Votes2017 annual meeting,2023 Annual Meeting, more than 94%93% of the votes cast by our stockholders approved our Say-on-Pay proposal. We meet with our key investors throughout the year to understand the executive compensation topics that matter most to them and to seek their views on our existing policies and practices (please see “Board Accountability to Stockholders” on page 15 for more details). Investors we engaged with during 2023 reacted positively to our pay governance and executive compensation programs and overall indicated that they appreciate our current compensation structure, including our pay mix and transparency as they relate to executive compensation.disclosed in our Proxy Statement. We consider the input of our stockholders, along with emerging best practices, to ensure alignment with our executive pay programs. Most investors with whom we engaged in 2017 reacted positively to our pay governance and executive compensation programs. We welcome feedback regarding our executive compensation programs and will continue to engage with our stockholders in 2018. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future Say-on-Pay votes that we conducted last year, we will continue to hold an annual Say-on-Pay vote.2024.20182024 Proxy Statement 31Executive CompensationExecutive SummaryOur 2017 PerformanceIn 2017, the Corporation achieved new records for sales, orders, and Cash from Operations. Lockheed Martin’s net sales in 2017 were $51 billion versus $47 billion in 2016, an increase of eight percent and a record-setting amount for the Corporation. We also set a record for Cash from Operations of $6.5 billion in 2017, up from $5.2 billion in 2016. In addition, we ended 2017 with record orders of $54 billion, driving a strong backlog of approximately $100 billion.During 2017, we delivered 66 F-35s for the year, meeting our target for the year. This was an increase of more than 40 percent over 2016. To date, we have delivered over 265 F-35s to U.S. and international customers, and the F-35 fleet has flown a total of 120,000 hours. We also delivered F-35 Full Mission Simulators to the Israeli, Italian, Japanese, and Norwegian Air Forces – the first-ever deliveries to international F-35 operators.The fourth Space Based Infrared System (SBIRS) satellite was delivered successfully to Cape Canaveral Air Force Station in Florida last October in advance of its recent successful launch aboard a United Launch Alliance Atlas V rocket on January 19, 2018.We continued our efforts to return cash to stockholders through dividends and share repurchases. During 2017, we returned over $4.2 billion of our $6.5 billion in Cash from Operations to our stockholders, with $2 billion in share repurchases and $2.2 billion paid in cash dividends.Through these operational and financial accomplishments, Lockheed Martin delivered strong one-year and three-year total stockholder returns (TSR). On a relative basis, Lockheed Martin’s three-year TSR significantly outperformed NASDAQ, the Dow Jones Industrial, S&P 500, S&P Industrials, and S&P Aerospace & Defense (S&P Aerospace) indices for the period ended December 31, 2017.
2023 Financial Performance 1-YEAR TSR
3-YEAR TSR
* See Appendix A for an explanation of Non-GAAP measures. 3-Year Total Shareholder Return (TSR) 
32 www.lockheedmartin.com/investor45 2024 Proxy Statement Executive CompensationThe majority of our NEOs’ pay is variable and contingent on performance, and approximately two-thirds, on average, is inWe use the form of long-term incentives (LTI). To ensure pay is competitive with market practices, we conduct benchmarking analyses each year when establishing base salary, annual incentive target opportunities and LTI target opportunities. Each element of compensation is evaluated against the 50thpercentile which we refer to as “market rate,” of our comparator group of companies, as shown(shown on page 36. For executives new48) as a benchmark to theirset target total compensation around the 50th percentile with modest variations due to market data fluctuations year-over-year. The Compensation Committee also considers experience, performance and value in role we generallywhen setting target paycompensation levels for our NEOs, while allowing incentive payouts to exceed or fall below the market rate (50thpercentile) and then increase pay closer to 100% of the market rate over time based on a variety of factors, including individual performance, internal pay equity, time in position and critical skills. Although target incentive opportunities are set by reference to the market rate, incentive plan terms provide for actual payouts to belevels based upon actual performanceperformance. This outcome is consistent with our pay-for-performance philosophy to set pay and targets at market levels, but pay incentive compensation that can result in payouts above or below targeted levels. Based onreflects actual results relative to our pre-established metrics and goals under our incentive programs, the 2017 annual incentive program paid out at 171% of target and the 2015-2017 LTIP paid out at 144.9% of target for all NEOs. We also provide retirement programs and perquisites that are competitive in our industry and security that is appropriate for the business in which we operate.2017performance.Base Salary.In 2017, Ms. Hewson’s base salary was set at $1,695,000.2017 Annual Incentive.Ms. Hewson’s target annual incentive amount for 2017 was $2,966,250 (175% of salary).2017-2019 Long-Term Incentives.In 2017, Ms. Hewson was granted an LTI award of approximately $11.88 million, which was allocated 50% in Performance Share 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 relative to the three-year performance goals that were established in the beginning of 2017.Benefit and Retirement Plans.Ms. Hewson is eligible for benefit and retirement programs, similar to other 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. Effective January 1, 2016, the compensation element of the pension calculation was frozen and, on January 1, 2020, the service element of the pension calculation will be frozen.2017 CEO Target Pay Mix.We believe that, to the maximum extent possible, the compensation opportunities of our CEO should be 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 below, a significant portion of our CEO’s target compensation is variable and in the form of LTI and more than half of total target pay is in the form of equity incentives.TARGET OPPORTUNITY MIX*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 Company’s long-term success and 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 long-term incentives (LTI) with more than half of total target pay in the form of equity-based incentives.CEO Target Opportunity Mix * 
Core2023 Compensation Elements table on page 37.49. 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.20182024 Proxy Statement 33Executive Compensation●●Use the markettoapproach on target alltotal compensation elements●EnterpriseCompany performance●●companyCompany valuethean independent compensation consultant to ensure the Corporation’sCompany’s compensation philosophy and information relevant to individual compensation decisions are taken into account.
INDEPENDENT BOARD MEMBERS 
INDEPENDENT COMPENSATION COMMITTEE 
INDEPENDENT COMPENSATION CONSULTANT 
STOCKHOLDERS & OTHER KEY STAKEHOLDERS Independent Board MembersIndependentCompensation ConsultantIndependentCompensation CommitteeStockholders &Other Key StakeholdersReview 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. Provides advice on executive pay programs, pay levels and best practices. Provides design advice for annual LTI vehicles and other compensation and benefit programs.Provides advice on executive pay programs, pay levels and best practices. Provides design advice on incentive vehicles and other compensation programs. 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. RoleChairman,President &CEOManagementManagementCompensationConsultant1IndependentCompensationConsultant2CompensationCommittee3IndependentBoardMembersRole Management CEO Independent Compensation Committee Independent Board Members Peer Group / External Market Data and Best Practices for Compensation Design and Decisions Reviews Reviews Develops Develops /
ReviewsReviews DevelopsDevelops/ReviewsReviews— Annual NEO Target Compensation — Recommends — —ReviewsApproves —ReviewsApprovesRatify Annual CEO Target Compensation — — — —AdvisesRecommends —AdvisesRecommendsApprove Annual and Long-Term Incentive Measures, Performance Targets and Performance Results Develops Reviews — DevelopsReviewsApproves —ReviewsApprovesRatify Long-Term Incentive Grants, Dilution,
Burn RateDevelops Reviews — DevelopsReviewsApproves —ReviewsApprovesRatify Risk Assessment of Incentive Plans Reviews Reviews — ReviewsDevelopsReviews — DevelopsReviews—Succession Plans Develops Reviews — Develops—— ———Review (1)Aon Hewitt &47 2024 Proxy Statement (2)Meridian Compensation Partners, LLC (Meridian).(3)Daniel F. Akerson (Chairman), Nolan D. Archibald, David B. Burritt, Thomas J. Falk. Rosalind G. Brewer was a member until October 1, 2017.34 www.lockheedmartin.com/investorExecutive CompensationAs a starting point, forHewitt using revenue regression analysis. This statistical technique accounts for revenue size differences within the peer group and results in a market rate for all compensation elements consistent with our revenue relationship to our peers. We also may adjust the market rate to reflect differences in an executive’s job scope relative to the industry or the comparator group of companies, as appropriate.Because market data can change year-over-year, the Compensation Committee considers the current market data in combination with other internal factors when setting annual target pay levels. We regularly reviewTo establish The criteria used to determine the market rate for each of the principal elements of compensation, we select a group of publicly-traded companies (our comparator group) to identify market rates. Because the number of comparable companies with our revenue level is not extensive, we include companies in our comparator group based on a number of factors, including:●similaritysize (a high correlative factorannual revenuedetermining pay), generally based on annual revenues;●participation in the Aon Hewitt executive compensation survey (our primary source for data in making market comparisons), which enables us
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 withSelect Final Comparator Groupoverall labor costs, economic factors and market fluctuations;●companies that are included in themacro-economic pressures pool we consider when recruiting outside talent, as competitive conditions and a limited number of comparably sized aerospace and defense companies require us to recruit outside 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 or management structures, which enables more appropriate compensation comparisons.We do not consider market capitalization in selecting our because market capitalization can change quickly as industries and companies go in and out of favor as investments and as companies restructure.The data presented to and considered by the Compensation Committee regarding the level of compensation at the Corporation’s comparator group of peer companies was developed from the proprietary results of the Aon Hewitt executive compensation survey, subject to review by Meridian. All of the 20172023 comparator group companies participated in the Aon Hewitt survey.During 2017, the Compensation Committee reviewed our The 2023 comparator group considering certain business combinations that occurred within our peer group. The Compensation Committee approved a revised comparator group for 2018, which eliminated Johnson Controls International plc considering its business combination with Tyco International and International Paper Company because it is no longer similar in size to us in terms of its annual revenues. General Electric Company and International Business Machines Corporation were addedwas the same as new comparator companies given their similarity to the Corporation in terms of size, industry and geographic presence. In addition, these newly added companies compete with us for key talent with comparable executive officer positions in terms of breadth, complexity and scope of responsibilities. The new comparator group will be used for 2018 executive compensation decisions.2018 Proxy Statement 35Executive CompensationFor 2017, we used the following companies as our comparator group for purposes of establishing market rate compensation for each of the principal elements of our compensation programs. The comparator group did not change from 2016 and our 20172022. Our 2023 revenues represented the 65th6920172023 Comparator Group Companies 3M Company General Dynamics Corporation* E. I. du Pont de Nemours and Company**Johnson Controls International plc**The Boeing Company*FedEx CorporationNorthrop Grumman Corporation* Caterpillar Inc. General Electric Company General DynamicsRTX Corporation*Raytheon Company*Cisco Systems, Inc. Honeywell International Inc.* The Boeing Company* Deere & Company HP Inc. United Parcel Service, Inc. Deere & CompanyDow Inc.IBM Corporation FedEx Corporation Intel Corporation United Technologies Corporation*The Dow Chemical Company**International Paper Company*Aerospace & Defense Industry **E. I. du Pont de Nemours and Company and The Dow Chemical Company merged during 2017. Johnson Controls Inc. and Tyco International plc merged during 2016.2023 Comparator Group Revenue Percentile Consideration of Internal Pay EquityConsistent with past practice, the Compensation Committee reviewed the pay relationship of the CEO to the other NEOs as part of its annual compensation review in 2017 and 2018. This material was presented to the Compensation Committee by Meridian in its capacity as the Committee’s independent compensation consultant.Compensation and RiskThe Corporation’s executive and broad-based compensation programs are intended to promote decision-making that supports a pay for performance philosophy while mitigating risk by utilizing the following design features:●Mix of fixed and variable pay opportunities●Multiple performance measures, multiple time periods and capped payouts under incentive plans●Stock ownership requirements●Oversight by Board committees●Set incentive goals at the Enterprise or business segment level●Moderate severance program and post-employment restrictive covenants●Institutional focus on ethical behavior●Annual risk review●Compensation Committee oversight of equity burn rate and dilution●Clawback policy
At the Compensation Committee’s request, Meridian reviewed all executive and broad-based incentive compensation programs in 2017 and concluded that risks arising from our incentive compensation programs are not reasonably likely to have a material adverse effect on the Corporation.36 www.lockheedmartin.com/investorExecutive Compensation2017 Named Executive Officers’ Compensation2024 Proxy Statement 48 201720172023 is shown in the table below whichand is closely aligned to the market rate. Because market data is volatile year-over-year due to changes in incumbent data withinWhen determining pay for our peer group,NEOs, the Compensation Committee considers the current market data in combination with other internal factors including previouswhen setting annual target pay levels, such as changes to market data year-over-year, internal pay equity, individual performance, job scope and critical skills, when determining target pay for our NEOs.Annual Incentive NEO Base
Salary
($) Target
% Target
Amount
($) 2017
LTI Grant
($) Total Target
Direct
Compensation
($)Ms. Hewson 1,695,000 175 2,966,250 11,880,252 16,541,502 Mr. Tanner 1,000,000 110 1,100,000 4,200,120 6,300,120 Mr. Bennett 855,000 95 812,250 3,350,257 5,017,507 Mr. Carvalho 855,000 95 812,250 3,350,257 5,017,507 Ms. Lavan 795,000 95 755,250 2,700,161 4,250,411 2017 Corecriticality to the Company.Annual Incentive NEO Mr. Taiclet 1,751,000 190 3,326,900 16,000,000 21,077,900 Mr. Malave 990,000 115 1,138,500 5,000,000 7,128,500 Mr. St. John 1,030,000 150 1,545,000 6,250,000 8,825,000 Mr. Cahill 995,000 115 1,144,250 4,200,000 6,339,250 Mr. Ulmer 995,000 115 1,144,250 4,200,000 6,339,250 RetirementBenefit, retirement and perquisite programs or “all other compensation” are not included in our core compensation elements below (additional information(information about these programs can be found on page 46)later in this section).
Fixed Variable Base Salary WHAT?Annual Incentive CashCashEquityCashEquity50% PSUs 20% LTIP 30% RSUs WHAT? Cash Cash Equity Cash Equity WHEN? Annual Annual 3-year
Performance Cycle3-year
Performance Cycle3-year
Cliff VestingWHEN?AnnualAnnual3-yearPerformance Cycle3-yearPerformance Cycle3-yearCliff Vesting individual performance, internal pay equity, experience and critical skills(
40% Segment Operating Profit,**
Profit*, 40% Free Cash from Operations)+
Flow*(Key Metrics: Focus Programs,Mission Success®, Program
Goals: Enterprise Performance, PortfolioShapingInitiatives, Innovation,Talent Management)Relative TSR*ROIC**Performance Cash**(50%)(25%)(25%)●•Award 0-200% of target # of shares●•Relative TSR measure capped at 100% if TSR is negative●Up to•Value capped at 400% of stock price on date of grant timesx shares earned●Payout:•Payout 0-200% of target●•Relative TSR measure capped at 100% if TSR is negativeWHY? WHY?
competitive levels
of fixed pay to attract
and retain executives.
executives by linking annualcompany Company performance to an
annual cash incentive.
interests by linking long-term pay to
key performance metrics and stock price.
Provides a balance of internal and market based
market-based measures to assess long-term performance.andalignsand aligns executive andstockholderand stockholder interests.*Relative TSR performance is measured against our industry peers in the S&P Aerospace & Defense Index.**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.2018 Proxy Statement 37Table* Refer to Appendix A for definitions of ContentsExecutive Compensationand may be increased to align more appropriately withtaking into account the market rate (50th(50th percentile), taking into account the executive’s individual performance and internal pay equity. In establishing the base salary for each NEO, we determined the market rate using comparator group company data and evaluated whether the market rate should be adjusted up or down based on differences in the scope of the NEO’s position as compared to the industry and the comparator group companies.201749 2024 Proxy Statement As was the case for 2016, the 2017Enterpriseenterprise level, as illustrated in the graphic below. Although the annual incentive plan uses a formulaic approach, the Compensation Committee retains discretion in administering the plan, which discretion includes choosing and approving goals, assessing strategic and operational results and modifying payouts based on business segment and individual performance for all officersany officer elected by the Board, including the NEOs.
The committee did not exercise any discretion in modifying payouts for the NEOs in 2023.TargetAwardx100%EnterpriseComponent=PayoutAmount
70%Financial30%Strategic &Operational
0%Payout Range200%bonus cannot exceed 0.3% of Performance Cash (see Appendix B for non-GAAP definition)annual incentive and the bonusannual incentive for each of the other NEOs cannot exceed 0.3% and 0.2%, respectively, of Performance Cash.Cash from Operations. Annual incentive payouts range from 0% to 200% of target.2017January 2017February 2023 meeting, the Compensation Committee approved Enterprise-wideenterprise-wide objectives for 20172023 reflecting financial and strategic and operational goals. These goals are used as the Enterprise Component for all executives in the CorporationCompany and serve as the only goals for the CEO, other NEOs and all other officers elected by the Board.targets utilized undermetrics used in the 2023 annual incentive plan are Sales, Segment Operating Profit and Free Cash Flow. The target (100%) payout levels for each metric align with the guidanceannual financial outlook we discloseddisclose publicly at the beginning of 2017. Wein January, which we believe this approach to setting the financial metrics for annual incentive purposes appropriately links compensation outcomes to our effectivenesssuccess in meeting our public commitments to our stockholders.Our We base our financial commitments are established at the completion ofoutlook on information and assumptions developed through our annual long-range planning process, and are consistent with our long-range plan commitments. The long-range planning process includes reviewsincluding assessments of the assumptions used by the business segments in generating their financial projections, such as industry trends and competitive assessments, current and future projected program performance levels and the risks and opportunities surrounding these baseline assumptions. The long-range plan on whichfacing our financial goals are based is tiedbusiness. In February 2023 the Compensation Committee required that certain adjustments be made to the business environment in which we operateFree Cash Flow and can vary year-over-year.Our long-range plan values for Sales, Segment Operating Profit (seewhen calculating incentive compensation so that annual incentive payouts would not be positively or negatively impacted by specified events that would result in a difference between planned and actual financial results. See Appendix BA for definitiona description of non-GAAP terms)these potential adjustments and Cash from Operations areactual adjustments for 2023. The Compensation Committee also set forth in the 2017 guidance we provided publicly to investors in January 2017threshold (50%) and represent the target level (100% performance rating)maximum (200%) payout levels for each of these metrics. We established maximum (200% performance rating) and threshold payout levels (50% performance rating) around these targetsmetrics based on a reviewan assessment of historicalour past performance against long rangetrends and long-range plan commitments forto ensure each of the three annual incentive goal metrics, which ensures thewas set with an appropriate level of rigor on each of the threshold, target and maximum goals.rigor. We used straight-lineuse linear interpolation between target and both the minimum and maximum performance levels to determine payout levels.minimum historicalpayout approved by the Compensation Committee:2023 Financial Measures Weight 2023 Goals ($) Results ($) Calculated Payout Weighted Payout Sales 20% 65,250M 67,571M 159.3% 32% Segment Operating Profit* 40% 7,305M 7,358M** 107.3% 43% Free Cash Flow* 40% 6,200M 6,229M 101.9% 41% Financial Payout Factor 116 % levels. In all cases, payouts deteriorate more rapidly as we move from target levelSegment Operating Profit results were reduced by $31 million for 2023 (from $7,389 million reported in our audited financials) pursuant to the minimum payout level compared torequired adjustments set by the level of increase as we move from target level to maximum payout level. This asymmetry reflects the importance we place on meeting our financial goals. The Compensation Committee reviewed the methodologyas described above and the targets established as part of its annual process during 2017.38 www.lockheedmartin.com/investor
in Appendix A.Executive Compensation2017 Financial Measures Weight 2017
Goals
($) Reported
Results
($) Calculated
Payout Weighted
PayoutSales 20% 49,400 – 50,600M 51,048M 146% 29% Segment Operating Profit* 40% 5,015 – 5,135M 5,115M 124% 50% Cash from Operations 40% ≥ 5,700M 6,476M 200% 80% Financial Payout Factor 159% *See Appendix B for definition of non-GAAP terms.50 Our strategic and operational performance assessments are inherently different than financial performance assessments. ForAt the 2017 performance year,start of 2023, the Compensation Committee established, a broad set of goals were established for our strategic and operational commitments, at the beginning of the year. Theincluding goals tied to enterprise performance, new business and growth, strategy and ESG. These strategic and operational performance goals are not specific because some are aspirational, cannot be forecasted reliably or areboth quantitative and qualitative in nature.nature and measured against pre-established criteria using a scorecard approach. When determining the overall payout factor, the Compensation Committee considers both quantitative and qualitativethe Company’s results and applies discretion when evaluatingevaluates performance in totality.performance goals and resultsassessments are set forth below.20172023 Strategic & Operational Goals Summary Assessment Summary Highlights Focus Programs:Secure Key Focus and Keep Sold Program wins
●73% win rate on programs throughout the yearENTERPRISE PERFORMANCE●Record orders of $54 billion with backlog at year-end of approximately $100 billionMission Success®:Achieve Mission Success®Success milestones●Continued operational excellence with 100% Mission Success® in targeted events●Key program milestones achieved throughout the Corporation, including on F-35Program Performance:Execute programs to achieve customer satisfactioncommitments and increase stockholder value●Robust domestic•Orders of $77.7 billion; year-end backlog of $160.6 billioninternational customer engagementsmet our mission success goals●•Returned $4.2$9.1 billion of our $6.5 billion in Cash from Operationscash to our stockholders through dividends and share repurchasesPortfolio Shaping
Enterprise Initiatives:ReviewGROWTH
basis; streamlinebasis to maximize stockholder value, which includes M&A activity, cost competitiveness and other enterprise initiativesimplement other Enterprise-wide initiatives to create long-term valuedigital transformation ●Increased breadth•Established partnerships across technology focused domains and diversification in addressable markets●Significant progress made in key international countries; international sales grew to 30% of total sales●Industry Leader in Sustainability - only U.S. aerospace and defense company to receive Gold Class distinction from RobecoSAM for excellence in sustainability performancecommercial 5G.MILInnovation:Execute technology strategy, ensuring robust innovation, collaboration and strategic partnering●Significant developments in directed energy and hypersonicsENVIRONMENTAL, SOCIAL●Large strategic investments made in research and developmentAND GOVERNANCETalent Management:workforce needed to deliver commitments to customerssafety and stockholderssecurity of our products, services and workplace ●Achieved high•Increased leadership representation for women and people of colorrate of top performersgoals and strengthened our entry-level pipeline by creating internships for over 2,800 students and hiring over 6,500 early career employees●Completed key rotations in executive leadership positions●Successfully executed diversity and inclusion initiatives•Exceeded greenhouse gas reduction goalsStrategic & Operational Payout Factor 150 200%The Compensation Committee reviewed these accomplishments and recommended this factor to recognize the Corporation’s exceptional performance in a highly competitive environment while undertaking major strategic initiatives.51 20182024 Proxy Statement 39Executive CompensationNo changes were made to annual incentive target percentages for any of the NEOs for 2017. below:Weight 2017 Factors Weighted Payout Financial 70% 159% 111% Strategic & Operational 30% 200% 60% Overall Payout Factor 171% NEO Base Salary
($)Target % of Salary
(%)Target Award
($)X Overall Payout
Factor= Payout
($)Ms. Hewson 1,695,000 175 2,966,250 
5,072,300 Mr. Tanner 1,000,000 110 1,100,000 1,881,000 Mr. Bennett 855,000 95 812,250 171% 1,388,900 Mr. Carvalho 855,000 95 812,250 1,388,900 Ms. Lavan 795,000 95 755,250 1,291,500 2017below.Weight 2023 Factors Weighted Payout Financial 70% 116% 81% Strategic & Operational 30% 150% 45% Overall Payout Factor 126 % NEO X = Mr. Taiclet 1,751,000 190 3,326,900 126% 4,191,900 Mr. Malave 990,000 115 1,138,500 1,434,500 Mr. St. John 1,030,000 150 1,545,000 1,946,700 Mr. Cahill 995,000 115 1,144,250 1,441,800 Mr. Ulmer 995,000 115 1,144,250 1,441,800 20172023 LTI compensation mix for the CEO, EVPsCFO, COO and Senior Vice Presidents (SVPs)business segment presidents and otherthe principal terms of the awards.
2017,2023, the Compensation Committee took into consideration the long-term incentive market rate (50th (50th percentile) along with a variety of other factors, including the number of awards outstanding and shares remaining available for issuance under the Corporation’s equityincentive plans,Company’s equity incentive plan, the number of shares that would be issued under contemplated awards over the range of potential performance achievement, the total number of the Corporation’sCompany’s outstanding shares, the resulting implications for stockholder dilution and the number of shares granted to our executives year-over-year.40 www.lockheedmartin.com/investor2024 Proxy Statement 52 Executive CompensationPSU Awards (50% of the LTI award)
PSU Awards (50% of the LTI award) element. The total PSU value is then multiplied by the weighting assigned to each PSU component (50% to Relative TSR, 25% to ROIC, 25% to Performance Cash).portion. The number of PSUs granted is determined based on the grantclosing stock price of the Company’s common stock on the NYSE on the date fair market value of each PSU element using the Monte Carlo simulation method for the Relative TSR component and the grant date fair market value discounted to reflect the deferral of dividends for ROIC and Performance Cash components.at the beginningas of the three-year performance periodgrant date of the award, and the actual number of shares earned at the end of the period is calculated based on our performance measured against the three financial metrics.ratingpayout factor for the Relative TSR measure is capped at 100%. In addition, the maximum value that can be earned under a PSU award is 400% of the stock price on the date of grant times the shares earned. The award calculation is formulaic pursuant to the provisions defined in the award agreement, and no adjustmentdiscretion can be madeapplied to the final number of shares granted, which is determined based on the performance outcomes relative to our pre-set metrics and goals. Participants also accrue deferred dividend equivalents on the shares earned, which are paid in cash following vesting of the underlying shares.LTIP Awards (20% of the LTI award)LTIP awards are cash-based and are calculated by multiplying the overall target LTI award value by the weighting assigned to the LTIP element.Each NEO’s LTIP target is determined at the beginning of the three-year performance period and the actual award earned at the end of the period is calculated based on the same performance measures as those used for the PSUs: Relative TSR, ROIC and Performance Cash. Payouts can range from 0% to 200% of the applicable target. The award calculation is formulaic pursuant to the provisions defined in the award agreement and no adjustment can be made to the final payout factor, which is determined based on the performance outcomes relative to our pre-set metrics and goals.For the 2017-2019 LTIP grants, any amount payable to a single participant in excess of $10 million will be forfeited.RSU Awards (30% of LTI award)
RSU Awards (30% of the LTI award) element. portion.bybased on the grant date fair market value discounted to reflect deferral of dividends.All RSUs awarded to NEOs in 2017 were subject to forfeiture to the extent the grant date valueclosing stock price of the RSUs exceeded 0.2%Company’s common stock on the NYSE on the date of 2017 Performance Cash in the case of the CEO and 0.1% of 2017 Performance Cash in the case of each of the other NEOs. These performance requirements were satisfied and no forfeitures occurred.grant. Deferred dividend equivalents are accrued during the vesting period and paid in cash following the vesting of the underlying shares.
LTIP Awards (20% of the LTI award) 53 2024 Proxy Statement most effectively support our long-term business and strategic goals and directly tie the long-term goals of our executive leadership team to the interests of our stockholders.20172023 annual incentive plan (Sales, Segment Operating Profit and Free Cash from Operations)Flow) also serve as the foundation for achieving our long-term goals such that we must consistently achieve or exceed the Corporation’sCompany’s annual goals in order to achieve our LTI goals.consist ofare Relative TSR (50% weight), ROIC (25% weight) and PerformanceFree Cash Flow (25%weight). We chose these three metrics because we believe they represent the bestrepresented good measures of value creation for the CorporationCompany over a long-term period. We also applied equal weighting to the market-based measure of value creation, TSR, to what we believe are the best internal measures of value creation, Free Cash Flow and ROIC. Starting in 2022, the Compensation Committee approved the use of Free Cash Flow to replace Cash From Operations and Performance Cash under the annual and ROIC.We selectedlong-term incentive plans. The use of Free Cash Flow better aligns to Company strategy as it incorporates capital expenditures.to measure our performance against our industry peers in the S&P Aerospace Index. Because every industry faces different challengesCompensation Committee used a comparator group of 31 companies that generally met the following parameters as of January 1, 2023, which were the same criteria used for the 2021 and opportunities, we believe that comparing our TSR against peers facing2022 grants:similar business environment is preferred to those outside our industry. While the S&P Aerospace Index is, in our judgment, the bestmajor U.S. index against which to compare ourwe recognize that it does not perfectly correlate toComparators for the environment in which Lockheed Martin operates since some firms in the index2023-2025 performance cycle are almost entirely in the commercial aerospace business, some are entirely government contractors and some have a mixture of the two businesses.shown below:2023-2025 Relative TSR Comparators 3M Company 2018 Proxy Statement AECOM 41RTX Corporation AGCO Corporation Honeywell International Inc. Stanley Black & Decker, Inc. Builders FirstSource, Inc. Huntington Ingalls Industries, Inc. Textron Inc Carrier Global Corporation Illinois Tool Works Inc. The Boeing Company Caterpillar Inc. Johnson Controls International plc Trane Technologies plc Cummins Inc. L3Harris Technologies, Inc. United Rentals, Inc. Deere & Company Northrop Grumman Corporation W.W. Grainger, Inc. Eaton Corporation plc Otis Worldwide Corporation WESCO International, Inc. EMCOR Group, Inc. PACCAR Inc Emerson Electric Co. Parker-Hannifin Corporation Executive CompensationCorporation,Company, we use ROIC and PerformanceFree Cash Flow as internal measures that can beare directly affected by management’s decisions. While Relative TSR ensures a direct linkage between stockholder returns and realized compensation, ROIC measures how effectively we employ our capital over time, while our Performancewith Free Cash providesFlow providing the means for investment orand value creation. Our internal financial metrics, ROIC and Free Cash Flow, are also critical because we believe these metrics are key drivers of long-term stockholder value. By including a cash measure in both our annual and long-term incentive plans, the plans also mitigate the risk of short-term cash strategies that do not create long-term value.LTI (PSUsPSUs and LTIP)PerformanceFree Cash Flow and ROIC metrics in the PSU and LTIP grants. In setting minimum and maximum levels of payment, we reviewed historical levels of performance against long rangelong-range plan commitments, and conducted sensitivity analyses on alternative outcomes focused on identifying likely minimum and maximum boundary performance levels. Levels between 100% and the minimum and maximum levels were derived using linear interpolation between the performance hurdles. As with our annual incentive performance goals, PSU and LTIP payouts deteriorate more rapidly as we move from target level to the minimum payout level than they increase as we move from target level to maximum payout level. This asymmetry reflects the importance we place on meeting our financial commitments.2024 Proxy Statement 54 PerformanceFree Cash Flow and ROIC target values for the 2017-20192023-2025 PSU and LTIP plansgrants are not publicly disclosed at the time of grant due to the proprietary nature and competitive sensitivity of thethat information. However, the method used to calculate the awards will be based on actual performance compared to the Corporation’s 2017-2019Company’s 2023-2025 targets, which use straight-lineuses linear interpolation between points.the adjustment of goalspre-specified adjustments to ensureFree Cash Flow and ROIC so that the ultimate payouts are not impacted to the benefit or detriment of management by specified events such as unplanned pension contributions, changesthat would result in accounting (GAAP) standards or impact of an acquisition or divestiture valued ata difference between planned and actual financial results. See Appendix A for more than $1 billion. information on these potential adjustments and actual adjustments for the 2021-2023 award cycle.2017-2019Relative TSR (50%)* Performance Cash (25%) ROIC (25%) Relative
TSR
PercentilePayout
Factor Performance
Cash
MetricPayout
Factor ROIC
Performance
MetricPayout
Factor75th – 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% Plan - $0.5B 50% Plan - 20 bps 50% Plan - $0.7B 25% Plan - 30 bps 25% Below Plan - $0.7B 0% Below Plan - 30 bps 0% 42 www.lockheedmartin.com/investorRelative TSR (50%)* Free Cash Flow (25%) ROIC (25%) Percentile Rank Payout Factor Goals Payout Factor Goals Payout Factor 75th – 100th 200% Plan +30% 200% Plan +12% 200% 60th 150% 50th (Target) 100% Plan (Target) 100% Plan (Target) 100% 40th 50% 35th 25% Plan -15% 25% Plan -10% 25% < 35th 0% 144.9% 88%, the following table shows the payouts under the 2015-2017for 2021-2023 LTIP made in January 2018.2015–2017 LTIP NEO Target
($) Payout
($)Ms. Hewson 2,240,000 3,245,760 Mr. Tanner 803,000 1,163,547 Mr. Bennett 500,000 724,500 Mr. Carvalho 600,000 869,400 Ms. Lavan 520,000 753,480 2015-2017 PSU AwardsThe 2015-2017 target PSU award value was allocated to each performance measure based on the pre-defined weightings, namely 50% to Relative TSR, 25% to ROIC, and 25% to Performance Cash. The number of PSUs granted for each element is based on the grant date fair market value using Monte Carlo simulation method for the Relative TSR component and the grant date fair market value discounted to reflect the deferral of dividends for ROIC and Performance Cash components. PSU awards earned are calculated by multiplyingpaid in 2024.LTIP Target ($) LTIP Payout ($) PSUs Target (#) Total Shares Distributed / Earned Mr. Taiclet 2,800,000 2,464,000 20,488 18,030 Mr. St. John 1,100,000 968,000 8,050 7,084 360,000 316,800 2,635 2,319 Mr. Ulmer 800,000 704,000 5,855 5,153 payout factor for each performance metric by2021-2023 award received as Senior Vice President of Global Business Development. target number of units for each performance metric. The actual value realized by the NEOs at vesting also depends on our stock price, which may be higher or lower than the grant date fair market value.2015-2017 Target PSUs (#) Total Shares NEO Relative TSR Performance Cash* ROIC* Distributed/Earned Ms. Hewson 14,834 7,281 7,281 42,745 Mr. Tanner 5,318 2,610 2,610 15,324 Mr. Bennett 3,311 1,625 1,626 9,541 Mr. Carvalho 3,974 1,950 1,951 11,451 Ms. Lavan 3,444 1,690 1,691 9,924 *See Appendix B for definition of non-GAAP terms.2018 Proxy Statement 43Executive Compensation2018 Compensation Decisions2018 Base SalaryThe Compensation Committee approved the following 2018 salary increases based on2024 target compensation for executives using the market rate, along with other factors such as the executive’s performance and internal pay equity.NEO 2017 Base Salary
($)2018 Base Salary
($)Increase Ms. Hewson 1,695,000 1,745,000 3% Mr. Tanner 1,000,000 1,030,000 3% Mr. Bennett 855,000 880,000 3% Mr. Carvalho 855,000 880,000 3% Ms. Lavan 795,000 820,000 3% 2018 Annual Incentive Metrics and Goalsthe 2018 performance year.The2024.Committee approved the key corporate commitments set forth below for purposes of assessing performance in 2018. Although the annual incentive plan uses a formulaic approach to determine payout, the Compensation Committee retains discretion to modify the payouts for the CEO, other NEOs and all other officers elected by the Board.2018 Financial Goals (Weight 70%)The financial commitments are consistent with our long-range plan commitments, and are the same ranges we provided as public guidance in January 2018 in our year-end earnings release and in accordance with the new revenue recognition standard. Our Cash from Operations goal for 2018 is lower than our 2017 goal because the Corporation is accelerating future pension contributions of $3.4 billion to 2018 in order to preserve the benefit of the associated tax deduction at the higher statutory rate in 2017. These commitments for 2018 are set forth below.2018 CommitmentsWeighting2018 Goal($)Sales20%50,000 – 51,500MSegment Operating Profit40%5,200 – 5,350MCash from Operations40% ≥ 3,000MFor the purposes of assessing performance under our annual incentive program, results may be adjusted from reported amounts for the incremental benefits or impacts associated with non-recurring items, such as acquisitions or divestitures. Cash from Operations results have been adjusted in prior years for unplanned pension contributions so that the impact on incentive compensation is not a factor in the decision to make the additional pension contribution.2018 Strategic and Operational Goals (Weight 30%)The strategic and operational commitments for 2018 are set forth below:●Focus Programs:Secure Key Focus Program wins and achieve Keep Sold Program milestones●Mission Success®:Achieve Mission Success® milestones●Program Performance:Execute programs to achieve customer satisfaction 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 strategy, ensuring robust innovation, collaboration and strategic partnering●Talent Management:Attract, develop and retain the workforce needed to deliver commitments to customers and stockholders2018 Long-Term Incentive Award OpportunitiesThe Compensation Committee approved 2018 LTI award opportunities for all NEOs relative to their respective 2018 LTI market rate, the executive’s performance and internal pay equity.For 2018, the LTI award opportunity for the CEO and the other NEOs is allocated 50% toward PSUs, 20% toward LTIP and 30% toward RSUs, unchanged from the 2017 equity pay mix.The measures and terms of the 2018-2020 PSUs and LTIP awards are similar to the 2017-2019 awards (see pages 40-42). For the 2018-2020 LTIP grants, any amount payable to a single participant in excess of $10 million will be forfeited. RSU grants will no longer be subject to a one-year performance metric in light of the repeal of the exemption to the $1 million cap on deductibility under section 162(m) of the Internal Revenue Code.44 www.lockheedmartin.com/investor
MattersExecutive CompensationOther Compensation Matters2017,2023, the Compensation Committee continued to retain Meridian as an independent compensation consultant. In connection with its retention of Meridian, the Compensation Committee considered the following factors in assessing Meridian’s independence:●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 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.20182024 meeting, the Compensation Committee renewed the engagement of Meridian. At that time, Meridian confirmed the continuing validityaccuracy of each of the factors described above. During 2017, Meridian also provided consultative services to the Governance Committee regarding the compensation of the Corporation’s independent directors. A description of the services provided by Meridian can be found on pages 34 and 65.●The Compensation Committee is responsible for determining the grant date of all equity awards.● 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 January of each year and starting in 2018, will be presented in February of each year given a shift in the Board meeting calendar. Off-cycle awards may be considered in the Compensation Committee’s discretion in special circumstances, which may include hiring, retention or acquisition transactions.In addition, our existing incentive performance award plan prohibitsmay 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.2024 Proxy Statement 56 Theinclude a clawback policy. Ifthe policy requires the Company to recover from its executive officers certain incentive-based compensation that is erroneously paid in connection with an accounting restatement. The Compensation Committee of the Board administers this mandatory clawback policy.wasis a contributing factor in requiring us to restate any of our financial statements or constituted fraud, bribery or another illegal act (or contributed to another person’s fraud, bribery or other illegal act) whichthat adversely impactedimpacts our financial position or reputation,reputation; (ii) an officer’s intentional misconduct or gross negligence causes severe reputational or financial harm to the Company; or (iii) an officer’s misappropriation of Lockheed Martin Proprietary Information (as defined in the policy) causes, or is intended to cause, severe reputational or financial harm to the Company, then the Board shall take such action as it deems in the best interest of the CorporationCompany and necessary to remedy the misconduct and prevent its recurrence. Among other actions, the Board may seek to recover or require reimbursement of any amountamounts awarded to the officer after January 1, 2008, in the form of an annual incentive bonus or LTI award.Theincluded inincorporated into our annual incentive plan and in the award agreements for the RSUs, stock options, PSUs and LTIP.long-term incentive awards, covering all variable incentive compensation. There were no events requiring Board consideration of a clawback action during 2017.In the event2023. If the Board recoups incentive compensation under theeither policy, management intends to disclose the aggregate amount of incentive compensation recovered, so long as the underlying event has already been publicly disclosed in our filings with the SEC. This disclosure would appear in the proxy statement following any such Board action and would provide the aggregate amount of recovery for each event if there is more than one applicable event.The All executive-level award agreements for the NEOs also contain post-employment restrictive covenants. Thecovenants, and compensation awarded under those agreements may be subject to clawback in the event an executive breaches any of the post-employment restrictions were incorporated into all executive level award agreements beginning in 2011.2018 Proxy Statement 45
restrictive covenants.Executive CompensationPledgingAnti-Pledging PolicyCorporationCompany based on the following guidelines:TitleAnnual BaseSalary MultipleChairman, PresidentCEOChairman6 times4 timesExecutive Vice3 times2 times and Elected Vice Presidents and net shares from options exercised until the value of the shares equals the specified multiple of base salary. The securities counted toward their respective target threshold include common stock, unvested RSUs and stock units under our 401(k) plans and other deferral plans. Unvested PSUs at target aredo not countedcount towards the stock ownership levels. Eachrequirement. As of December 31, 2023, each of our NEOs hashad exceeded their respective ownership requirements.57 2024 Proxy Statement 
51.certain long-term cash performance incentive compensation. AllPension and supplemental pension plans that the NEOs are eligible for four weeks of vacation annually.Security.We provide limited perquisites, includingSecurity.Perquisites provided to the NEOs include executive physicals, andrelocation assistance (when applicable), personal travel on the corporate aircraft, as well asgifts for retirement or years of service milestones (when applicable), and home and personal security as needed to address security concerns arising out of our business. We believeThe Board believes it is important to provide security is necessary and generally provideddue to executives within our industry given the nature of our business. Indefense business and because it believes that an employee should not be placed at personal risk due to his or her association with the event of a threat to an executive officer, the CBSCompany. The Classified Business and Security Committee reviews security recommendations from our Chief Security Officer and approves themay authorize precautionary actions to respond to security recommended byrisks and direct threats involving our Chief Security Officer. Furthermore,executive officers. As an example, our Board has directed our CEO to use corporate aircraft for security reasons while on business and personal travel.travel. Other NEOs may also use the corporate aircraft for personal travel dependent upondepending on circumstances and availability.2017,2023, we provided tax assistance for taxable security expenses, business associationrelocation-related expenses in accordance with our relocation policies and travel expenses for a family member accompanying a NEO on travel determined to be business travel for a business reason. Wetax purposes. In addition, we pay an amount estimated to cover the state income tax imposed on employees who became subject to income tax in anothera state other than their state of residence due to business travel. Tax assistance was provided for these items because the associated tax liability imposed on the executive would not have been incurred unless business reasons required the items to be provided.2024 Proxy Statement 58 company-initiatedCompany-initiated termination of employment other than for cause. All of the NEOs are covered under the plan.andplus the equivalent of one year’s target annual incentive bonus.incentive. For the CEO, the multiplier is 2.99 instead of one.comparableidentical to those included in our NEOs’ LTI award agreements.46 www.lockheedmartin.com/investorExecutive Compensationnonqualifiednon-qualified portion of earned pension benefits and nonqualifiednon-qualified deferred compensation. All LTI awards require a “double trigger” for vesting to accelerate (both a change in control and a qualifying termination of employment), unless the successor does not assume or continue the awards or provide substitute awards.Tax Deductibility of Executive We designed our annual incentive and LTIRiskfor NEOs to quality as performance-based compensation exempt from the $1 million cap on deductibility under Section 162(m) of the Internal Revenue Code. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. As a result, compensation paid to our NEOs after December 31, 2017 in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain binding contracts in place as of November 2, 2017 and which were not materially modified after that date. It appears that the transition relief was notare intended to apply to programs withpromote decision-making that supports a discretionary component such as ourpay for performance philosophy while mitigating risk by utilizing the following design features:incentive plan which would mean that annual incentive payments made to our NEOs in 2018 for service in 2017 would not be deductible. We do not view our long-term incentive plans as having a discretionary component and will seek to qualifyrisk assessment conducted by Meridian, the 2015, 2016 and 2017 grants as covered by the transition relief. Until there is further guidance, there is no assurance we will be successful. The Compensation Committee reserves the right to modify compensationconcluded in 2023 that was initially intended to be exemptrisks arising from Section 162(m) or to grant executive compensation that is not performance-based if the Committee determines that such modifications or grants are permissible and consistent with our executive and broad-based incentive compensation philosophy.programs are not reasonably likely to have a material adverse effect on the Company.59 20182024 Proxy Statement 47Executive Compensation20172023 and, where applicable, the prior fiscal years. Numbers have beenare rounded to the nearest dollar.Name and Principal
Position Year Salary Stock
Awards Non-Equity
Incentive Plan
Compensation Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings All Other
Compensation Total Total
Without
Change In
Pension
Value*($) ($) ($) ($) ($) ($) ($) (a) (b) (c) (e) (g) (h) (i) (j) Marillyn A. Hewson
Chairman, President andChief Executive Officer2017 1,688,269 9,504,252 8,318,060 2,687,391 668,871 22,866,843 20,179,452 2016 1,634,231 9,228,211 8,159,848 1,151,615 399,828 20,573,733 19,422,118 2015 1,603,221 8,962,915 9,096,460 8,402,875 500,573 28,566,044 20,163,169 Bruce L. Tanner
Executive Vice President andChief Financial Officer2017 995,962 3,360,121 3,044,547 2,293,379 115,791 9,809,800 7,516,421 2016 963,942 3,212,032 3,005,020 1,528,251 91,363 8,800,608 7,272,357 2015 937,436 3,213,033 3,251,712 2,004,331 63,043 9,469,555 7,465,224 Dale P. Bennett
Executive Vice PresidentRotary and Mission Systems2017 851,635 2,680,257 2,113,400 800,854 223,124 6,669,270 5,868,416 2016 824,615 2,656,116 2,074,286 1,131,770 108,949 6,795,736 5,663,966 2015 717,720 2,000,641 2,233,730 2,980,085 69,117 8,001,293 5,021,208 Orlando P. Carvalho
Executive Vice President Aeronautics2017 851,635 2,680,257 2,258,300 1,907,070 178,538 7,875,800 5,968,730 2016 824,615 2,656,116 2,224,358 1,258,922 112,641 7,076,652 5,817,730 2015 795,370 2,400,882 2,350,746 3,033,253 59,180 8,639,431 5,606,178 Maryanne R. Lavan
Senior Vice President, General Counsel and Corporate Secretary2017 791,635 2,160,161 2,044,980 1,574,612 73,965 6,645,353 5,070,741 2016 765,288 2,128,100 2,025,960 1,059,605 71,590 6,050,543 4,990,938 2015 744,704 2,080,765 3,073,510 1,475,058 53,873 7,427,910 5,952,852 *See explanation of Total Without Change In Pension Value on page 51.Salary (Column (c))Total Year ($) ($) ($) ($) ($) ($) ($) (a) (b) (c) (d) (e) (g) (h) (i) (j) 2023 1,751,000 — 13,008,681 6,655,900 — 1,398,194 22,813,775 2022 1,751,000 — 13,413,894 7,989,200 — 1,656,451 24,810,545 2021 1,742,173 — 10,783,715 4,049,200 — 1,536,123 18,111,211 2023 984,808 — 4,065,426 1,434,500 — 174,522 6,659,256 2022 867,692 750,000 11,153,772 1,175,400 — 617,387 14,564,251 2023 1,064,039 — 5,081,551 2,914,700 395,731 495,840 9,951,861 2022 1,038,462 — 5,365,755 3,111,750 — 556,376 10,072,343 2021 1,018,957 — 4,236,620 2,880,515 — 498,872 8,634,964 2023 1,008,905 — 3,414,828 1,758,600 252,214 734,879 7,169,426 2023 989,808 — 3,414,828 2,145,800 165,875 238,794 6,955,105 2022 983,558 — 3,577,299 1,830,100 5 164,526 6,555,488 of salary reported may vary from the approved annual rate of pay because the salary reported in the table is based on the actual number of weekly pay periods in a year.48 www.lockheedmartin.com/investorExecutive CompensationStock Awards (Column (e))Representscash in lieu of vacation for Mr. St. John: $39,231 and Mr. Cahill: $19,097.(ASC) Topic 718 (ASC 718), for RSUs granted in 2017, 2016 and 2015, and PSUs granted in 2017, 20162023, 2022 and 2015,2021, disregarding potential forfeitures based on service requirements.2017 Aggregate
Grant Date
Fair Value RSUs
($) 2017 Aggregate
Grant Date
Fair Value PSUs
($)Ms. Hewson 3,563,904 5,940,349 Mr. Tanner 1,259,825 2,100,296 Mr. Bennett 1,004,805 1,675,452 Mr. Carvalho 1,004,805 1,675,452 Ms. Lavan 809,851 1,350,310 2023 Aggregate
Grant Date
Fair Value RSUs2023 Aggregate
Grant Date
Fair Value PSUs($) ($) Mr. Taiclet 4,778,797 8,229,884 Mr. Malave 1,493,464 2,571,962 Mr. St. John 1,866,830 3,214,722 Mr. Cahill 1,254,261 2,160,566 Mr. Ulmer 1,254,261 2,160,566 20172023 RSU ($254.51), 2016 RSU ($206.37), and one 2015 RSU ($192.28), isof $477.45 represents the closing price of one share of our stock on the date of grant, discounted to take into account the deferred dividend equivalents that are accrued until vesting.(approximately 50%(50% of the target shares are earned based upon Relative TSR, approximately 25% of the target shares are earned based upon PerformanceFree Cash Flow, and approximately 25% of the target shares are earned based upon ROIC).$266.41 for 2017, $212.37 for 2016, and $188.96 for 2015$509.11 for the Relative TSR portion of the PSU award was determined using a Monte Carlo simulation model. The value was determined using the historical stock price volatilities of the companies in our comparator group over the most recent 2.93-year2.86-year period for 2017 and 2016 and 2.92-year period for 2015, assuming dividends for each company are reinvested on a continuous basis and a risk-free rate of interest of 1.47% for 2017, 1.03% for 2016, and 0.81% for 20154.41% and that deferred dividend equivalents accrued on shares earned will be paid in cash upon vesting. The grant date fair value of $254.51 for 2017, $206.37 for 2016, and $192.28 for 2015$477.45 for the PerformanceFree Cash Flow and ROIC portions of the awards is based on the closing price of our stock on the date of grant, discounted to take into account the deferred dividend equivalents that are accrued until vesting. In addition to the level of performance achieved, the value of the PSUs earned will be determined by the price of our stock on the date any shares are issued at the end of the performance period, which may be more or less than the grant date fair value.2024 Proxy Statement 60 20172023 PSU awards, using the Monte Carlo simulation model for the TSR metric and assuming a 200% maximum payout on all threefor the ROIC and Free Cash Flow metrics, are as follows: Ms. Hewson: $11,880,697; Mr. Tanner: $4,200,593;Taiclet: $12,212,771; Mr. Bennett: $3,350,904;Malave: $3,816,674; Mr. Carvalho: $3,350,904St. John: $4,770,254; Mr. Cahill: $3,206,182; and Ms. Lavan: $2,700,620.The maximum grant date fair values ofMr. Ulmer: $3,206,182.2016 PSU awards, assuming a 200% maximum payout on all three metrics are as follows: Ms. Hewson: $11,535,598; Mr. Tanner: $4,015,313; Mr. Bennett: $3,320,349; Mr. Carvalho: $3,320,349 and Ms. Lavan: $2,660,547.The maximum grant date fair values of 2015 PSU awards, assuming a 200% maximum payout on all three metrics are as follows: Ms. Hewson: $11,206,028; Mr. Tanner: $4,017,182; Mr. Bennett: $2,501,498; Mr. Carvalho: $3,002,023; and Ms. Lavan: $2,601,754.Non-Equity Incentive Plan Compensation (Column (g))Includes the amount paid for annual incentive bonuses. Theamounts paid under the amended and restated Lockheed Martin Corporation 2021 Management Incentive Compensation Committee will continue to use discretion to assess performance against objectives established atPlan (MICP), and the beginning of the year. We also report amounts earned under our LTIP cash awards in the three-year period ending on December 31 of the year reported in Column (g) of the table.20172023 annual incentive bonuspayouts and the amount earned under the 2015-20172021-2023 cash LTIP and reported for each NEO:2017 Annual Incentive Payout
($)2015-2017 LTIP Payout
($)Ms. Hewson 5,072,300 3,245,760 Mr. Tanner 1,881,000 1,163,547 Mr. Bennett 1,388,900 724,500 Mr. Carvalho 1,388,900 869,400 Ms. Lavan 1,291,500 753,480 2018 Proxy Statement 492023 Annual
Incentive Payout2021-2023
LTIP Payout($) ($) Mr. Taiclet 4,191,900 2,464,000 Mr. Malave* 1,434,500 — Mr. St. John 1,946,700 968,000 Mr. Cahill 1,441,800 316,800 Mr. Ulmer 1,441,800 704,000 Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))Reports the present value of the change in pension benefit for the NEO for the year reported (for example, from December 31, 2016 to December 31, 2017) and is not the amount that will be paid to the NEO.disclosure is basedincrease in present value for 2023 was primarily driven by a decrease in the discount rate used in the present value calculation. This column also reports above-market earnings on compensation that was deferred before 2009 by the NEOs under the Interest Investment Option of our Deferred Management Incentive Compensation Plan as follows: for 2023: Mr. Ulmer: $10; 2022: Mr. Ulmer: $5; and for 2021: none. See “Nonqualified Deferred Compensation” for additional information on the Corporation’s final average compensation formulaInterest Investment Option, which was closed to new deferrals and transfers from other investment options in its defined benefit plan which multiplies a percentage (1.25% of compensation below the social security wage base and 1.5% above that level) times years of service times the average of the employee’s highest three years of compensation in the last ten years ending with 2015. This is the same formula used for all participants accruing a pension benefit in 2017; none of the NEOs (including Ms. Hewson) has been credited with any extra years of service or provided a benefit from a special or enhanced formula. Under a three-year final average compensation formula, increasing service, age and compensation will result in an increase in the earned benefit. Prior to 2016, when an employee received a compensation increase, the three-year average compensation that went into the formula would likewise increase. In the past, the impact of that increase in the average would have been greater with a longer service employee because the pension formula multiplies the now-higher average compensation by years of service. Effective January 1, 2016, the pay element of the pension calculation was frozen. With pay no longer a factor, any increase in a NEO’s pension benefit is based on service alone. The year-over-year value is also affected by the changes in interest rate and life expectancy (longevity) assumptions.The Summary Compensation Table uses the same interest rate and longevity assumptions that we use to report pension liabilities for all pension plan participants in our financial statements. These assumptions are updated annually for the year-end measurements of our pension plans. 2009.for 2017, 2016 and 2015 used a discount rate of 3.625%, 4.125% and 4.375%, respectively, asin the interest rate. In October 2017, 2016, and 2015, the Society of Actuaries published revised longevity assumptions that refined its publication beginning in 2014. We used the revised assumptions indicating a shortened longevity compared with each prior year.All Other Compensation (Column (i))PerquisitesAll Other Compensation column represent perquisites and other personal benefits provided to the NEOs in 2017 included:2023 including: security; relocation benefits (when applicable); annual executive physicals; business association expenses;home office support; use of corporate aircraft for personal travel;travel and other related expenses; and travel and other expenses for a family member accompanying the NEO while on business travel. Not all of the listed perquisites or personal benefits were provided to each NEO. In addition, the CorporationCompany made available event tickets and a company-providedCompany-provided car and driver for personal commuting to some of the NEOs in 2023 and may provide event tickets from time to time, but requiredrequires the NEOs to reimburse the CorporationCompany for the incremental cost to the Corporation in 2017Company of such items. The cost of any category of the listed perquisites and personal benefits in 2023 did not exceed the greater of $25,000 or 10% of total perquisites and personal benefits for any NEO, except for: (i) security for Ms. Hewson ($138,731);Mr. Taiclet $100,335 and Mr. St. John $48,734; (ii) personal use of the corporate aircraft for Ms. Hewson ($300,326);Mr. Taiclet $1,072,901; Mr. St. John $326,102 and Mr. Ulmer $119,109; and (iii) relocation expenses for Mr. Tanner ($35,272); for Mr. Bennett ($142,404); and for Mr. Carvalho ($47,720); and (iii) travel for a family member accompanying the NEO while on business travel for Mr. Carvalho ($32,268). The incrementalCahill $419,114. Incremental cost for use of corporate aircraft for personal travel was calculated based on the totalcosts associated with personal travel flight hours multiplied by the estimated hourly aircraft operating costs for 2017flights (including fuel, landing and parking fees, incremental maintenance costs, staff travel expenses, catering and other variable costs, but excluding fixed capital costs for the aircraft, Company hangar facilities and staff salaries).Corporation’sCompany’s personnel. Given the nature of our business, additional security may be provided for travel in high-risk areas or to address particular situations. We believe that providing personal security in response to concerns arising out of employment by the CorporationCompany is business-related.(i) also containsinclude the items of compensation listed in the following table. All items are paid under broad-based programs for U.S. salaried employees except for the tax assistance and the match or Company contributions to the Company’s nonqualified defined contribution plans (the Lockheed Martin Corporation Supplemental Savings Plan (NQSSP) and the Lockheed Martin Corporation Non-qualifiedNonqualified Capital Accumulation Plan (NCAP) (together, the Nonqualified Defined Contribution Plans) match or Corporation contributions. Items). Amounts under Matching Gift Programs include matching contributions made to eligible universities, colleges and other non-profit organizations under the Corporation’sCompany’s matching gift programs generally available to all employees. Listed amounts mayemployees and include contributions to be made in 20182024 to match 20172023 executive contributions.50 www.lockheedmartin.com/investor
Health Savings Accounts reflect the Company’s annual contribution to the health savings accounts of ContentsExecutive CompensationOther Itemsall employees who have a high-deductible health insurance plan and additional wellness incentives available to all enrolled employees and spouses for completing specific wellness actions. Amounts under Term Life Insurance Opt-Out Credit reflect cash payments made to NEOs who opt out of Compensation Includedthe Company’s broad-based employee term life insurance program, which option is available to all salaried employees of the Company. As permitted by the disclosure regulations, the premium cost for the NEOs’ participation in “All Other Compensation” Column (i)Name Tax Assistance for
Business-Related Items
($) Corporation Contributions
to Qualified Defined
Contribution Plans
($) Corporation Contributions
to Nonqualified Defined
Contribution Plans
($) Group Life
Insurance
($) Matching Gift
Programs
($)Ms. Hewson 88,546 9,189 94,005 15,438 1,600 Mr. Tanner 4,277 9,190 51,688 9,749 1,000 Mr. Bennett 3,561 9,189 42,866 12,747 10,000 Mr. Carvalho 38,255 11,400 40,017 8,305 0 Ms. Lavan 2,570 9,635 38,751 7,685 11,600 2017,2023, the CorporationCompany provided tax assistance on business-related items associated with taxable business associationsecurity expenses, securityrelocation related expenses, non-resident state income taxes onincurred because of business travel, and travel expenses for a family member accompanying the NEO while on business travel.*Total Without Change in Pension ValueThe separate column labeled “Total Without Change in Pension Value” shows total compensation as requiredtravel determined to be disclosed by the SEC in column (j) less the amount shown in Change in Pension Value and Nonqualified Deferred Compensation Earnings in column (h). Webusiness travel for tax purposes. Tax assistance was provided this columnfor these items because the associated tax liability imposed on the executive would not have been incurred unless business reasons required the items to be provided or the executive to travel to the non-resident state. For Mr. Taiclet the total tax assistance amount reported for 2023 included a payment of $42,884 attributable to non-resident income taxes, which was incurred as a result of business travel to a state other than his state of residence. For Mr. Cahill and Mr. Malave, the total tax assistance amount reported for 2023 included $156,475 and $11,359, respectively, associated with relocation expenses incurred pursuant to our relocation policy.61 2024 Proxy Statement column (h) for Change in Pension Value is not current compensation“All Other Compensation” ColumnTax Assistance
for Business-
Related ItemsCompany
Contributions to
Qualified Defined
Contribution PlansCompany
Contributions to
Nonqualified Defined
Contribution PlansCompany
Contributions to
Health Savings
AccountsTerm Life
Insurance
Opt-Out CreditMatching Gift
ProgramsName ($) ($) ($) ($) ($) ($) Mr. Taiclet 44,741 23,550 151,550 — — — Mr. Malave 23,424 28,800 69,681 1,000 — — Mr. St. John 8,916 23,400 79,081 1,000 2,544 1,000 Mr. Cahill 173,084 23,400 75,581 1,800 — 1,000 Mr. Ulmer 5,531 27,300 71,681 1,000 — 1,000 represents the present valueTablesan estimated stream of payments to be made following retirement. Plan-Based AwardsGrant
DateAward
TypeThreshold Target Maximum Threshold Target Maximum Name ($) ($) ($) (#) (#) (#) (#) ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (l) James D. Taiclet — MICP 232,883 3,326,900 6,653,800 — — — — — 2/22/2023 RSU — — — — — — 10,009 4,778,797 — LTIP 200,000 3,200,000 6,400,000 — — — — — 2/22/2023 PSU — — — 1,043 16,684 33,368 — 8,229,884 Jesus Malave — MICP 79,695 1,138,500 2,277,000 — — — — — 2/22/2023 RSU — — — — — — 3,128 1,493,464 — LTIP 62,500 1,000,000 2,000,000 — — — — — 2/22/2023 PSU — — — 326 5,214 10,428 — 2,571,962 Frank A. St. John — MICP 108,150 1,545,000 3,090,000 — — — — — 2/22/2023 RSU — — — — — — 3,910 1,866,830 — LTIP 78,125 1,250,000 2,500,000 — — — — — 2/22/2023 PSU — — — 408 6,517 13,034 — 3,214,722 Timothy S. Cahill — MICP 80,098 1,144,250 2,288,500 — — — — — 2/22/2023 RSU — — — — — — 2,627 1,254,261 — LTIP 52,500 840,000 1,680,000 — — — — — 2/22/2023 PSU — — — 274 4,380 8,760 — 2,160,566 Gregory M. Ulmer — MICP 80,098 1,144,250 2,288,500 — — — — — 2/22/2023 RSU — — — — — — 2,627 1,254,261 — LTIP 52,500 840,000 1,680,000 — — — — — 2/22/2023 PSU — — — 274 4,380 8,760 — 2,160,566 methodology used to report the Change in Pension Value underapplicable accounting rules is sensitive to assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are outside of the control of the Compensation Committee. The amounts shown in the separate column are not a substitute for the amounts reported in the Total column, and differ substantially from the amounts reported in the Total column for several reasons.2018 Proxy Statement 51Executive Compensation
Under Non-Equity Incentive
Plan Awards
Under Equity Incentive
Plan AwardsGrant Date
Fair Value
of Stock
Awards
($)Name Grant
DateAward
TypeThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)(a) (b) (c) (d) (e) (f) (g) (h) (l) Marillyn A. Hewson - MICP 207,638 2,966,250 5,932,500 - - - 0 1/26/2017 RSU - - - 0 14,003 14,003 3,563,904 - LTIP 148,500 2,376,000 4,752,000 - - - 0 1/26/2017 PSU - - - 1,459 22,819 45,638 5,940,349 Bruce L. Tanner - MICP 77,000 1,100,000 2,200,000 - - - 0 1/26/2017 RSU - - - 0 4,950 4,950 1,259,825 - LTIP 52,500 840,000 1,680,000 - - - 0 1/26/2017 PSU - - - 516 8,068 16,136 2,100,296 Dale P. Bennett - MICP 56,858 812,250 1,624,500 - - - 0 1/26/2017 RSU - - - 0 3,948 3,948 1,004,805 - LTIP 41,875 670,000 1,340,000 - - - 0 1/26/2017 PSU - - - 412 6,436 12,872 1,675,452 Orlando P. Carvalho - MICP 56,858 812,250 1,624,500 - - - 0 1/26/2017 RSU - - - 0 3,948 3,948 1,004,805 - LTIP 41,875 670,000 1,340,000 - - - 0 1/26/2017 PSU - - - 412 6,436 12,872 1,675,452 Maryanne R. Lavan - MICP 52,868 755,250 1,510,500 - - - 0 1/26/2017 RSU - - - 0 3,182 3,182 809,851 - LTIP 33,750 540,000 1,080,000 - - - 0 1/26/2017 PSU - - - 332 5,187 10,374 1,350,310 Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Columns (c), (d) and (e))Includes20172023 and LTIP grants for the 2017-20192023-2025 performance period ending December 31, 2019.“2017“2023 Annual Incentive” on page 38.in the CD&A. The threshold, or minimum amount payable (assuming an award is earned), is 7% of target while the maximum is 200% of target.“2017“2023 Long-Term Incentive Compensation” on page 40.in the CD&A. The threshold is the minimum amount payable for a specified level of performance stated in the LTIP award agreement. For the 2017-20192023-2025 award, the threshold amountpayableamount payable is 6.25% of the target award. The maximum award payable under the LTIP award is 200% of target value. Awards are subject to forfeiture upon termination of employment prior to the end of the performance cycle,period, except in the event of retirement death, disability, divestiture or layoff. Iflayoff occurring after six months from the date of grant or in the event of death, disability, or divestiture occurs prior todivestiture. In any of these events, LTIP awards are paid at the end of the performance period LTIP awards are prorated. If the employee retires or is laid off after July 26, 2017, but prior to the end of the performance period, the LTIP awards are prorated.on a2024 Proxy Statement 62 2017-20192023-2025 LTIP awards vest at the target amount upon involuntary termination without cause or voluntary termination with good reason or if the successor does not assume the LTIP awards.52 www.lockheedmartin.com/investorExecutive CompensationEstimated Future Payouts Under Equity Incentive Plan Awards (Columns (f), (g) and (h))Shows(2)The amounts reported in the number of RSUs granted by the Compensation Committee on January 26, 2017. The RSU grants made to the NEOs were subject to forfeiture to the extent the valueEstimated Future Payouts Under Equity Incentive Plan Awards columns of the RSUs granted to a recipient on the award date was greater than 0.2%table include PSU awards for the CEO and 0.1% for each of the other NEOs of 2017 Performance Cash. Based on 2017 Performance Cash, none of the RSUs were forfeited. The RSUs vest2023-2025 performance period ending December 31, 2025. PSU awards typically have a three-year vesting period ending on the third anniversary of the date of grant or upon death or disability. The 2017 RSUs are prorated upon divestiture if not assumed by(i.e., February 22, 2026 for the successor. Following a change in control, the RSUs vest upon involuntary termination without cause or voluntary termination for good reason or if the successor does not assume the RSUs. If the employee retires or is laid off after July 26, 2017, but prior to the third anniversary of the date of grant, the RSUs become nonforfeitable and are paid at the end of the vesting period. During the vesting period, deferred dividend equivalents are accrued and subject to the same vesting schedule as the underlying RSUs.February 22, 2023 grants). At the end of the vesting period, the RSUs are paid in shares of stock and the accrued dividend equivalents are paid in cash. If any tax withholding is required on the 2017 RSUs or accrued dividend equivalents during the vesting period (for example, on account of retirement eligibility), the RSUs provide for accelerated vesting of the number of shares or accrued dividend equivalents required to satisfy the tax withholding. The award is then reduced either by the number of shares or by the amount of accrued dividend equivalents subject to acceleration ofvesting for tax withholding. The table includes PSU awards for the 2017-2019 period ending December 31, 2019. At the end of the three-year vesting period, which ends on the third anniversary of the date of grant, the amount earned is payable in shares of stock and cash representing deferred dividend equivalents accrued on the earned shares during the three-year performance period. AwardsPSU awards are subject to forfeiture upon termination of employment prior to the end of the vesting period, except in the event of termination following retirement or layoff occurring after July 26, 2017,six months from the date of grant or in the event of death, disability or divestiture. In any of these events, PSU awards are paid out at the end of the vesting period on a prorated basis. Following a change in control, the PSUs vest at the target amount upon involuntary termination without cause or voluntary termination with good reason or if the successor does not assume the PSUs.on page 41.in the CD&A. If performance falls below the threshold level of performance, for a metric, no shares would be earned with respect to that metric.earned. Assuming any payment is earned, the minimum amount payable under the PSU award is 25%6.25% of the target shares, attributable to ROIC or Performance Cash, the lowest level payable under any of these metrics. The maximum number of shares payable under the PSU is 200% of the number of target shares.Grant Date Fair Value of Stock Awards (Column (1))Represents2017,2023, disregarding potential forfeitures based on service requirements.20172023 RSU grant is $254.51$477.45 per RSU, which is based onrepresents the closing price of one share of our common stock on the date of grant, discounted to take into account the deferred dividend equivalents accrued until vesting.$266.41$509.11 for the Relative TSR portion of the award is determined using a Monte Carlo simulation model. The grant date fair value of $254.51$477.45 for the PerformanceFree Cash Flow and ROIC portions of the awards is based on the closing price of one share of our stock on the date of grant, discounted to take into account the deferred dividend equivalents accrued until vesting.63 20182024 Proxy Statement 53Executive Compensation20172023 Fiscal Year-End
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Exercise
Price
($)
Expiration
Date
of Shares
or Units of
Stock That
Have Not
Vested1
(#)
of Shares or
Units of Stock
That Have
Not Vested2
($)
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested3
(#)
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested4
($)(a) (b) (e) (f) (g) (h) (i) (j) Marillyn A. Hewson 82,935 82.01 1/28/2022 14,003 5 4,495,663 22,819 6 7,326,041 59,434 79.60 1/29/2021 16,005 7 5,138,405 48,318 8 15,512,495 - - - 16,679 9 5,354,793 - - - - - 42,745 10 13,723,282 - - Bruce L. Tanner 97,213 82.01 1/28/2022 4,950 5 1,589,198 8,068 6 2,590,231 64,531 79.60 1/29/2021 5,570 7 1,788,249 16,819 8 5,399,740 55,000 74.89 1/31/2020 5,979 9 1,919,558 - - - - - 15,324 10 4,919,770 - - Dale P. Bennett - - - 3,948 5 1,267,505 6,436 6 2,066,277 - - - 4,638 7 1,489,030 13,908 8 4,465,163 - - - 3,748 9 1,203,295 - - - - - 9,541 10 3,063,138 - - Orlando P. Carvalho 29,705 82.01 1/28/2022 3,948 5 1,267,505 6,436 6 2,066,277 20,466 79.60 1/29/2021 4,638 7 1,489,030 13,908 8 4,465,163 15,300 74.89 1/31/2020 4,497 9 1,443,762 - - - - - 11,451 10 3,676,343 - - Maryanne R. Lavan - - - 3,182 5 1,021,581 5,187 6 1,665,286 - - - 3,690 7 1,184,675 11,144 8 3,577,781 - - - 3,871 9 1,242,785 - - - - - 9,924 10 3,186,100 - - Stock Awards Grant Date Award Type Name (#) ($) (#) ($) (a) (g) (h) (i) (j) James D. Taiclet 2/25/2021 RSU 12,291 5,570,773 — — 2/25/2021 PSU 18,030 8,171,917 — — 2/23/2022 RSU 11,571 5,244,440 — — 2/23/2022 PSU — — 24,918 11,293,834 2/22/2023 RSU 10,009 4,536,479 — 2/22/2023 PSU — — 10,845 4,915,388 Jesus Malave 2/23/2022 RSU 6,171 2,796,944 — — 2/23/2022 PSU — 13,290 6,023,560 2/22/2023 RSU 3,128 1,417,735 — — 2/22/2023 PSU — — 3,390 1,536,484 Frank A. St. John 2/25/2021 RSU 4,629 2,098,048 — — 2/25/2021 PSU 7,084 3,210,752 — — 2/23/2022 RSU 4,509 2,043,659 — — 2/23/2022 PSU — — 9,968 4,517,896 2/22/2023 RSU 3,864 1,751,319 — — 2/22/2023 PSU — — 4,237 1,920,378 Timothy S. Cahill 2/25/2021 RSU 1,515 686,659 — — 2/25/2021 PSU 2,319 1,051,064 — — 2/23/2022 RSU 1,507 683,033 — — 2/23/2022 PSU — — 3,325 1,507,023 2/22/2023 RSU 2,599 1,177,971 — — 2/22/2023 PSU — — 2,847 1,290,374 Gregory M. Ulmer 2/25/2021 RSU 3,380 1,531,951 — — 2/25/2021 PSU 5,153 2,335,546 — — 2/23/2022 RSU 3,013 1,365,612 — — 2/23/2022 PSU — — 6,647 3,012,686 2/22/2023 RSU 2,599 1,177,971 — — 2/22/2023 PSU — — 2,847 1,290,374 (1)We reported RSUs granted in January 2017 as equity incentive awards in columns (f) through (h) of the “2017 Grants of Plan-Based Awards” table because there was the potential for forfeiture based on failure to achieve the performance metrics specified in the award agreements. For this table, we reported the January 2017 RSUs in columns (g) and (h) because the performance feature of the RSU grants was satisfied at the end of 2017. This column also includes PSUs granted on January 29, 2015 for the 2015-2017 performance period. The vesting period for the PSUs ended on January 29, 2018 and the performance period ended on December 31, 2017. The number of shares shown in column (g) for the 2015-2017 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.64 (2)The market value shown in column (h) is calculated by multiplying the number of shares shown in column (g) by the December 29, 2017 per share closing price of our stock ($321.05). NEOs also receive a cash payment for deferred dividend equivalents accrued through vesting.(3)Represents PSUs granted on January 26, 2017 for the 2017-2019 performance period and on January 28, 2016 for the 2016-2018 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, 2017), the estimated level of performance as of December 31, 2017. 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.(4)The market value shown in column (j) is calculated by multiplying the number of PSUs reported in column (i) by the December 29, 2017 per share closing price of our stock ($321.05).(5)Represents RSUs granted on January 26, 2017, which vest January 26, 2020, except that vesting may occur earlier as described in the “2017 Grants of Plan-Based Awards” table.(6)Represents PSUs granted on January 26, 2017 and which are earned over a three-year period but provide for pro rata payments for certain terminations as described in the “2017 Grants of Plan-Based Awards” table.(7)Represents RSUs granted on January 28, 2016, which vest on January 28, 2019, except that vesting may occur earlier as described in the “2017 Grants of Plan-Based Awards” table.(8)Represents PSUs granted on January 28, 2016 and which are earned over a three-year period but provide for pro rata payments for certain terminations as described in the “2017 Grants of Plan-Based Awards” table.(9)Represents RSUs granted on January 29, 2015, which vested on January 29, 2018.(10)Represents PSUs granted on January 29, 2015, which vested on January 29, 2018.54 www.lockheedmartin.com/investorExecutive CompensationOption Exercises and Stock Vested During 2017
Acquired on Exercise
(#)
on Exercise1
($)
Acquired on Vesting2
(#)
on Vesting3
($)(a) (b) (c) (d) (e) Marillyn A. Hewson - - 77,453 19,635,458 Bruce L. Tanner 49,700 11,107,319 28,116 7,127,798 Dale P. Bennett - - 17,081 4,330,311 Orlando P. Carvalho - - 20,938 5,308,060 Maryanne R. Lavan - - 18,444 4,675,813 (1)Value realized was calculated based on the difference between the aggregate exercise price of the options and the weighted average sale price per share on the date of exercise and sale.(2)Vesting on January 27, 2017 of RSUs and PSUs granted on January 27, 2014 following the three-year vesting period and accelerated vesting on January 26, 2017 of a portion of RSUs granted on January 28, 2016 equal to the value of the tax withholding obligation due upon retirement-eligibility of the NEO and following the Board’s certification of the one-year performance goal based on the per share closing price on the date of vesting. Represents aggregate number of shares vested prior to disposition of shares to the Corporation to satisfy tax withholding obligation.(3)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 27, 2017, $253.50 and January 26, 2017, $254.97).2017 2023Stock Awards Name (#) ($) (a) (d) (e) James D. Taiclet 38,016 17,889,189 Jesus Malave 10,286 4,927,817 Frank A. St. John 12,511 5,994,059 Timothy S. Cahill 4,181 2,004,051 Gregory M. Ulmer 1,580 756,750 During 2017, theparticipated in(except Mr. Taiclet and Mr. Malave) have frozen benefits under (1) the Lockheed Martin Corporation Salaried Employee Retirement Program (LMRP), which is a combination oftax-qualified plan that includes several prior plans (collectively,(the Prior Plans), and (2) the “Prior Plan”)Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan (Supplemental Pension), which is a restorative plan that provides benefits in excess of the benefit payable under IRS rules through the LMRP. These plans were frozen in two steps. Increases in compensation ceased to be taken into account effective January 1, 2016 and increases in service ceased to be taken into account effective January 1, 2020.salaried employees with some protected benefits.The calculation of retirement benefitsall participants under the LMRP is determined by a final average compensation formula that takes into accountmultiplies (x) a percentage (1.25% of compensation below the participant’ssocial security wage base and 1.5% above that level) times (y) years of credited service andending with 2019 times (z) the average compensation forof the employee’s highest three years of compensation in the last ten years of employment ending with 2015. Average compensation includes the NEO’s base salary and annual incentive bonuses.payouts. None of the NEOs must have either fivehas been credited with any extra years of service or be actively employed by the Corporation at age 65 to vest in the LMRP.provided a benefit from a special or enhanced formula. Normal retirement age is 65; however, benefits are payable as early as age 55 at a reduced amount or without reduction for early retirement at age 60. Benefits are payable as a monthly annuity for the lifetime of the employee, as a joint and survivor annuity, as a life annuity with a five- or ten-year guarantee, or as a level income annuity.The calculationunderfor certain NEOs may be calculated based on the formulas specified by the Prior Plan is based onPlans. The Prior Plans have a number of formulas, some of which take into account the participant’s years of credited service and pay over the career of the NEO.NEO as of a specified date. Certain other formulas in the Prior PlanPlans are based upon the final average compensation and credited service of the employee.employee as of a specified date. Pay under certain formulas in the Prior Plan currently includesPlans included salary, commissions, overtime, shift differential, lump sum pay in lieu of a salary increase and annual incentive bonusespayouts awarded that year, and pre-tax employee contributions. A portion of the pension benefits for Mr. Tanner was earned under the Prior Plan.2017 under the LMRP.During 2017, the NEOs also participated in the Lockheed Martin Corporation2023.Retirement Plan (Supplemental Pension), which is a restorative plan and provides benefits in excess of the benefit payable under IRS rules through the LMRP, our tax-qualified plan (see the footnote to column (d) to the “2017 Pension Benefits” table on page 56).In July 2014, the Corporation announced that the LMRP will be frozen in two steps. Increases in compensation are no longer taken into account effective January 1, 2016. Increases in service will no longer be taken into account effective January 1, 2020. This change in plan structure also carries over to the Supplemental Pension benefit accruals available to the NEOs. Retirement benefits earned thereafter will be paid through defined contribution plans. As part of the transition to paying retirement benefits from defined contribution plans, beginning in 2016 eligible salaried employees (including the NEOs) receive a 2% Corporation contribution to the Lockheed Martin Corporation Salaried Savings Plan. The NEOs continue to receive the 2% Corporation contribution in the NCAP after reaching the Internal Revenue Code limitation for this contribution in the qualified plan. This contribution will increase to 6% beginning in 2020. Employees (none of which are NEOs) hired after January 1, 2006 do not participate in the LMRP and already receive the 6% contribution.2018 Proxy Statement 55Executive Compensation2017 Pension BenefitsName Plan Name Number of Years
Credited Service
(#) Present Value of
Accumulated
Benefit
($)
During Last
Fiscal Year
($)(a) (b) (c) (d) (e) Marillyn A. Hewson Lockheed Martin Corporation Salaried Employee Retirement Program 35.1 2,002,129 0 Lockheed Martin Corporation Supplemental Retirement Plan - 48,810,253 0 Bruce L. Tanner Lockheed Martin Corporation Salaried Employee Retirement Program 35.1 1,907,182 0 Lockheed Martin Corporation Supplemental Retirement Plan - 17,639,101 0 Dale P. Bennett Lockheed Martin Corporation Salaried Employee Retirement Program 36.6 2,071,535 0 Lockheed Martin Corporation Supplemental Retirement Plan - 12,694,683 0 Orlando P. Carvalho Lockheed Martin Corporation Salaried Employee Retirement Program 37.5 2,098,578 0 Lockheed Martin Corporation Supplemental Retirement Plan - 14,638,144 0 Maryanne R. Lavan Lockheed Martin Corporation Salaried Employee Retirement Program 27.8 1,634,163 0 Lockheed Martin Corporation Supplemental Retirement Plan - 10,916,539 0 Plan Name (Column (b))The Lockheed Martin Corporation Supplemental Retirement Plan (Supplemental Pension) uses the same formula for benefits as the tax-qualified plan uses for calculating the NEO’s benefit. Although all service recognized under the tax-qualified plan is recognized under the Supplemental Pension, a benefit would behave been earned undertheunder the Supplemental Pension only in years when the NEO’s total accrued benefit would exceedhave exceeded the maximum allowable benefit accrued under the tax-qualified plan. The Supplemental Pension benefits are payable in the same formforms as benefits are paid under the LMRP, except Mr. Cahill may elect a lump sum payments are available underpayment of his Supplemental Pension benefits due to his initial date of participation.65 2024 Proxy Statement Name Plan Name (#) ($) ($) (a) (b) (c) (d) (e) James D. Taiclet Lockheed Martin Corporation Salaried Employee Retirement Program — — — Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan — — — Jesus Malave Lockheed Martin Corporation Salaried Employee Retirement Program — — — Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan — — — Frank A. St. John Lockheed Martin Corporation Salaried Employee Retirement Program 32.6 1,456,855 — Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan — 3,450,340 — Timothy S. Cahill Lockheed Martin Corporation Salaried Employee Retirement Program 25.1 1,193,623 — Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan — 2,022,608 — Gregory M. Ulmer Lockheed Martin Corporation Salaried Employee Retirement Program 24.7 1,290,080 — Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan — 953,103 — Supplemental Pension.Present Value of Accumulated Benefit (Column (d)) (d) were computed using the same assumptions we used to account for pension liabilities in our financial statements and as described in Note 11 to our financial statements contained in our 20172023 Annual Report, except that theReport. The amounts were calculated based on benefits commencing at age 60 (or current age if greater). We used these ages rather than the plan’s normal retirement age of 65 because an employee may commence receiving pension benefits at age 60 without any reduction for early commencement. A portion of Mr. Tanner’s benefit was earned under the Prior Plan that applies a reduction for early commencement at age 60. The amounts shown for Mr. Tanner reflect the reduction for early commencement of thebenefit. Amounts paid under our plans use assumptions contained in the plans and may be different than those used for financial statement reporting purposes. Only the benefit payableIf a NEO is eligible to elect a lump sum payment under the Supplemental Pension, is payable in the form of a lump sum. If a NEO elected a lump sum payment, the amount of the lump sum would be based on plan assumptions and not the assumptions used for financial statement reporting purposes. As a result, the actual lump sum payment would be an amount different than what is reported in this table. The age of the NEO at retirement would also impact the size of the lump sum payment. The amount using plan assumptions is shown on the “Potential Payments Upon Termination or Change in Control” table.56 www.lockheedmartin.com/investorExecutive Compensation2017 Participants401(k)defined contribution plan may elect to defer up to 40% of base salary on a pre-tax, Roth, and/or after-tax basis. In addition, we make a matching contribution equal to 50% of up to the first 8% of base salary contributed by the participant.participant plus a nonelective contribution equal to 6% of the participant’s base pay. Employee and CorporationCompany matching contributions in excess of the Internal Revenue Code limitations may be contributed to a nonqualified defined contribution plan called the NQSSPLockheed Martin Corporation Supplemental Savings Plan (NQSSP) on a pre-tax basis at the election of the NEO. In 2016, weWe also began making Corporationmake Company nonelective contributions in excess of the Internal Revenue Code limitations to a nonqualified defined contribution excess plan called the NCAPLockheed Martin Corporation Nonqualified Capital Accumulation Plan (NCAP) equal to 2%6% of the NEO’s base salary. Employee contributions and Company matching and Corporationnonelective contributions to the plans are nonforfeitable at all times. NQSSP and NCAP contributions are credited with earnings or losses as appropriate, based on the investment option or options in which the account has been invested, as elected by the participant. Each of the NQSSP and NCAP investment options is available under our tax-qualified 401(k)defined contribution plan for salaried employees. The NQSSP and NCAP provide for payment following termination of employment in a lump sum or up to 25 annual installments at the participant’s election. All amounts accumulated and unpaid under the NQSSP and NCAP must be paid in a lump sum within 15 calendar days following a change in control.bonusespayouts and LTIP awards. NEOs may elect any of the investment funds available in the NQSSP (with the exception of the Company Stock Fund) orand two investment alternatives available only under the DMICP for crediting earnings (losses). Under the DMICP Company Stock Investment Option, earnings (losses) on deferred amounts will accrue at a rate that tracks the performance of our common stock, including reinvestment of dividends. Under the DMICP Interest Investment Option, earnings accrue at a rate equivalent to the then published rate for computing the present value of future benefits under Cost Accounting Standards 415, Deferred Compensation (CAS 415 rate). The Interest Investment Option was closed to new deferrals and transfers from other investment options effective July 1, 2009.Amounts credited to the Stock Investment Option may not be reallocated to other options. In addition, Stock Investment Option deferralsoptions and will be paid in shares of our common2024 Proxy Statement 66 2018 Proxy Statement 57Executive Compensation2017 Nonqualified Deferred CompensationThisThe following table reports compensation earned by the NEOs and deferred under NQSSP, NCAP and DMICP.Aggregate
Earnings in
Last FYAggregate
Withdrawals/
Distributions in Last FYName ($) ($) ($) ($) ($) (a) (b) (c) (d) (e) (f) James D. Taiclet NQSSP 397,740 66,290 91,163 — 1,482,261 NCAP — 85,260 24,932 — 314,698 DMICP — — — — — TOTAL 397,740 151,550 116,096 — 1,796,959 Jesus Malave NQSSP 75,981 30,392 5,217 — 111,591 NCAP — 39,289 6,768 — 79,919 DMICP 562,148 — 61,842 — 623,990 TOTAL 638,129 69,681 73,827 — 815,499 Frank A. St. John NQSSP 233,702 37,392 287,628 — 2,277,255 NCAP — 41,688 28,276 — 232,311 DMICP — — 857,047 — 6,504,965 TOTAL 233,702 79,081 1,172,951 — 9,014,530 Timothy S. Cahill NQSSP 269,942 35,992 576,147 — 3,821,161 NCAP — 39,589 14,244 — 135,450 DMICP 440,194 — 1,591,244 — 13,420,258 TOTAL 710,136 75,581 2,181,635 — 17,376,869 Gregory M. Ulmer NQSSP 96,277 32,092 146,587 — 1,280,222 NCAP — 39,589 13,689 — 154,734 DMICP — — 438,821 — 3,554,219 TOTAL 96,277 71,681 599,098 — 4,989,175 NQSSP is a nonqualified 401(k) plan with a match on a portion ofamounts reported in the salary deferral. The NCAP is a nonqualified defined contribution excess plan with Corporation contributions. The DMICP is a nonqualified deferred compensation plan through which participants may defer two types of compensation:●Annual incentive bonus (DMICP (Bonus)).●Amounts payable under our LTIP program (DMICP (LTIP)).Name Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings in
Last FY
($) Aggregate
Balance at
Last FYE
($)(a) (b) (c) (d) (f) Marillyn A. Hewson NQSSP 326,615 65,007 953,320 5,346,620 NCAP - 28,998 4,494 60,839 DMICP (Bonus) 0 - 3,882,488 26,501,813 DMICP (LTIP) 0 - 2,284,851 15,407,474 TOTAL 326,615 94,005 7,125,153 47,316,746 Bruce L. Tanner NQSSP 229,970 36,795 1,063,517 5,657,630 NCAP - 14,893 2,517 31,295 DMICP (Bonus) 868,340 - 581,950 3,266,410 DMICP (LTIP) 1,045,100 - 117,420 1,162,520 TOTAL 2,143,410 51,688 1,765,404 10,117,855 Dale P. Bennett NQSSP 193,215 30,914 325,020 2,431,238 NCAP - 11,952 1,738 24,728 DMICP (Bonus) 682,159 - 1,133,568 6,442,229 DMICP (LTIP) 320,345 - 479,131 2,769,244 TOTAL 1,195,719 42,866 1,939,457 11,667,439 Orlando P. Carvalho NQSSP 84,196 28,065 6,936 119,197 NCAP - 11,952 1,982 25,010 DMICP (Bonus) 0 - 76,796 325,331 DMICP (LTIP) 0 - 0 0 TOTAL 84,196 40,017 85,714 469,538 Maryanne R. Lavan NQSSP 119,095 28,022 301,827 2,582,998 NCAP - 10,729 1,758 22,363 DMICP (Bonus) 24,122 - 412,462 1,723,326 DMICP (LTIP) 24,122 - 280,094 1,227,941 TOTAL 167,339 38,751 996,141 5,556,628 58 www.lockheedmartin.com/investorCompensationExecutive Contributions in Last Fiscal Year (Column (b))IncludesContributions in Last Fiscal Year2017,2023 and any deferrals to the DMICP of annual incentive bonus paid in 2017 for 2016 performance deferred to DMICP, and LTIP paidpayouts that were payable in 20172023 for the 2014-2016 performance period deferredperiods ending in 2022. Any deferrals to the DMICP.Registrant Contributions in Last Fiscal Year (Column (c))Includes CorporationDMICP of annual incentive and LTIP payouts for performance periods ending in 2023 are not credited until 2024, and are not included in the table.20172023 and CorporationCompany nonelective contributions made to the NCAP in 2017.2023. The NQSSP Company match and NCAP CorporationCompany nonelective contributions are also included in the All Other Compensation column (i) of the “Summary Compensation Table.”Aggregate Balance at Last Fiscal Year End (Column (f))following table lists the amountsamount of 2023 contributions and earnings reported as executive or registrant contributions in columns (b) and (c) of the “2017 Nonqualified Deferred Compensation”this table that areis also reported as compensation in theour “Summary Compensation Table” for 2017. These contributions consist of NEO2023 is for Mr. Taiclet: $549,290; Mr. Malave: $145,662; Mr. St. John: $312,783; Mr. Cahill: 345,523 and Corporation matching contributions made to the NQSSP and Corporation contributions made to the NCAP for serviceMr. Ulmer: $167,957. The amount in 2017. Contributions with respect to 2017 performance deferred in 2018 (annualincentive bonus and LTIP) are not included as these amounts are not credited until 2018, and are not included in column (f). The following table also lists the amounts reported in column (f) as part of the Aggregate“Aggregate Balance at Last FYE (2017) that isFiscal Year End” column reported as compensation for prior years in theour “Summary Compensation Table”Tables” for years beginning with 2006. For 2017, there were no earnings in excess of 120% of the applicable federal rate.Of Amount Reported in Column (f) Name Aggregate Balance
at December 31,
2017 in Column (f)
($) NEO and Corporation Contributions to
NQSSP and Corporation Contributions to NCAP
Reported in “Summary Compensation
Table” for 2017
($) Amount Reported in “Summary
Compensation Table” for Prior
Years
(Beginning with 2006)
($)Ms. Hewson 47,316,746 420,620 21,729,114 Mr. Tanner 10,117,855 281,657 5,479,341 Mr. Bennett 11,667,439 236,081 2,866,368 Mr. Carvalho 469,538 124,214 10,873 Ms. Lavan 5,556,628 157,847 637,094
prior to 2023 is for Mr. Taiclet: $1,143,135; Mr. Malave: $595,909; Mr. St. John: $2,329,906; Mr. Cahill: none and Mr. Ulmer: $166,667.67 20182024 Proxy Statement 59Executive Compensationtablechart below summarizes the benefits that become payable to a NEO at, following, or in connection with retirement, change in control, death, disability, layoff, divestitures,divestiture, termination or resignation under the terms of our benefit plans.SUMMARY OF PAYMENT TRIGGERSRetirement Change in Control Death/Disability/Layoff Termination/Resignation PENSION-QUALIFIED1Payment (at age 55 and five years of service or age 65) may be prorated based on year-end performance results for retirement during the year with six months of participation in the year. No provision. No provision. No payment will be made for termination/resignation during the year. RSUs For most awards, 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. PSUs & LTIP 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 and execution of a release of claims 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. 2024 Proxy Statement 68 Retirement –Change in Control Death/Disability/Layoff Termination/Resignation ChangeControl– No acceleration.Death/Disability/Layoff–control.Divestiture– No provisions; absent a negotiated transfer of liability to buyer, treated as retirement or termination. Termination/Resignation–SUPPLEMENTAL PENSION1Retirement–at later of age 55 or termination, same early commencement reductions applied as for Pension-Qualified.Change in Control– Lump sum.Death/Disability/Layoff– Annuity or lump sum at later of age 55 or termination, same provisions as Pension-Qualified for spousal waiver, disability, and layoff.Divestiture– No provisions; absent a negotiated transfer of liability to successor, treated as retirement or termination.Termination/Resignation– Annuity or lump sum, same early reductions applied as for Pension-Qualified.LTIP (2016-2018 and 2017-2019)Retirement/Death/Disability/Layoff– Prorated payment at the end of the three-year performance period for retirement, death, disability or layoff during that period, subject to six-month minimum service from date of grant for retirement and layoff.Change in Control– Immediate payment at target for change in control event occurring during performance cycle if not assumed by successor; immediate payment at target following involuntary termination without cause or voluntary termination with good reason within 24 months of change in control during performance cycle if award is assumed by successor.Divestiture2– Prorated payment at the end of the three-year performance period for divestiture during that period.Termination/Resignation– Forfeited if termination occurs prior to becoming retirement-eligible; termination on or after (i) age 55 and ten years of service or (ii) age 65 with at least six months of service during performance cycle is treated as retirement-eligible.RSUsRetirement– Continued vesting of RSUs and dividend equivalents subject to six-month minimum service from date of grant.Change in Control– Immediate vesting of RSUs and dividend equivalents 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.Death/Disability/Layoff– 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.Divestiture2– Immediate vesting of RSUs and dividend equivalents for 2015 grants. Unless assumed by the successor, 2016 and 2017 RSU grants 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.Termination/Resignation– Forfeit unvested RSUs and dividend equivalents if termination occurs prior to becoming retirement-eligible. Termination on or after (i) age 55 and ten years of service or (ii) age 65 with at least six months of service from date of grant is treated as retirement-eligible.60 www.lockheedmartin.com/investorExecutive CompensationPSUs (2016-2018 and 2017-2019)Retirement/Death/Disability/Layoff– Prorated payment of PSUs and dividend equivalents at the end of the three-year performance period forretirement, death, disability or layoff during that period subject to six-month minimum service from date of grant for retirement and layoff.Change in Control– Immediate vesting of PSUs and dividend equivalents at target if award is not assumed by successor. Immediate paymentat target following involuntary termination without cause or voluntary termination with good reason within 24 months of change in control ifassumed by successor.Divestiture2– Prorated payment of PSUs and dividend equivalents at the end of the three-year performance period for divestiture during that period.Termination/Resignation– Forfeit PSUs and dividend equivalents if termination occurs prior to becoming retirement-eligible; termination onor after (i) age 55 and ten years of service, or (ii) age 65 with at least six months of service from date of grant is treated as retirement-eligible.EXECUTIVE SEVERANCE PLANRetirement– No payment.Change in Control– No payment unless terminated.Death/Disability– No payment.Layoff– Payment of a lump sum amount equal to a multiple of salary, annual bonus equivalent, and health care continuation coverage cost plus outplacementservices 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.Divestiture– No payment.Termination/Resignation– No payment.ANNUAL INCENTIVE BONUS3Retirement– Payment may be prorated for retirement during the year with six months of participation in the year.Change in Control– No provision.Death/Disability– Payment may be prorated for death, disability or layoff during the year with three months of participation in the year.Layoff– No payment if payment is made under the Executive Severance Plan. Otherwise, payment may be prorated with six months ofparticipation in the year.Divestiture– No provision.Termination/Resignation– No payment will be made for termination/resignation during the year.DMICP4Retirement– Lump sum or installment payment in accordance with NEO elections.Change in Control– Immediate lump sum payment. Death/Disability/Layoff–Divestiture– Follows termination provisions.Termination/Resignation– Lump sum if termination is prior to age 55; after age 55, lump sum or installment payment in accordance with NEO elections.NCAP4Retirement– Lump sum or installment payments in accordance with NEO elections.Change in Control– Immediate lump sum payment.Death/Disability/Layoff–NCAP: Lump sum for death; for disability or layoff, lump sum or installment payments in accordance with NEO elections.Divestiture– Follows termination provisions. Termination/Resignation–(1)69 See “2017 Pension Benefits” table for present value of accumulated benefit.(2)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.(3)See “Compensation Discussion and Analysis” for discussion of annual incentive bonus payment calculation.(4)See “Aggregate Balance at Last FYE” column in “2017 Nonqualified Deferred Compensation” table for amounts payable.2018 Proxy Statement 61Executive CompensationPotential Payments Upon Termination or Change in Controllump sum payable under the Supplemental PensionExecutive Severance Plan that would be made for each NEO assuming a termination event had occurred on December 31, 2017.2023. Payments under other plans do not change as a result of the termination event, and quantification of those payments is found elsewhere in this Proxy Statement; benefits under plans available generally to salaried employees also are not included. The table shows amounts that would actually be paid on or shortly afterDecemberafter December 31, 20172023 on account of the trigger event. Amounts that are contingent upon future performance, continued vesting or already earned as of December 31, 20172023 are described and quantified in the footnotes following the table. Award agreements for the NEOs contain clawback provisions and post-employment restrictive covenants and tocovenants. To receive a supplemental severance benefit or favorable vesting of RSU, LTIP and PSU awards on layoff, an executive must execute a release of claims and, for the supplemental severance benefit, an agreement containing two-year post-employment non-compete and non-solicitation covenants.Name Retirement
($) Change
In Control
($) Death/
Disability
($) Layoff
($) Divestiture
($) Termination/
Resignation
($)Marillyn A. Hewson Supplemental Pension 46,615,029 46,615,029 46,615,029 46,615,029 46,615,029 46,615,029 LTIP 0 4,683,000 0 0 0 0 RSUs 0 15,660,993 15,660,993 0 5,694,711 0 PSUs 0 26,771,251 0 0 0 0 Executive Severance 0 0 0 13,966,604 0 0 TOTAL 46,615,029 93,730,273 62,276,022 60,581,633 52,309,740 46,615,029 Bruce L. Tanner Supplemental Pension 17,131,570 17,131,570 17,131,570 17,131,570 17,131,570 17,131,570 LTIP 0 1,643,000 0 0 0 0 RSUs 0 5,535,044 5,535,044 0 2,041,410 0 PSUs 0 9,464,078 0 0 0 0 Executive Severance 0 0 0 2,121,710 0 0 TOTAL 17,131,570 33,773,692 22,666,614 19,253,280 19,172,980 17,131,570 Dale P. Bennett Supplemental Pension 12,262,075 12,262,075 12,262,075 12,262,075 12,262,075 12,262,075 LTIP 0 1,334,000 0 0 0 0 RSUs 0 4,131,666 4,131,666 0 1,279,680 0 PSUs 0 7,013,861 0 0 0 0 Executive Severance 0 0 0 1,689,324 0 0 TOTAL 12,262,075 24,741,602 16,393,741 13,951,399 13,541,755 12,262,075 Orlando P. Carvalho Supplemental Pension 14,385,572 14,385,572 14,385,572 14,385,572 14,385,572 14,385,572 LTIP 0 1,334,000 0 0 0 0 RSUs 0 4,387,397 4,387,397 0 1,535,411 0 PSUs 0 7,462,159 0 0 0 0 Executive Severance 0 0 0 1,703,383 0 0 TOTAL 14,385,572 27,569,127 18,772,968 16,088,955 15,920,982 14,385,572 Maryanne R. Lavan Supplemental Pension 10,601,824 10,601,824 10,601,824 10,601,824 10,601,824 10,601,824 LTIP 0 1,072,000 0 0 0 0 RSUs 0 3,604,178 3,604,178 0 1,321,676 0 PSUs 0 6,164,946 0 0 0 0 Executive Severance 0 0 0 1,580,270 0 0 TOTAL 10,601,824 21,442,947 14,206,001 12,182,094 11,923,499 10,601,824 Termination/ResignationRetirement Change
In ControlDeath/
DisabilityLayoff Divestiture Name ($) ($) ($) ($) ($) ($) James D. Taiclet — 9,000,000 — — — — — 16,165,536 16,165,536 — 10,404,022 — — 26,945,585 — — — — — — — 15,273,194 — — TOTAL — 52,111,121 16,165,536 15,273,194 10,404,022 — Jesus Malave — 2,600,000 — — — — — 4,398,011 4,398,011 — 2,227,429 — — 7,330,805 — — — — — — — 2,195,168 — — TOTAL — 14,328,816 4,398,011 2,195,168 2,227,429 — Frank A. St. John — 3,550,000 — — — — — 6,204,230 6,204,230 — — — — 10,634,872 — — — — — — — 2,649,632 — — TOTAL — 20,389,102 6,204,230 2,649,632 — — Timothy S. Cahill — 1,600,000 — — — — — 2,666,465 2,666,465 — — — — 4,549,461 — — — — — — — 2,197,062 — — TOTAL — 8,815,926 2,666,465 2,197,062 — — Gregory M. Ulmer — 2,440,000 — — — — — 4,293,490 4,293,490 — — — — 7,344,684 — — — — — — — 2,201,317 — — TOTAL — 14,078,174 4,293,490 2,201,317 — — 2017.62 www.lockheedmartin.com/investor
2023.Executive CompensationSupplemental PensionThe Supplemental Pension lump sum value was calculated using plan assumptions and age of the executive as of December 31, 2017. 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, 2017, are a 4.00 percent discount rate (1.75 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 (1983 Group Annuity Mortality for benefits earned prior to 2005; and 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 “2017 Pension Benefits” or “Summary Compensation” tables or for financial reporting.Long-Term Incentive Performance Awards2016-20182022-2024 and 2017-20192023-2025 LTIP performance periods. For a trigger event based upon death, disability, retirement (or resignation after satisfying the requirements for retirement), layoff or divestituresdivestiture on December 31, 2017,2023, amounts (if any) for the 2016-20182022-2024 and 2017-20192023-2025 LTIP performance periods would not be payable until after the end of the performance period. The estimated prorated amounts payable for the 2016-20182022-2024 performance cycle based on performance through December 31, 20172023 are: Ms. Hewson: $2,692,846; Mr. Tanner: $937,302;Taiclet $3,876,000; Mr. Bennett: $775,054;Malave $2,067,200; Mr. Carvalho: $775,054;St. John $1,550,400; Mr. Cahill $516,800 and Ms. Lavan: $620,977.Mr. Ulmer $1,033,600. The estimated proratedprorated amounts payable for the 2017-20192023-2025 performance cycle based on performance through December 31, 20172023 are: Ms. Hewson: $940,802; Mr. Tanner: $332,607; Taiclet $1,680,000; Mr. Bennett: $265,293;Malave $525,000; Mr. Carvalho: $265,293;St. John $656,250; Mr. Cahill $441,000 and Ms. Lavan: $213,819.Mr. Ulmer $441,000. The table does not include amounts for the 2015-20172021-2023 performance cycle as these amounts are reported in the Summary“Summary Compensation TableTable” (see notesfootnote to column (g))the Non-Equity Incentive Plan Compensation column).Restricted Stock Units2024 Proxy Statement 70 All 2015, 2016 and 2017 RSUs would continue to vest for retirement or layoff occurring on December 31, 2017, and would not become payable until January 2018, January 2019 and January 2020, respectively, and are not included in the table. 2017($321.05)2023 ($453.24) plus deferred dividend equivalents that accrued. The amountsRSUs would continue to vest for retirement or layoff (pro rata vesting for 2022 and 2023 RSUs in the event of layoff) occurring on December 31, 20172023 and would not become payable until their applicable vesting date, and are not payable untilincluded in the endtable. If a NEO is retirement-eligible, then in the case of a divestiture occurring on December 31, 2023, the respectiveRSUs will continue to vest and are treated as a retirement. For retirement under the 2021, 2022 and 2023 RSUs and layoff under the 2021 RSUs, the RSUs to be received upon vesting periods (January 2018, January 2019 and January 2020 for the 2015, 2016 and 2017 RSUs, respectively) but would have the same value on December 31, 20172023 as the amounts shown for immediate payment on account of death disabilityor disability. For 2022 and divestiture.Performance Stock Units2015-2017, 2016-20182021-2023, 2022-2024 and 2017-20192023-2025 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 29, 20172023 ($321.05)453.24) 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 divestituresdivestiture on December 31, 2017,2023, amounts (if any) for the 2015-2017, 2016-20182021-2023, 2022-2024 and 2017-20192023-2025 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 29,201729, 2023 stock price are reported for the 2015-20172021-2023 PSU performance cycle in the Market Value of Shares or Units of Stock That Have Not Vested column (h) of the Outstanding“Outstanding Equity Awards at 20172023 Fiscal Year-End Table” and for 2016-20182022-2024 and 2017-20192023-2025 in Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested column (j) of that table. The estimated prorated amounts for a trigger event occurring on December 31, 20172023 plus deferred dividend equivalents that accrued are for each cycle: (i) 2015-20172021-2023 cycle: Ms. Hewson: $14,222,267; Mr. Tanner: $5,098,232;Taiclet $8,338,755; Mr. Bennett: $3,174,958;St. John $3,276,723; Mr. Carvalho: $3,810,017;Cahill $1,072,258 and Ms. Lavan: $3,301,970;Mr. Ulmer $2,383,338; (ii) 2016-20182022-2024 cycle: Ms. Hewson: $10,405,414; Mr. Tanner: $3,621,695;Taiclet $7,332,077; Mr. Bennett: $2,995,725;Malave $3,910,631; Mr. Carvalho: $2,995,725;St. John $2,933,212; Mr. Cahill $978,373 and Ms. Lavan: $2,399,935;Mr. Ulmer $1,956,270; and (iii) 2017-20192023-2025 cycle: Ms. Hewson: $2,327,495; Mr. Tanner: $823,246;Taiclet $1,163,010; Mr. Bennett: $656,692;Malave $363,935; Mr. Carvalho: $656,692;St. John $454,220; Mr. Cahill $305,762 and Ms. Lavan: $529,231.Mr. Ulmer $305,762. The prorated amounts are based on the stock price and estimated performance and stock price as of December 29, 2017.Executive Severanceplan (as amended) approved by the Board in 2008.Executive Severance Plan. It includes payment for one year of salary (2.99 years for Ms. Hewson)Mr. Taiclet) and one year of target annual incentive (2.99 for Ms. Hewson)Mr. Taiclet), estimated costs for benefits continuation for one year, outplacement services and relocation assistance (if required under the plan terms).2018 Proxy Statement 63Executive CompensationBeginning in 2018,CorporationDodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company must annually disclose in its proxy statement the median of the annual total compensation of all of its employees (excluding the CEO), the annual total compensation of its CEO, and the ratio of the CEO compensation to the employee median compensation.100,000122,000 employees that are, in large part, highly-skilledhighly skilled professionals located primarily in the United States, but also represented in numerous other countries. Our calculation includedFor purposes of the fiscal year 2023 CEO pay ratio set forth above, we used the same median employee identified with respect to our fiscal year 2022 CEO pay ratio, because there has not been a change in our employee population or employee compensation arrangements that we believe would significantly change the pay ratio disclosure.2017.CEO in column (j) in the “Summary Compensation Table” on page 48.We determined the required ratio by:●calculating the total annual cash compensation (base salary plus annual incentive) of all employees except the CEO, and then sorting those employees from highest to lowest;●determining the median employee from that list; and●calculating the total annual compensation of our CEO and of the median employee using the same methodology required for the Summary Compensation Table.The total annual compensation for our CEO for fiscal year 2017 was $22,866,843. The total annual compensation forCEO. Like Mr. Taiclet, the median employee does not participate in our pension plan.71 2024 Proxy Statement $123,231, encompassing base salary, incentives/recognition awards, overtime, changecalculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the following table.Year Value of Initial Fixed
$100 Investment Based On:($) ($) ($) ($) ($) ($) ($) ($) ($) ($) (a) (b) (c) (b) (c) (d) (e) (f) (g) (h) (i) 2023 22,813,775 14,124,440 — — 7,683,912 5,424,589 129.72 119.09 6,920 6,229 2022 24,810,545 45,201,355 — — 7,892,151 12,280,312 135.57 111.54 5,732 6,132 2021 18,111,211 18,685,666 — — 6,318,045 5,193,364 96.54 95.03 6,315 7,699 2020 23,360,369 22,409,142 28,499,825 28,639,659 8,536,811 8,118,636 93.55 83.94 6,833 6,417 ($) ($) ($) ($) ($) ($) James D. Taiclet 2023 22,813,775 — (13,008,681) — 4,319,346 14,124,440 2022 24,810,545 — (13,413,894) — 33,804,704 45,201,355 2021 18,111,211 — (10,783,715) — 11,358,170 18,685,666 2020 23,360,369 — (18,611,850) — 17,660,623 22,409,142 Marillyn A. Hewson 2020 28,499,825 (2,445,000) (12,818,340) — 15,403,174 28,639,659 Average of Non-PEO NEOs 2023 7,683,912 (203,453) (3,994,158) — 1,938,287 5,424,589 2022 7,892,151 — (4,648,089) — 9,036,250 12,280,312 2021 6,318,045 — (2,518,462) — 1,393,781 5,193,364 2020 8,536,811 (720,038) (3,805,702) — 4,107,564 8,118,636 2024 Proxy Statement 72 ($) ($) ($) ($) ($) ($) ($) James D. Taiclet 2023 11,256,499 (6,400,756) — (536,398) — — 4,319,346 2022 17,510,143 15,944,680 — 349,881 — — 33,804,704 2021 11,928,062 (761,733) — 191,841 — — 11,358,170 2020 17,660,623 — — — — — 17,660,623 Marillyn A. Hewson 2020 13,109,831 (143,041) 164,491 2,271,893 — — 15,403,174 Average of Non-PEO NEOs 2023 3,444,261 (1,481,485) 26,240 (50,728) — — 1,938,287 2022 5,926,948 2,832,204 118,924 158,175 — — 9,036,250 2021 1,970,122 (47,405) 30,538 (173,903) (385,571) — 1,393,781 2020 3,898,853 (31,118) 38,958 200,871 — — 4,107,564 company contributionsof which is largely dependent on total shareholder return, including changes to definedour stock price and our forecasted performance factor for the unvested PSUs granted over the last three years.
73 2024 Proxy Statement plans,of these measures to 2023 incentive awards.company-paid life insurance premiums. The resulting ratioin the S&P Aerospace & Defense Index for the period starting December 31, 2019 and was held through the end of CEOeach year listed in the first table set forth above. All dollar values assume reinvestment of dividends paid by companies in the index. Historical stock performance is not necessarily indicative of future stock performance. This table does not reflect how the Compensation Committee considers TSR in setting executive pay or linking executive pay to Company performance.
The table to the right lists what in the Company’s assessment are the most important financial performance measures used by the Company to link the CAP of our NEOs for 2023 to Company performance. The measures in the table are listed alphabetically and are not ranked by relative importance or otherwise. See the CD&A and Appendix A for more information on Free Cash Flow, ROIC and Segment Operating Profit. Free Cash Flow Relative TSR ROIC Sales Segment Operating Profit 2024 Proxy Statement 74 Audit Matters 75 2024 Proxy Statement Proposal 3: Ratification of Appointment of Independent Auditors payindependent auditors to perform an integrated audit of the Corporation’s median employeeCompany’s consolidated financial statements and internal control over financial reporting for the year ending December 31, 2024. The services provided to the Company by EY for the last two fiscal year 2017years are described under the caption “Fees for Independent Auditors” on the following page.186directly responsible for the appointment, compensation, retention, oversight and termination of the Company’s independent auditors in accordance with the NYSE listing standards. The Audit Committee also is responsible for the audit fee negotiations associated with the retention of EY. The Audit Committee and its Chairman are involved in the selection of EY’s lead engagement partner. The Audit Committee regularly meets with EY without management present.one.Equity Compensation Plan Information2024 Proxy Statement 76 provides information aboutsets forth the Corporation’s equityfees billed and expected to be billed by EY, the Company’s independent auditors, for audit services, audit-related services, tax services and all other services rendered for 2023 and 2022. All fees were pre-approved in accordance with the Audit Committee’s pre-approval policy. The Audit Committee considered and concluded that the provision of these services by EY was compatible with the maintenance of the auditor’s independence.2023 2022 ($) ($) 22,400,000 23,100,000 95,000 95,000 2,200,000 2,100,000 All Other Fees — — 77 2024 Proxy Statement plansretention, oversight and termination of the Company’s independent auditors, Ernst & Young LLP (EY), an independent registered public accounting firm. The independent auditors are responsible for performing an independent audit of the Company’s annual consolidated financial statements and internal control over financial reporting and expressing an opinion on the material conformity of those consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting.authorize the issuanceaudited consolidated financial statements as of shares ofand for the year ended December 31, 2023 be included in Lockheed Martin common stockCorporation’s Annual Report on Form 10-K for 2023 for filing with the SEC. The Audit Committee also reappointed EY to employeesserve as the Company’s independent auditors for 2024, and directors.requested that this appointment be submitted to the Company’s stockholders for ratification at the Annual Meeting. The information is provided asBoard of December 31, 2017. 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 holders1 4,675,190 82.71 5,580,042 Equity compensation plans not approved by security holders2 975,470 - 2,485,191 Total 5,650,660 82.71 8,065,233 (1)Column (a) includes, as
David B. Burritt James O. Ellis, Jr. Ilene S. Gordon Patricia E. Yarrington 2024 Proxy Statement 78 Stockholder
Proposals79 2024 Proxy Statement Stockholder Proposal Requesting a Report on Alignment of Political Activities with Human Rights Policy grantedused repeatedly to target civilians and are connected to apparent war crimes.4 Despite this, Lockheed continues to lobby heavily to maintain and increase the F-35 budget.5 In July 2023, Lockheed was awarded another $3 billion deal to sell 25 F-35's to Israel, where escalating violence exacerbates a humanitarian crisis.62024 Proxy Statement 80 RSUs, 774,519 sharesset forth in our Human Rights Policy, the principles of which are highlighted on page 21. We do not lobby, advocate for or contribute to, or engage others to lobby or advocate on our behalf for, anything that couldwould violate human rights, cause people to be earned pursuanttreated with a lack of respect for their human dignity, exacerbate the consequences of our customers’ use of our products or services, or diminish economic or social well-being. We do not lobby for the relaxation of U.S. government standards, including those that implicate human rights risks. To the contrary, in accordance with our Human Rights Policy, we engage in political affairs to grants of PSUs (assumingadvance and advocate our values and we support the maximum number of PSUs are earnedU.S. government’s activities to protect and payablepromote human rights. As described on page 20, our strong governance processes at the endmanagement and Board levels ensure our political activities are aligned with our policies and procedures, including our Human Rights Policy and related commitments.three-year performance period)U.S. government despite the government’s desire for us to sell the planes to those allies. The proponents’ assertion is untrue and 2,216,948 shares granted as options undermisstates the F-35 program’s role in strengthening global alliances and partnerships through connected deterrence capabilities, thus strengthening human rights. Ultimately, our work is closely aligned with our customers and is subject to rigorous government oversight to ensure that our business complies with the requirements of law and furthers the interest of the U.S. government and its allies to support human rights by helping to deter conflict around the world.Corporation 2011 Incentive Performance Award Plan (2011 IPA Plan) or predecessor plansis committed to participating in the political and 19,660 shares grantedpublic policy process in a responsible, non partisan and ethical way that serves the best interests of our stockholders and customers. We only engage in political activities directly related to our core business interests, such as optionsnational defense, space exploration, alternative energy technologies, corporate taxes, export policy and 111,484 stock units payableinternational trade. We contribute to public policy debates by participating in stock or cash under the Existing Plan or predecessor plans for non-employee directors. Column (c) includes,trade and industry associations, as of December 31, 2017, 5,166,717 shares available for future issuance under the 2011 IPA Planwell as options, stock appreciation rights, restricted stock awards, RSUs or PSUs and 413,325 shares available for future issuance under the Existing Plan as stock options and stock units. Of the 5,166,717 shares available for grant under the 2011 IPA Plan on December 31, 2017, 398,012 and 181,392 shares are issuable pursuant to grants made on February 22, 2018, of RSUs and PSUs (assuming the maximum number of PSUs are earned and payableengaging directly in advocacy efforts at the endfederal and state levels and grassroots communications efforts.81 2024 Proxy Statement Stockholder Proposal Requesting a Report on Reducing Full Value Chain GHG Emissions three-year performance period), respectively. Of the 413,325 shares available for grant under the Existing Plan on December 31, 2017, 4,514 are units issuable pursuantCompany’s total emissions and fails to grants made on January 31, 2018align with a 1.5oC ambition.6 Lockheed has yet to set a target to reduce emissions from its value chain, which vest 50 percent on June 30 and 50 percent on December 31 following the grant date. Vested stock units are payable to directors upon their termination of service from our Board, except that directors who have satisfied the stock ownership guidelines may elect to have payment of awards made after January 1, 2018 beginning on March 31 following the vestingconstitutes 95% of the award. Company’s overall emissions. This absence of emission reduction targets across all scopes, coupled with the absence of a comprehensive transition plan, leaves investors without crucial information regarding the Company’s exposure to climate-related risks in its supply chain and customer use, as well as its strategies for mitigating these risks. Aerospace and industrial companies are galvanizing action and investment toward decarbonizing. Lockheed risks falling behind as peers Airbus, BAE Systems, Cisco Systems, Deere & Company, Honeywell, and Safran have established targets through the Science Based Targets initiative across all scopes of emissions.72024 Proxy Statement 82 weighted average priceBoard of Directors Recommends Voting AGAINST Proposal 5shares issued pursuantthe unique challenges the Company faces in reporting Scope 3 greenhouse gas (GHG) emissions and seeking their reduction when the end-users of our products are sovereign governments that are not obligated to—and in many cases will not for national security reasons—report on or make commitments regarding Scope 3 goals. In addition, the request of the proposal introduces potential risks to RSUsour Company that are not in the best interests of stockholders and is unnecessarily prescriptive and premature. The proposal ignores the meaningful actions that the Company has taken and continues to take to reduce GHG emissions (including Scope 3) or PSUs.our existing comprehensive reporting on these actions. Further, the proposal is nearly identical to a proposal the same proponent representative submitted last year, which nearly two-thirds of our stockholders voted against.83 2024 Proxy Statement (2)2024 Proxy Statement 84 Stockholder Proposal Requesting Reduction in Threshold to Call Special Stockholder Meetings Proposal 6— Special Shareholder Meeting Improvement 
representto call for a special shareholder meeting since a lone LMT shareholder who owns 10% of LMT shares can now call for a special shareholder meeting.incentive bonusesmeeting. It would be hopeless to expect that shares that do not have the time to vote would have the time to go through the special procedural steps to call for a special shareholder meeting.LTIP payments earneda shareholder right to act by written consent. Southwest Airlines and voluntarily deferredTarget are companies that do not provide for shareholder written consent and yet somewhat make up for it by employees. providing for a 10% of shares to call for a special shareholder meeting.Special Shareholder Meeting Improvement — Proposal 6 85 2024 Proxy Statement deferred amountsBoard of Directors Recommends Voting AGAINST Proposal 6payablenot required to call a special meeting to consider a matter that is substantially the same as voted on at a special meeting within the preceding 12 months unless requested by a majority of stockholders. See “Our stockholders have the right to call a special meeting” on page 17.DMICP. Deferred amountsmechanism of special meetings to advance their own narrow interests, without regard to the broader interests of stockholders and may be contrary to the long-term best interests of the Company and its stockholders. For example, event-driven investors could join together to use special meetings to disrupt our business plans or facilitate self-serving short-term financial strategies that may encourage short-term stock ownership manipulation.creditedcommitted to sound corporate governance and an active investor engagement program to ensure Board accountability.phantom stock unitsmore thoroughly described in the Board response to Proposal 7. In addition, our Board has demonstrated its commitment to Board refreshment and to the election of highly qualified independent directors. Over the past six years, seven new independent directors have been elected to the Board.2024 Proxy Statement 86 Stockholder Proposal Requesting Director Election Resignation Bylaw closing pricenext annual election of directors, that director’s new tendered resignation will be automatically effective 30 days after the certification of the election vote. The Board shall report the reasons for its actions to accept or reject a tendered resignation in a Form 8-K filing with the U.S. Securities and Exchange Commission.87 2024 Proxy Statement stockGovernance Committee received approximately 80% support for reelection in 2017, which was significantly less than the support for our other director nominees that year, after Institutional Shareholder Services recommended that stockholders “vote against or withhold from members of the governance committee if the company’s charter imposes undue restrictions on stockholder’s ability to amend the datebylaws.” Please see our response to Proposal 6 on page 86 for additional examples of our responsiveness to stockholders.deferralBoard’s discretion to act in the best interests of stockholders.effective. Amounts equalunduly prescriptive and could require directors to act in a manner that is inconsistent with the standard of conduct required of them under Maryland law. For example, the proposal would require the Board to accept a resignation “absent the finding of a compelling reason.” This standard is different than the standard of conduct required of our dividend are credited as stock unitsdirectors under Maryland law, which requires our directors to make decisions based on what they reasonably believe to be in the best interests of the company in light of the facts and circumstances relevant to specific decision at the time it is made. Contrary to Maryland law, the proposal would require the Board to accept a resignation even if the directors concluded that rejecting the resignation under the circumstances would be in the best interests of the company, and we payare unaware of other companies that impose automatic removal of a dividend. Following termination of employment, a number of shares of stock equaldirector after two less-than majority votes. We believe the Board needs the freedom to act under the then-existing circumstances, and subsequently remain accountable to the numberstockholders for their action, rather than prescribing a rule that may have unintended consequences. Finally, the requirement that the decision of stock units creditedthe Board to the employee’s DMICP account are distributed to the employee. There is no discounteither accept 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 inreject 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 shoulddirector resignation be included in a Current Report on Form 8-K and filed with the denominator (and not the numerator) of a dilution calculation.64 www.lockheedmartin.com/investorAnnual Directors’ Compensation (Non-Employee Directors) Effective
January 1,
2017 Effective
January 1,
2018Annual Cash Retainer $145,000 $155,000 Annual Equity Retainer $145,000 $155,000 Audit Committee Chairman Cash Retainer $25,000 $30,000 Compensation Committee Chairman Cash Retainer $20,000 $30,000 Other Committee Chairman Cash Retainers $15,000 $20,000 Lead Director Cash Retainer $25,000 $35,000 Director Education – reimbursed for costs and expenses Director compensation is an important tool used to attract and retain qualified directors. The Governance Committee annually reviews publicly available data for the companies in the comparator group we use for benchmarking executive compensation (listed on page 36). Although the Committee reviews director compensation annually, it has been the practice of the Committee to recommend changes no more frequently than every two years. As director compensation for other comparator companies continues to increase during the two-year cycle, the Corporation’s position relative to the median for director compensation changes. For this reason, the Committee sets director compensation above the median with the expectation that compensation will decline relative to the median over the two-year cycle and may be below the median by the end of the two-year period. In 2017, Meridian acting as independent compensation consultant to the Governance Committee assisted in its review of director compensation and best practices in director compensation design. Based upon that review at its September 2017 meeting, the Board increased the annual directors’ compensation for 2018 as shown above. A prorated (one quarter) portion of the increase of each cash component was effective for the fourth quarter of 2017, with the full increase of the annual cash amount and the increase in the equity component effective for 2018.Consistent with the terms of an amendment to the Existing Plan approved by the Board in September 2017, from and after January 1, 2018, a director who has satisfied the Board’s stock ownership guidelines may elect to have vested stock units awarded after that date to be paid in a lump sum on the March 31 following the one-year anniversary of the grant rather than following termination of Board service. Any director who has not satisfied the stock ownership guidelines will continue to be paid along with any accumulated dividend equivalents upon termination or retirement from the Board.Although the Existing Plan authorizes the grant of stock units or stock options, in June 2014, the Board approved a resolution to the effect that each non-employee director would elect to receive the equity portion of the retainer in the form of stock units for each year beginning with 2015 and would not elect options to purchase shares unless the Board resolution is further amended or revoked.The Existing Plan provides that a director eligible for retirement at the next annual meeting receives a prorated grant (one-third) for the four months of service prior to the annual meeting. Except in certain circumstances, stock units vest 50 percent on June 30 and 50 percent on December 31 following the grant date. Upon a change in control or a director’s retirement, death, or disability, the director’s stock units and outstanding options become fully vested, and the director has the right to exercise the options. Upon a director’s termination of service from our Board, we distribute the vested stock units, at the director’s election, in whole shares of stock or in cash, in a lump sum or in annual installments over a period of up to 20 years. Prior to distribution, a director has no voting, dividend or other rights with respect to the stock units held under the Existing Plan, but is credited with additional stock units representing dividend equivalents (converted to stock units based on the closing price of our stock on the dividend payment dates). Outstanding options have a term of ten years.The Lockheed Martin Corporation Directors Deferred Compensation Plan (Directors Deferred Compensation Plan) provides non-employee directors the opportunity to defer up to 100 percent of the cash portion of their fees. Deferred amounts earn interest at a rate that tracks the performance of: (i) the investment options available under the employee deferred compensation plans; or (ii) our company stock (with dividends reinvested), at the director’s election. Deferred fees are distributed in a lump sum or in up to 15 annual installments commencing at a time designated by the director following termination.Stock Ownership GuidelinesTo align their interests with the long-term interests of our stockholders, we expect our directors to maintain an ownership interest in the Corporation. Under our stock ownership guidelines for directors, non-employee directors have five years from the time they join the Board to achieve stock ownership levels (common stock or stock units) equivalent to five times the annual cash retainer. Each non-employee director has exceeded the stock ownership guidelines, except for Ms. Gordon (who has until June 2021 to meet the guidelines) and Mr. Johnson and Mr. Taiclet (who each have until January 2023 to meet the guidelines). Ms. Hewson is subject to the Stock Ownership Requirements for Key Employees as described on page 46.2018 Proxy Statement 65Director Compensation2017 Director CompensationThe following table provides information on the compensation of our directors for the fiscal year ended December 31, 2017. Ms. Hewson does not receive separate compensation for service as a director of the Corporation.Name * Fees Earned or
Paid in Cash
($) Stock
Awards
($) All Other
Compensation
($) Total
($)(a) (b) (c) (g) (h) Daniel F. Akerson 170,000 145,000 319 315,319 Nolan D. Archibald 191,250 145,000 10,000 346,250 Rosalind G. Brewer 108,750 145,000 1,174 254,924 David B. Burritt 147,500 145,000 10,257 302,757 Bruce A. Carlson 147,500 145,000 1,278 293,778 James O. Ellis, Jr. 163,750 145,000 2,681 311,431 Thomas J. Falk 173,750 145,000 11,129 329,879 Ilene S. Gordon 147,500 145,000 12,000 304,500 James M. Loy 163,750 145,000 52 308,802 Joseph W. Ralston 163,750 145,000 560 309,310 Anne Stevens 132,596 145,000 387 277,983 *Mrs. Brewer and Ms. Stevens resigned fromSEC is similarly unnecessary because the Board is already required under our Governance Guidelines to promptly and publicly disclose its decision and rationale in October 2017a press release, SEC filing or other public announcement, and November 2017, respectively. Messrs. Johnson and Taiclet didoverly prescriptive because we do not joinbelieve limiting the Board until January 1, 2018.means by which such a disclosure would be made to a specific SEC filing benefits stockholders.2024 Proxy Statement 88 Fees Earned or Paid in Cash (Column (b))Represents the aggregate dollar amount of 2017 fees earned or paid in cash for services as a director, including annual retainer, committee chairman retainer and Lead Director retainer.Stock Awards (Column (c))Represents the aggregate grant date fair value computed in accordance with ASC 718 for awards of stock units in 2017 under the Existing Plan. For 2017, each non-employee director was credited with 573.5079 stock units with an aggregate grant date fair value of $145,000. The grant date fair value is the closing price of our stock ($252.83) on the date of the grant (January 30, 2017). The outstanding number of stock units credited to each director under the Existing Plan (and the comparable predecessor plans), as of December 31, 2017, were: Mr. Akerson 2,801; Mr. Archibald 24,269; Mrs. Brewer 1,920; Mr. Burritt 7,954; Mr. Carlson 1,652; Mr. Ellis 18,970; Mr. Falk 9,119; Ms. Gordon 891; Mr. Loy 17,610; and Mr. Ralston 22,514. Following their respective resignations, Mrs. Brewer and Ms. Stevens forfeited 50 percent of their unvested 2017 stock award, including accumulated dividend equivalents.All Other Compensation (Column (g))89 2024 Proxy Statement Perquisites and other personal benefits provided to directors did not exceed $10,000. All other compensation includes matching contributions made to eligible universities, colleges, and other non-profit organizations under the Corporation’s matching gift programs. The Corporation’s matching contribution includes the following charitable contributions made in 2017 or to be made by the Corporation in 2018 to match a contribution in the prior year:Mr. Archibald $10,000; Mrs. Brewer $1,000; Mr. Burritt $10,000; Mr. Ellis $1,000; Mr. Falk $10,000; and Ms. Gordon $12,000. The matching gift programs are the same as the programs generally available to employees. Other amounts include tax assistance on travel expenses for a spouse accompanying a director while on business travel.66 www.lockheedmartin.com/investorDirectors and Executive OfficersJanuary 31, 2018.February 26, 2024. Except as otherwise noted, the named individuals hadhave sole voting and investment power with respect to such securities. No director,nominee or NEO, individually or as a group, beneficially owned more than one percent of our outstanding common stock. All amounts are rounded to the nearest whole share.share and may cause totals not to sum. No shares have been pledged. The address of each director, nominee and executive officer is c/o Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817.Name Common
Stock1,2 Stock
Units * Total Daniel F. Akerson 7,522 3 3,238 5 10,760 Nolan D. Archibald 24,268 437 5 24,705 Dale P. Bennett 43,430 25,043 7,8,9 68,473 David B. Burritt 8,470 14,423 5,6 22,894 Bruce A. Carlson 691 1,760 5,6 2,451 Orlando P. Carvalho 105,711 9,673 7,8,9 115,384 James O. Ellis, Jr. 18,537 1,069 5 19,606 Thomas J. Falk 5,250 4 9,555 5 14,805 Ilene S. Gordon 0 1,327 5 1,327 Marillyn A. Hewson 236,572 41,701 7,8,9 278,272 Jeh C. Johnson 0 437 5 437 Maryanne R. Lavan 10,502 18,005 7,8,9 28,507 James M. Loy 0 17,756 5 17,756 Joseph W. Ralston 22,514 437 5 22,951 James D. Taiclet, Jr. 0 437 5 437 Bruce L. Tanner 298,999 20,817 7,8,9 319,815 All directors, nominees and executive officers as a group (20 individuals including those named above) 799,532 197,060 996,592 Name Common Stock (1) (2) Stock Units (3) Total Daniel F. Akerson 7,503 4 6,581 7 14,084 David B. Burritt 6,555 5 21,987 7,8 28,542 Timothy S. Cahill 12,874 9,714 9,10,11 22,588 Bruce A. Carlson 2,620 3,036 7,8 5,656 John M. Donovan 4,269 1,287 7,8 5,556 Joseph F. Dunford, Jr. 1,741 402 7 2,143 James O. Ellis, Jr. 21,707 1,271 7 22,978 Thomas J. Falk 5,250 6 14,000 7 19,250 Ilene S. Gordon 1,768 2,718 7 4,486 Vicki A. Hollub 2,652 2,441 7,8 5,093 Jeh C. Johnson 2,889 402 7 3,291 Jesus Malave 5,512 13,144 10,11 18,656 Debra L. Reed-Klages 1,994 402 7 2,396 Frank A. St. John 6,656 13,156 9,10,11 19,812 James D. Taiclet 48,953 33,643 10,11 82,596 Gregory M. Ulmer 6,273 10,553 9,10,11 16,826 Patricia E. Yarrington 1,071 402 7 1,473 169,082 177,398 346,480 *Does not include unvested PSUs.90 (1)Includes common stock not currently owned but which could be acquired within 60 days following January 31, 2018 through the exercise of stock options for Mr. Carvalho 65,471; Ms. Hewson 142,369; and Mr. Tanner 216,744. Includes shares payable at termination with respect to vested stock units credited under the Existing Plan for which a director has elected payment in stock for Mr.Archibald 24,268; Mr. Burritt 340; Mr.Carlson 691; Mr.Ellis 18,337; and Mr.Ralston 22,514. 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.Bennett 8,778; Mr.Carvalho 11,003; Ms.Hewson 455; Ms. Lavan 699; and Mr. Tanner 2,480. Participants have voting power and investment power over the shares.(3)Includes 22 shares owned by Mr.Akerson’s spouse’s family trust.(4)Represents shares beneficially owned by Mr. Falk and his spouse through a family limited partnership.(5)Represents stock units under the Existing Plan for which directors have elected to receive distributions of units in the form of cash and unvested stock units credited on January 31, 2018 (annual equity award) for Mr.Akerson 3,238; Mr.Archibald 437; Mr. Burritt 8,391; Mr. Carlson 1,398; Mr. Ellis 1,069; Mr. Falk 9,555; Ms. Gordon 1,327; Mr. Johnson 437; Mr. Loy 17,756; Mr. Ralston 437 and Mr. Taiclet 437. There are no voting rights associated with stock units.(6)Represents stock units under the Directors Deferred Compensation Plan representing deferred cash compensation for Mr. Burritt 6,033 and Mr. Carlson 362. 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.(7)Includes stock units attributable to the participant’s account under the DMICP (including any units credited under the LTIP awards) for Mr. Bennett 12,870; Mr. Carvalho 990; Ms. Hewson 8,537; Ms. Lavan 8,889; and Mr. Tanner 6,163. 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 January 31, 2018. There are no voting rights associated with stock units.(8)Includes stock units attributable to the participant’s account under the NQSSP for Mr. Bennett 3,587; Mr. Carvalho 96; Ms. Hewson 3,156; Ms. Lavan 2,244; and Mr.Tanner 4,134. 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.(9)Includes unvested RSUs for Mr. Bennett 8,586; Mr. Carvalho 8,586; Ms. Hewson 30,008; Ms. Lavan 6,872; and Mr. Tanner 10,520. Each RSU represents a contingent right to receive one share of common stock. There are no voting rights associated with RSUs.2018 Proxy Statement 67Management and Certain Beneficial OwnersSecurity Ownership of Certain Beneficial Ownerstherightthe right to acquire securities within 60 days that may be voted or disposed of, regardless of any economic interest in the securities. All information shown is based on information reported by the filerstockholders on a Schedule 13G13Gs filed with the SEC on the dates indicated in the footnotes to this table.Name and Address Amount of Common Stock Percent of Outstanding Shares State Street Corporation and State Street 47,059,612 16.4 Bank and Trust Company1 State Street Financial Center One Lincoln Street Boston, MA 02111 Capital World Investors2 21,948,570 7.6 333 South Hope Street Los Angeles, CA 90071 The Vanguard Group3 20,251,879 7.1 100 Vanguard Boulevard Malvern, PA 19355 BlackRock, Inc.4 19,193,367 6.7 55 East 52nd Street New York, NY 10055 (1)As reported on a Schedule 13G filed on February 14, 2018Name and Address Amount of
Common StockPercent of
Outstanding Shares37,056,708 14.9 % 22,098,899 8.9 % 18,292,313 7.4 % Bank and Trust Company (SSBTC) is the trustee and State Street Global Advisors (SSGA) is the independent fiduciary and/or investment manager for Lockheed Martin common stock held in a master trust for Lockheed Martin benefit plans which trust owns 12.94% of the common stock of the Corporation. SSBTC beneficially owns 37,124,070 of the 47,059,612 shares held by State Street of which 37,106,670 shares are held in its capacity as trustee for Lockheed Martin employee benefit plans. SSGA beneficially owns 43,790,538 shares of the 47,059,612 shares held by State Street of which 37,106,670 were held by SSGA as independent fiduciary and/or investment manager for Lockheed Martin employee benefit plans. In their respective capacities, SSBTC had shared voting power and SSGA had dispositive power over the 37,106,670 shares in certain circumstances. Both State Street and SSBTC had sole voting power with respect to 1,585,596 shares.(2)As reported on a Schedule 13G/A filed on February 14, 2018 by Capital World Investors (Capital World), a division of Capital Research and Management Company. Capital World had sole voting and dispositive power with respect to such shares.(3)As reported on a schedule 13G/A filed on February 9, 2018 by The Vanguard Group. The Vanguard Group had sole dispositive power with respect to 19,853,677 shares and sole voting power over 353,921 shares.(4)As reported on a Schedule 13G/A filed on January 25, 2018 by BlackRock, Inc. BlackRock, Inc. and its subsidiaries had sole dispositive power with respect to 19,193,367 shares and sole voting power over 17,308,932 shares.SECTION 16(a) BENEFICIAL OWNERSHIPREPORTING COMPLIANCESection 16(a) of the Exchange Act, requires that our executive officers and directors (and persons who own more than 10% of our equity securities) file reports of ownership and changes in ownership with the SEC, the NYSE and with us. Based solely on our review of copies of forms and written representations from reporting persons, the Corporation has determined that no reporting person known to it was delinquent with respect to their reporting obligations during 2017.68 www.lockheedmartin.com/investorPROPOSAL 5: STOCKHOLDER PROPOSAL TO ADOPTSTOCKHOLDER ACTION BY WRITTEN CONSENTThe stockholder identified below has submitted33,487,726 shares and shared dispositive power with respect to 37,049,916 shares and did not have sole dispositive or sole voting power over any shares. State Street Bank and Trust Company (SSBTC) is the following proposal to be voted upon attrustee and State Street Global Advisors Trust Company (SSGA) is the Annual Meeting. In accordance with SEC rules, we are reprinting the proposalindependent fiduciary and supporting statements as they were submitted to us. The Corporation is not responsibleinvestment manager for their contents or any inaccuracies contained therein.John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, the beneficial owner of no less than 200 shares ofLockheed Martin common stock held in a master trust for Lockheed Martin benefit plans. SSBTC beneficially owns 27,695,096 of the Corporation havingshares held by State Street all of which are held in its capacity as trustee for various Lockheed Martin benefit plans and SSBTC had shared voting power over 27,695,096 shares and shared dispositive power over 1,098,325 shares. SSGA beneficially owns 32,214,809 of the shares held by State Street of which 26,596,771 were held by SSGA as independent fiduciary and investment manager for Lockheed Martin employee benefit plans and SSGA had shared voting power over 2,257,256 shares and shared dispositive power over 32,214,145 shares.market value greater than $2,000, has notified the Corporation that he intends to present the following proposal at this year’s Annual Meeting:Proposal 5 – Shareholder Right to ActSchedule 13G/A filed on February 13, 2024 by Written ConsentShareholders request that our board of directors undertake such steps as may be necessary to permit written consentThe Vanguard Group. The Vanguard Group had sole dispositive power over 21,149,603 shares, shared dispositive power over 949,296 shares, shared voting power over 275,335 shares and did not have sole voting power over any shares.shareholdersBlackRock, Inc. BlackRock, Inc. had sole dispositive power over 17,167,976 shares and sole voting power over all reported shares and did not have shared dispositive or shared voting power over any shares.91 2024 Proxy Statement cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent.Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. More than 100 Fortune 500 companies provide for shareholders to call special meetings and to act by written consent.Lockheed shareholders also do not have the full right to call a special meeting that is available under Delaware law. According to the lame Lockheed special meeting provision it would take 25% of shares (instead of 10% per Delaware law) to call a special meeting.Adoption of this proposal would at least give shareholders a better position to engage with the Board and management about improving the qualifications of our directors. For instance there may be an issue with board refreshment. The following directors had long-tenure of more than 14-years:Anne StevensJoseph RalstonNolan ArchibaldThis long-tenure was compounded by the fact that Ms. Stevens received 20% in negative votes and was potentially distracted with work on 4 boards. Mr. Archibald received 22% in negative votes and had oversized influence since he was the Lead Director and worked on 2 of the most important board committees at Lockheed. Long-tenure can impair the independence of any director no matter how well qualified. Independence is an all-important quality for a director – especially a Lead Director.Four directors total exceeded 20% in negative votes (running unopposed) and had an oversized influence on Lockheed by holding 7 seats on Lockheed’s most important board committees.Plus we had too many directors (4) who come from a culture where following orders is paramount. Such directors should be consultants instead of directors.Lockheed needs to be engaged about the qualifications of its directors at a time of massive cost and schedule overruns on the F-35, a sluggish stealth fighter. It has left Boeing an opening to spruce up the F-18 Hornet design, which first flew in 1978, and potentially steal F-35 orders.Please vote for a best practice in corporate governance:Shareholder Right to Act by Written Consent – Proposal 52018 Proxy Statement 69
vote?Stockholder Proposal 5Board of Directors Statement in Opposition to Stockholder Proposal 5The Board has considered this proposal and recommends that stockholders voteAGAINSTthis proposal for the following reasons:●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. See “Stockholder Right to Call Special Meeting” on page 10.●The Board believes allowing stockholders to act by written consent circumvents the deliberative stockholder process and 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 written consent 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 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.●Our existing corporate governance policies and practices already provide stockholders multiple means to express their views and ensure Board accountability.In addition to providing for stockholders’ right to call special meetings, the Corporation has been responsive to stockholder input and has enhanced its governance policies and practices to further the rights of stockholders and Board accountability. Examples include:-Proxy Access. In September 2016, the Board proactively adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board of Directors and for those nominees to be included in Lockheed Martin’s proxy solicitation materials. See “Proxy Access” on page 10.-Amendments to Bylaws. In December 2017, following engagement with many of our largest stockholders, the Board proactively amended the Corporation’s Bylaws to provide that the stockholders shall have the power to amend the Corporation’s Bylaws. See Stockholder Right to Amend Bylaws on page 10.-Stockholder Engagement. The Corporation has a longstanding, active investor engagement program. 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. All stockholders may contact the Lead Director (atLead.Director@lmco.com) individually or the non-management directors as a group at any time (see page 78).-Empowered Independent Lead Director. The independence of our Board and the Board’s oversight of management is enhanced by the robust role executed by our independent Lead Director.-Board Refreshment. The Board is focused on continuing Board refreshment to ensure our directors’ skill sets continue to align with our long-term business strategy. Four new directors have been added since 2015 (including two appointed during 2017) and three directors have retired from the Board since that time, and an additional director is scheduled to retire at the annual meeting.-Annually Elected Board. All directors are elected annually by our stockholders.70 www.lockheedmartin.com/investorStockholder Proposal 5-Majority Voting Policy for Director Elections. In uncontested elections, directors must receive a majority of the votes cast to be elected.-No Stockholder Rights Plan. The Corporation does not have a Stockholder Rights Plan or so-called “Poison Pill” in place. Your Board has indicated that if it was to adopt a Stockholder Rights Plan, we would seek stockholder ratification within 12 months.●Substantially identical proposals were rejected by the Corporation’s stockholders in 2015, 2014, 2013 and 2011.Substantially the same proposal has been submitted by the proponent, considered by the Board and rejected by the stockholders four times in the last seven years. Since theproponent last submitted this proposal in 2015, the Board has implemented proxy access for stockholders and has given stockholders concurrent authority to amend the Bylaws. The Board of Directors continues to believe that this proposal is not in the best interests of all stockholders, and urges our stockholders to reject the proposal once again.Your Board believes that our current governance structure strikes an appropriate balance between permitting stockholders to raise important matters at any time and ensuring that all stockholders are afforded an opportunity for meaningful participation based on accurate and complete public disclosure. The Board will continue to review best corporate governance practices and adopt those practices that it believes, in light of the circumstances, serve the best interests of the Corporation and our stockholders.
The Board unanimously recommends that you vote AGAINST Proposal 5.2018 Proxy Statement 71QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGDo I need an admission ticket to attend the Annual Meeting?Yes. You (and any one family member guest) must present both an admission ticket and valid, government-issued photographic identification to attend the Annual Meeting. Please follow the advance registration instructions on page 79. Anyone not presenting an admission ticket and valid, government-issuedphotographic identification, will not be admitted into the Annual Meeting. For security reasons, all hand-carried items will be subject to inspection, and must be screened at the door. Cameras, cell phones, electronic devices, bags and briefcases will not be permitted in the meeting.Who is entitled to vote at the Annual Meeting?HoldersAll holders of our common stock (stockholders) at the close of business on February 23, 201826, 2024 (the “Record Date”)Record Date) are entitled to attend and vote their shares at the Annual Meeting.shares. This includes registered stockholders, Company savings plan participants and beneficial owners. As of the Record Date, there were 285,824,182240,495,447 shares issued and outstanding. EachThe common stock is the only class of securities entitled to vote at the meeting and each outstanding share outstandingentitles its holder to one vote.Record Date is entitledtypes of share ownership. For information on how to one vote on eachproposal presentedduring the Annual Meeting, see “How do I participate and vote at the Annual Meeting. This includesMeeting?” If you hold shares held through Lockheed Martin Direct Invest, our dividend reinvestment and stock purchase plan, and through our employee benefit plans. Yourin multiple accounts, you may receive multiple proxy card shows the number of shares held in your account(s) as of the Record Date.What is the difference between holding shares as a registered stockholder and as a beneficial owner?If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (Computershare), you are considered the “registered stockholder” of those shares. We mail the Proxy Materials and our Annual Report to you directly.If your shares are held in a stock brokerage account or by a bank or other nominee (street name), you are considered the “beneficial owner” of the shares that are registered in street name. In this case, the Proxy Materials and our Annual Report were forwarded to you by your broker, bank or other nominee. As the beneficial owner,you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions included in the mailing.Employees with shares allocated to an employee benefit plan account will vote shares allocated to their benefit plan account electronically and will not receive a paper mailing for those shares. Employees should review the information on procedures for voting by plan participants on page 74.What am I voting on and what are the Board voting recommendations?Our stockholders will be voting on the following proposals:Proposal Description Board Voting
Recommendations Page 1 Election of Directors FOR ALL DIRECTOR-
NOMINEES18 2 Ratification of Appointment of Independent Auditors FOR 24 3 Management Proposal to Approve the Lockheed Martin Corporation Amended and Restated Directors Equity Plan FOR 27 4 Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) FOR 30 5 Stockholder Proposal to Adopt Stockholder Action by Written Consent AGAINST 69 72 www.lockheedmartin.com/investorQuestions and Answers About the Annual MeetingCan other matters be decided at the Annual Meeting?At the time this Proxy Statement went to press, we were not aware of any other matters to be presented at the Annual Meeting. If other matters are properly presented for consideration at the Annual Meeting, the proxy holders appointed by our Board (who are named on your proxy card if you are a registered stockholder)will have the discretion to vote on those matters in accordance with their best judgment on behalf of stockholders who provide a valid proxy by Internet, by telephone or by mail if you received it by mail.What is the procedure for voting?●If your shares are registered in your name, you can vote using any of the methods described below.●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 74.●If you hold shares in multiple accounts, you may receive multiple Proxy Materialmaterial 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.By Internet or TelephoneYou can vote your shares via the Internet atwww.investorvote.com.Please have your proxy card in hand when you go online. You will have an opportunity to confirm your voting selections before your vote is recorded.You can vote your shares by telephone by calling toll free 1-800-652-8683 within the U.S., Canada, and Puerto Rico, or 1-781-575-2300 from outside the U.S. Please have your proxy card in hand when you call. You will have an opportunity to confirm your voting selections before your vote is recorded.Internet and telephone voting facilities for registered stockholders will be available 24 hours a day until 1:00 a.m., EDT, on April 26, 2018. If you vote your shares on the Internet or by telephone, you do not have to return your proxy card.The availability of Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other nominee. You should follow the voting instructions in the materials that you received from your nominee.By MailIf you received your Proxy Materials by mail, mark, date and sign the proxy card and return it in the postage prepaid envelope provided. If voting instructions are provided, shares represented by the proxy card will be voted in accordance with the voting instructions.Voting Methods Registered Stockholder Savings Plan Participant Beneficial Owner By Internet
(Recommended)Visit www.investorvote.com/LMT
Enter the Control Number printed on your proxy form.
Available twenty four hours a day, seven days a weekFollow the instructions received from your broker, bank or other nominee. We expect the vast majority of beneficial owners will be able to vote by Internet, phone, mail or at the meeting. By Phone By Mail Complete, sign, date and return your proxy or voting instruction card in the mail. It must be received prior to your applicable voting deadline. 
At the Meeting No want to vote in accordance withhave multiple accounts, you may hold shares via multiple methods. If you have additional questions, contact the Board’s recommendations, sign, date and returnentity from which you received the proxy card without marking it. materials.Registered Stockholder Savings Plan Participant Beneficial Owner Your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”). Your shares are allocated to a Company savings plan account, such as a 401(k) or other defined contribution plan. Your shares are held in a stock brokerage account or by a bank or another nominee and registered in “street name.” 2024 Proxy Statement 92 namedProxy Statement and Annual Report are available to the public at www.edocumentview.com/LMT or www.lockheedmartin.com/investor. The SEC also maintains a website at www.sec.gov that contains reports, proxy holders will vote signed but unmarked proxy cards in accordance with the Board’s recommendations.prepaid envelope is missing,costs. We do not use householding for any other stockholder mailings, such as dividend checks, IRS Forms 1099 or account statements. If you are a beneficial owner, please mailcontact your completed proxy cardbroker, bank or other nominee to Lockheed Martin Corporation, c/oinquire about any specific householding procedure.Investor Services,Shareholder Relations, P.O. Box 43116,43006, Providence, RI 02940.In Person02940-3006, or call 1-877-498-8861. If you are a registered stockholder residing at an address with any other registered stockholder and wish to receive a separate Notice of Internet Availability, Annual Report or Proxy Statement, we will promptly provide you with a separate copy or send you a separate copy in the future upon written or oral request to Computershare as indicated above.All registered stockholders can vote in person at and before any earlier deadline specified below. Early voting will ensure that your votes are properly received and tallied before the Annual Meeting. Voting your2024 proxy electronically via the Internet, by telephone or by mail does not limit your right to vote at the Annual Meeting.●Registered Stockholder 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 79.Savings Plan Participant Beneficial Owner ●Voting DeadlinesBeneficial owners. If you are a beneficial owner of shares, you must obtain a legally valid proxyFollow applicable deadlines on the information received 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.A legal proxy is an authorization from(if you are a registered stockholder), or your broker, bank or other nominee (if you are a beneficial owner) to vote the shares held in your name or in the nominee’s name that satisfies Maryland law and the SEC requirements for proxies.2018 Proxy Statement 73Questions and Answers About the Annual MeetingCan Imay change my proxy vote?Yes. If you are a registered stockholder, you can change your proxy vote or revoke your proxy or voting instructions prior to the meeting by submitting later-dated instructions by Internet, telephone or mail or providing written notice 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 any time before the Annual Meeting by:●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.If you areMeeting. To be effective, revocation instructions must be received by the applicable voting deadlines. Registered stockholders may also revoke their proxy by attending and voting their shares at the Annual Meeting. Attending the meeting, by itself, will not revoke a beneficial owner of shares, you can submit new voting instructions by contacting yourproxy. Beneficial owners should contact their broker, bank or other nominee. You also can vote in person atnominee for information on how to change or revoke any prior votes.93 2024 Proxy Statement Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee (the registered stockholder)scenarios as described in the answer to the previous question.Your personal attendance at the Annual Meeting does not revoke your proxy. Unless you vote at the Annual Meeting, your last valid proxy prior to or at the Annual Meeting will be used to cast your vote.What if Scenario Registered Stockholder Savings Plan Participant Beneficial Owner card but do not providewithout my voting instructions?Proxies that are signed and returned but do not contain voting instructions will be voted:●instructions.FORelectionvoting recommendations of the 11 director-nominees listedBoard of Directors. It is in this proxy statement (Proposal 1);●FORthe ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as independent auditors for the 2018 fiscal year (Proposal 2);●FORthe approval of the Lockheed Martin Corporation Amended and Restated Directors Equity Plan (Proposal 3);●FORthe advisory vote to approve the compensation of our named executive officers (Say-on-Pay) (Proposal 4);●AGAINSTthe 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.How Inot return my proxy. if I participate in one of the Corporation’s 401(k) or defined contribution plans?As a participant in one of our employee 401(k) or defined contribution plans, you can direct the plan trustees how to vote shares allocated to your account(s) on a proxy voting direction or instruction card, electronically through the Internet or by telephone. Most active employees who participate in these benefit plans will receive an email notification announcing Internet availability of the Proxy Materials and how to submit voting directions.If you do not provide timely directions to the plan trustee, shares allocated to your account(s) will be voted by the plan trustee depending on the terms of your plan or other legal requirements.Plan participants may attend the Annual Meeting, but may not vote plan shares at the Annual Meeting. If you wish to vote, whether you plan to attend the Annual Meeting or not, you should direct the trustee of your plan(s) how you wish to vote your plan shares no later than 11:59 p.m., EDT, on April 23, 2018.How many shares must be present to holdreceived before the Annual Meeting?voting deadline.In order for us to lawfully conduct business at our Annual Meeting, a majority of the shares outstanding and entitled to vote as of the Record Date, must be present in person or by proxy. This is referred to as a quorum. Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or abstain from voting, or if you properly return a proxy by Internet, by telephone or by mail in advance of the Annual Meeting and do not revoke the proxy.74 www.lockheedmartin.com/investorQuestions and Answers About the Annual MeetingWill my shares be voted if I don’t provide my proxy or instruction card?Registered StockholdersIf your shares are registered in your name, your shares will not be voted unless you provide a proxy by Internet, by telephone, by mail, or vote in person at the Annual Meeting.Plan ParticipantsIf you are a participant in one of our employee 401(k) or defined contribution plans and you do not provide timely directions to the plan trustee, shares allocated to your account(s) will be voted by the plan trustee depending on the terms of your plan and other legal requirements.Beneficial OwnersIf you hold shares through an account with a broker and you do not provide voting instructions, under NYSE rules, your broker may vote your shares on routine matters only. Note: The ratification ofthe appointment of Ernst & Young LLP (Proposal 2) is considered a routine matter, and your nominee can therefore vote your shares on that Proposal even if you do not provide voting instructions. Proposals 1, 3, 4 and 5 are not considered routine matters, and your nominee cannot vote your shares on those Proposals unless you provide voting instructions. Votes withheld by brokers in the absence of voting instructions from a beneficial owner are referred to as “broker non-votes.”Multiple Forms of OwnershipThe CorporationCompany cannot provide a single proxy or instruction card for stockholders who own shares in multiple forms as registered stockholders, savings plan participants or beneficial owners. As a result, if your shares are held in multiple types ofstockholder accounts, you must submit your votes for each type of account in accordance with the instructions that you receive for thatthe respective account.What is the vote required for each proposal?For Proposal 1,votes that stockholders cast “FOR” a director-nominee must exceedBoard’s voting recommendations?votes that stockholders cast “AGAINST” a director-nomineeBoard’s voting recommendations for each proposal, if properly presented during the Annual Meeting, the vote required for each proposal to approvepass, and the electioneffect of abstentions and uninstructed shares on each director-nominee. For each of Proposals 2, 3, 4 and 5 the affirmative vote of a majority of the votes cast is required to approve the proposal.Proposal Description Page Board Voting
Recommendations1 Election of Directors FOR ALL DIRECTOR NOMINEES Majority of votes cast for each nominee None None 2 Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) FOR Majority of votes cast; advisory and non-binding None None 3 Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 2024 FOR Majority of votes cast;
advisory and non-bindingNone Discretionary voting permitted 4 Stockholder Proposal Requesting a Report on Alignment of Political Activities with Human Rights Policy AGAINST Majority of votes cast; advisory and non-binding None None 5 Stockholder Proposal Requesting a Report on Reducing Full Value Chain GHG Emissions AGAINST Majority of votes cast; advisory and non-binding None None 6 Stockholder Proposal Requesting Reduction in Threshold to Call Special Stockholder Meetings AGAINST Majority of votes cast; advisory and non-binding None None 7 Stockholder Proposal Requesting Director Election Resignation Bylaw AGAINST Majority of votes cast; advisory and non-binding None None generally excludes abstentions. Proposals 2, 4 and 5 are advisory and non-binding. However, the Board will review the voting results on these proposals and take the results into account when making future decisions regarding these matters.What is the effect of an abstention?For matters requiring a vote under the NYSE listing rules such as Proposal 3, however, the NYSE requires thatabstentions be treated as votes cast. Accordingly, an abstention has no effect on the vote on any proposal other thanproposal.For Proposal 3, an abstention has the same effect as a vote against the proposal.What is the effect of a broker non-vote?2 (Ratification of Auditors),3, the vote will be included in determining whether a quorum exists for holding the meeting. The broker doesBrokers do not have authority to vote on the other proposals (non-routine matters) absent directions from theAs Votes withheld by brokers in the absence of voting instructions from a result, if the beneficial owner does not vote on Proposals 1, 3, 4 or 5 so that there is aare referred to as “broker non-vote” on those items, the broker non-votes donon-votes” and will not count as votes cast for that proposal andhaveand have no effect on the proposal. Thus, aproposal outcome. A broker non-vote on these proposals will not impact our ability to obtain a quorum,quorum.2024 Proxy Statement 94 not affecthave the outcome with respectdiscretion to the election of directors and will not otherwise affect the outcome of the vote on those matters in accordance with their best judgment on behalf of stockholders who provide a proposal that requiresvalid proxy by Internet, telephone or mail.affirmative vote of a majority ofCompany and its agents, except as necessary to meet legal requirements.votes cast on the proposal.2018 Proxy Statement 75
votes?Questions and Answers About the Annual MeetingWho will count the votes?offrom our authorized transfer agent, Computershare, will tabulate the votes and act as inspectors of election for the Annual Meeting.Where can I find the voting results of the Annual Meeting?atduring the Annual Meeting. The final voting results will be tallied by the inspectors of election and disclosed by the CorporationCompany in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.What is “householding” and how does it affect me?We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we send only one Annual ReportMeeting and Proxy Statement to eligible stockholdersposted on our investor website. share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to reduce our printing and postage costs. Stockholders who participate in householding will continue to receive separate proxy cards. We do not use householding for any other stockholder mailings, such as dividend checks, Forms 1099 or account statements.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 30170, College Station, TX 77842-3170, 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.Can I receive a copy of the Annual Report?Yes. We will provide a copy of our Annual Report without charge, upon written request, to any registered or beneficial owner of common stock entitled to vote at the Annual Meeting. Requests should be made in writing addressed to Investor Relations,Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817, by calling Lockheed Martin Stockholder Direct at 1-800-568-9758, or by accessing the Corporation’s website atwww.lockheedmartin.com/investor.Can I view the Proxy Statement and Annual Report on the Internet?Yes. The Proxy Statement and Annual Report are available on the Internet atwww.lockheedmartin.com/investor. Subject to the “householding” procedures above, all stockholders will receive paper copies of the Proxy Statement, proxy card and Annual Report by mail unless the stockholder has consented to electronicdelivery or is an employee with shares allocated in an employee benefit plan. The SEC also maintains a website atwww.sec.govthat contains reports, proxy statements, and other information regarding Lockheed Martin.Can I choose to receive the Proxy Statement and Annual Report on the Internet instead of receiving them by mail?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 atwww.lockheedmartin.com/investorand 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.Most active employees who participate in the Corporation’s 401(k) and defined contribution plans will receive an email notification announcing Internet availability of the Proxy Materials. A paper copy will not be provided unless requested by the employee following the instruction in the email notification.76 www.lockheedmartin.com/investorQuestions and Answers About the Annual MeetingWho pays the cost of this proxy solicitation?The Corporation pays the cost of solicitingthis proxy solicitation? on behalf of the Board for the Annual Meeting. We may solicit proxies by Internet, by telephone, by mail or in person. We may make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send Proxy Materials to beneficial owners on our behalf. We reimburse them for their reasonable expenses. We have retained Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902 toaid in the solicitation of proxies and to verify related records for a fee of $45,000, plus expenses. To the extent necessary to ensure sufficient representation at the Annual Meeting, we may request the return of proxies by mail, express delivery, courier, telephone, Internet or other means. StockholdersThe Company pays the cost of soliciting proxies on behalf of the Board for the Annual Meeting. We may make arrangements with brokerage houses or other custodians, nominees and fiduciaries to send the proxy voting materials to beneficial owners on our behalf. We reimburse these entities for their reasonable expenses. We have retained Morrow Sodali LLC, 333 Ludlow Street, 5th floor, South Tower, Stamford, CT 06902 to aid in the solicitation of proxies and to verify related records for a fee of $35,000, plus expenses.requested to return their proxies without delay.a Participant.How do I submit a proposal or nomination95 2024 Proxy Statement Features: Guest Participant View the Meeting 
View Meeting Documents Ask Question During the Meeting — Vote During the Meeting — Registered Stockholder: Yes
Savings Plan Participant: No
Beneficial Owner: Depends; refer to the question below for the Annual Meeting of Stockholders in 2019?additional informationAddressSubmitenter the unique control number received with your proxy materials to join and participate in the meeting. Company savings plan participants who join the Annual Meeting by using their control number will be able to ask questions but not vote during the meeting.2024 Proxy Statement 96 Proposal:Any stockholderProposals or Nominations for 2025wisheswish to submit a proposal or nominate a director for consideration at the 20192025 Annual Meeting must send their proposal tomay write to: Lockheed Martin Corporation, Attention: Senior Vice President, General Counsel and Corporate Secretary, 6801 Rockledge Drive, Bethesda, MD 20817.Deadline and Submission Requirements for Stockholder Proposals:There are separateproposals underproposal or nomination, in compliance with the SEC rules, including Rule 14a-8, and proposals under our proxy access provision as stated below. A copy of our Bylaws can be found atwww.lockheedmartin.com/corporate-governance.Company’s Proxy Access Bylaw Provision.Type of Proposal Deadline Submission Requirements Type ofStockholder Proposalto be includedConsidered for inclusion in ourLockheed Martin’s Proxy Materials. Stockholders who wish to present proposals for inclusion in the proxy statement and proxy cardProxy Access Nominee - stockholder nomination of director to beincluded in our proxy statement and proxy cardStockholder Proposal or Director Nomineenot intendedmaterials to be includeddistributed by us in connection with our proxy statement and proxy cardDeadlineNovember 15, 2024November 16, 2018Must be received between October 17, 2018 and November 16, 2018Must be received between October 17, 2018 and November 16, 2018SubmissionRequirements●Must comply with applicable SEC Rulesrules (including SEC Rule 14a-8); see also Staff Legal Bulletin 14, which may be found atwww.sec.gov●Must provide the information required under, and Sections 1.10 and 1.11 of our Bylaws, including Section 1.10Bylaws.Must be received between October 16, 2024 and November 15, 2024 Must provide the information required under our Bylaws, including Section 1.11 Must be received between October 16, 2024 and November 15, 2024 Must provide the information required under our Bylaws, including Section 1.101.10. Stockholders who intend to solicit proxies in support of nominees other than our nominees (Universal Proxy Nominees), in addition to providing all information required by our Bylaws by the deadline referenced in the preceding column, must timely comply with all other requirements of our Bylaws and SEC Rule 14a-19.97 2024 Proxy Statement 2018 Proxy Statement 77QuestionsCommunicating with us and Answers AboutAdditional InformationAnnual MeetingHow can I contact the Corporation’s non-management directors?Stockholders and all interested partiesCompany’s independent Lead Director or other non-management directors if I have questions or comments?group. If you wish to raise a question or concern to the Lead Director or the non-management directorsgroup, as a group, you may do so by writing to the Lead Director by email atLead.Director@lmco.com.You also may write to thefollows:or(or her delegatedelegate) reviews all correspondence sent to the Board. The Board has authorized our Senior Vice President, GeneralCounselGeneral Counsel and Corporate Secretary or(or her delegatedelegate) to respond to correspondence regarding routine stockholder matters and services (e.g., stock transfers, dividends, etc.). Correspondence from stockholders relating to accounting, internal controls or auditing matters are brought to the attention of the Audit Committee. All other correspondence is forwarded to the independent Lead Director who determines whether distribution to a Board committee or to the full Board for review is appropriate. AnyAt any time, any director may at any time, review a log of all correspondence addressed to the Board and request copies of such correspondence.Can additional information on the Corporation’s website?Yes. Although the information contained on our website is not part of this Proxy Statement, youCompany’s website?CorporationCompany and our corporate governance practices atwww.lockheedmartin.com/corporate-governance. Our website contains information about our Board, Board committees, Charter,Bylaws, Code of Conduct, Governance Guidelines and information about insider transactions. Stockholders may obtain, without charge, hard copies of the above documents by writing to Investor Relations, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817.78 www.lockheedmartin.com/investorLocationThe meeting location, parking details and directions are provided Information contained on the back cover ofor made available through our website or other websites mentioned in this Proxy Statement. No parkingStatement is available at the Center for Leadership Excellence. If you plan to drive, proceed to the parking garagenot incorporated into, and is not a shuttle will take you to theAuditorium. Please plan additional time in your schedule for the shuttle. Shuttle service will begin at 7:15 a.m. The Annual Meeting will begin promptly at 8:00 a.m.Admission to the Annual MeetingAttendance at the Annual Meeting is limited to Lockheed Martin stockholders as of the Record Date (or a named and properly authorized representative), and one family member guest. We reserve the right to limit the number of non-stockholder, family member guests who may attend the Annual Meeting. All attendees must pre-register. An admission ticket will be mailed to you.Security CheckFor security reasons, an admission ticket and valid, government-issued photographic identification (such as a driver’s license or passport) are required to enter the Annual Meeting. You also will be required to enter through a security check point before being granted access into the Annual Meeting. All hand-carried itemswill be subject to inspection and will be screened at the door. Cameras, cell phones, electronic devices, bags, briefcases and packages will not be permitted in the meeting. The Corporation may implement additional security procedures to ensure the safety of the meeting attendees.Registration DeadlineIf you would like to attend the Annual Meeting, please follow the instructions below to pre-register. You are permitted one guest who must be a family member. You must also pre-register your guest and provide his or her name and address. Your request to pre-register must be received by Friday, April 20, 2018. An admission ticket will be mailed to you.Advance Registration Instructions●Registered Stockholders. If you are a registered stockholder (your shares are held in your name), you must pre-register andobtain an admission ticket by (i) checking the appropriate box on the Internet voting site, (ii) following the prompts on thetelephone voting site or (iii) marking the appropriate box onyour proxy card.●401(k) Participants. If you are a participant in the LockheedMartin 401(k) or defined contribution plans, and you receiveda 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 admissionticket 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 mustpre-register and obtain an admission ticket by contacting theCorporation at:Lockheed Martin Corporation, Office of theCorporate 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 canobtain a letter from your broker or bank.●Stockholder Proponent. If you are a stockholder proponentand have submitted a proposal that will be presented at the 2018 annual meeting, you must pre-register and obtain an admission ticket by contacting the Corporation at:LockheedMartin Corporation, Office of the Corporate Secretary, Mail Point 700, 6801 Rockledge Drive, Bethesda, MD 20817,or faxing a request to (301) 897-6960.2018 Proxy Statement 79ADDITIONAL INFORMATION AND OTHER MATTERSAppendix A: Lockheed Martin Corporation Amended and RestatedDirectors Equity PlanLOCKHEED MARTIN CORPORATION2009AMENDED AND RESTATED DIRECTORS EQUITY PLANARTICLE ITITLE, PURPOSE AND AUTHORIZED SHARESThis Plan shall be known asLockheed Martin Corporation previously established the “Lockheed Martin Corporation 2009 Directors Equity Plan”, which was approved by stockholders on April 24, 2008, andshall become effectiveon January 1,as of the Effective Date (as amended from time to time, the “2009.Plan”). The Corporation hereby amends and restates the 2009 Plan, as set forth herein, and renames the 2009 Plan the Lockheed Martin Corporation Amended and Restated Directors Equity Plan, effective as of the Restatement Date.The purpose of this Plan is to attract, motivate and retain experienced and knowledgeable directors for the Corporation and to further align their economic interests with the interests of stockholders generally.TheSubject to adjustment in accordance with Section 7.1, thetotal number of shares of Common Stock that may be subject to Options granted and Units awarded under this Plan is 600,000, subject to adjustment in accordance with Section 7.1.; provided, however, that the total number of shares of Common Stock that may be subject to Options granted and Units awarded from and after the Restatement Date is equal to (i) the number of shares of Common Stock that remain available for grant under this Plan as of the Restatement Date,1plus(ii) the number of shares of Common Stock subject to outstanding Awards as of the Restatement Date2under this Plan that on or after the Restatement Date terminate, expire, are forfeited, or paid in cash and would become available again for Awards under this Plan. Shares of Common Stock subject to an Option terminating or expiring for any reason prior to its exercise, and subject toUnits that are forfeitedor paid in cash pursuant to this Plan, once again shall be available for Awards under this Plan.ARTICLE IIDEFINITIONSThe following terms have the meanings specified below unless the context clearly indicates otherwise:2.1“Accounts” means a Director’s Stock Unit Account and Dividend Equivalent Stock Account.2.2“Annual Equity Award Amount” means a dollar amount equal to the Designated Equity Percentage multiplied by the Annual Retainer Amount, each determined as of the applicable Award Date.2.3“Annual Meeting” means an annual meeting of the stockholders of the Corporation at which Directors are elected by the stockholders.2.4“Annual Retainer Amount” means the dollar amount of the aggregate annual retainer payable by the Corporation to a Director for service as a member of the Board of Directors (excluding any retainer amount for service on committees of the Board of Directors), as it may be established from time to time.2.5“Award” means an award granted pursuant to Section 3.1.1As of the datepart of this Proxy Statement, the numberand any references to our website are intended to be inactive textual references only.2024 Proxy Statement 98 shares of Common Stock that remain available for grant under the 2009 Plan was 408,811.Non-GAAP Measures2As of the date ofCertain financial and performance metrics in this Proxy Statement the number of shares of Common Stock that were subject to outstanding Awardsare considered non-GAAP financial measures under the 2009 Plan was 135,658.80 www.lockheedmartin.com/investorAppendix A2.6“Award Date” means the second Business Day following the later of (i) the date of the first regular meeting of the Board of Directors in each calendar year or (ii) the date on which the Corporation publicly releases its financial results for the previous calendar year; provided, however, that if such second Business Day is later than February 15 ofSEC’s rules because they are calculated by adjusting a given calendar year, the Award Date shall be February 15 of that year (or if February 15 is not a Business Day, the next Business Day) (such date, a “Regular Award Date” ).”).Notwithstanding the foregoing, in the event that in a given calendar year a Director is not a member of the Board of Directors on the Regular Award Date, the Award Date for that calendar year for that Director shall be the first Business Day of the month following the month in which the Director is elected to the Board of Directors (such date, an “Interim Award Date” ).”).2.7“Beneficiary” or “Beneficiaries” has the meaning specified in Section 8.2(b).2.8“Board of Directors” or “Board” means the Board of Directors of the Corporation.2.9“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.2.10“Change in Control” means:(a) A tender offer or exchange offer is consummated for the ownership of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding voting securities entitled to vote in the election of directors of the Corporation.(b) The Corporation is merged, combined, consolidated, recapitalized or otherwise reorganized with one or more other entities that are not Subsidiaries and, as a result of the merger, combination, consolidation, recapitalization or other reorganization, less than 75% of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be owned in the aggregate by the stockholders of the Corporation (directly or indirectly), determined on the basis of record ownership as of the date of determination of holders entitled to vote on the action (or in the absence of a vote, the day immediately prior to the event).(c) Any person (as this term is used in Section 3(a)(9) and Section 13(d)(3) of the Exchange Act, but excluding any person described in and satisfying the conditions of Rule 13d-1(b) (1) thereunder), becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding securities entitled to vote in the election of directors of the Corporation.(d) At any time within any period of two years after a tender offer, merger, combination, consolidation, recapitalization, or other reorganization or a contested election, or any combination of these events, the Incumbent Directors shall cease to constitute at least a majority of the authorized number of members of the Board. For purposes of this provision, “Incumbent Directors” means the persons who were members of the Board immediately before the first of these events and the persons who were elected or nominated as their successors or pursuant to increases in the size of the Board by a vote of at least 75% of the Board members who were then Board members (or successors or additional members so elected or nominated).(e) The stockholders of the Corporation approve a plan of liquidation and dissolution or the sale or transfer of all or substantially all of the Corporation’s business and/or assets as an entirety to an entity that is not a Subsidiary.Notwithstanding the foregoing, in the event the Board of Directors or a committee of the Board determines that an Award could be subject to taxation under Section 409A(a)(1) of the Code, a Change in Control shall have no effect on the Award unless the Change in Control also would constitute a change in the ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code.2.11“Code” means the Internal Revenue Code of 1986, as amended from time to time.2.12“Common Stock” or “Stock” means shares of Common Stock of the Corporation, par value $1.00 per share, subject to adjustments made pursuant to Section 7.1 or by operation of law.2.13“Corporation” means Lockheed Martin Corporation, a Maryland corporation, and its successors and assigns.2.14“Designated Equity Percentage” means the percentage of the Annual Retainer Amount determined from time to time by the Board of Directors or a committee of the Board as payable in Options or Units or a combination thereof under this Plan; provided, however, that absent such a determination, the Designated Equity Percentage shall be 50%.2018 Proxy Statement 81Appendix A2.15“Director” means a member of the Board of Directors of the Corporation who is not an officer or employee of the Corporation or any of its subsidiaries.2.16“Director Stock Ownership Guidelines” means the stock ownership guidelines applicable to Directors, as set forth in the Lockheed Martin Corporate Governance Guidelines, as it may be amended from time to time.2.17“Disability” means “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.2.18“Dividend Equivalent” means the amount of cash dividends or other cash distributions that would have been paid by the Corporation on Stock Units then credited to a Director’s Accounts had those Stock Units been shares of Common Stock.2.19“Dividend Equivalent Stock Account” means the bookkeeping account maintained by the Corporation on behalf of a Director which is credited with Dividend Equivalents in the form of Stock Unitscomparable measure calculated in accordance with Section 4.2.2.20“Effective Date” means January 1, 2009.2.21“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.2.22“Fair Market Value” means, for purposes of determining the exercise price of an Option or the value of a Stock Unit, the closing price of the Stock as reported on the composite tape of the New York Stock Exchange on the relevant date, or, if no sale of Stock is reported for that day, the next succeeding day for which there is a reported sale. For purposes of determining the number of Options to be issued as part or all of an Award pursuant to Section 3.1(a), (b) or (c), Fair Market Value shall mean the fair market value of an option to buy Stock granted on the applicable Award Date as determined using the option pricing methodology as applied by the Corporation for its financial statement reporting purposes as of the Award Date.2.23“Option” means a nonqualified option to purchase shares of Common Stock with the terms and conditions described in Article V.2.24“Plan” means the Lockheed Martin Corporation2009Amended and Restated Directors Equity Plan.2.25“Restatement Date” means the date on which this Plan is approved by the stockholders of the Corporation.2.252.26“Retirement” means retirement from the Corporation as a Director at an Annual Meeting at which the Director is not eligible to stand for reelection as a result of the mandatory retirement age provisions of Section 2.03 of the Corporation’s Bylaws.2.262.27“Stock Unit” or “Unit” means a non-voting unit of measurement that is deemed for bookkeeping purposes to be equivalent to an outstanding share of Common Stock of the Corporation.2.272.28“Stock Unit Account” means the bookkeeping account maintained by the Corporation on behalf of each Director who is credited with Stock Units in accordance with Section 4.1.2.282.29“Subsidiary” means, as to any person, any corporation, association, partnership, limited liability company, joint venture or other business entity of which 50% or more of the voting stock or other equity interests (in the case of entities other than corporations), is owned or controlled (directly or indirectly) by that entity, or by one or more Subsidiaries of that entity, or by a combination thereof.ARTICLE IIIPARTICIPATION3.1 Award.(a) On each Regular Award Date during the term of this Plan, each Director shall be granted, in the form elected by the Director in accordance with Section 3.2, one of the following Awards:(i) Units with a Fair Market Value equal to the Annual Equity Award Amount, which Units shall be credited to the Director’s Stock Unit Account;(ii) Units with a Fair Market Value equal to 50% of the Annual Equity Award Amount, which Units shall be credited to the Director’s Stock Unit Account, and Options with a Fair Market Value equal to 50% of the Annual Equity Award Amount; or(iii) Options with a Fair Market Value equal to the Annual Equity Award Amount.82 www.lockheedmartin.com/investorAppendix ANotwithstanding the foregoing, from time to time the Board by resolution may limit the types of Awards that Directors may elect under this Section 3.1.(b) In the case of a Director who is not serving as a Director on the Regular Award Date for a given calendar year but (i) is elected a Director at the Annual Meeting for that year, or (ii) is elected a Director to fill a vacancy at any other time during the year, on the Interim Award Date for the calendar year in which the Director is so elected the Director shall be granted, in the form elected by the Director in accordance with Section 3.2, an Award that shall be prorated based on the number of full months remaining in the calendar year. With respect to Awards granted pursuant to this Section 3.1(b), a Director shall be entitled to elect in accordance with Section 3.2 whether the Award is to be payable in Units, Options or a combination of Units and Options in the proportions contemplated by Section 3.1(a) for Awards granted on a Regular Award Date.(c) In the case of a Director who will be eligible for Retirement at the Annual Meeting following a Regular Award Date, the Award to be made to the Director on that Regular Award Date shall be one-third of the amount of the Award the Director otherwise would be entitled to receive under Section 3.1(a).(d) For purposes of this Section 3.1, Fair Market Value shall be determined on the applicable Award Date.3.2 ElectionU.S. generally accepted accounting principles (GAAP). On or prior to December 31 of the calendar year prior to each Award Date, a Director must, if applicable, file an election form, as provided by the Corporation, with the Secretary of the Corporation specifying the form of the Award the Director elects to receive pursuant to Section 3.1. A Director’s election shall be irrevocable during any calendar year in which it is in effect. A Director’s election as to the form of an Award shall remain in effect and shall be deemed to have been made for the next calendar year unless the Director files a revised election form with the Secretary of the Corporation by December 31 of the calendar year. Notwithstanding the foregoing, in a Director’s first year of service on the Board, an election as to the form of Award the Director elects to receive shall be valid if it is filed within 30 days after the Director commences service as a Director and in any event prior to the applicable Award Date. At the time a Director makes an election specifying the form of Award the Director elects to receive pursuant to Section 3.1, the Director also shall specify the time, manner and form of distribution, pursuant to Section 4.4, for the particular Award to which the election relates, as applicable. In the absence of an initial election as to the form of Award, the Director shall be deemed to have elected an Award consisting entirely of Units and shall be deemed to have elected a lump sum distribution payable in Stockuponon the first Business Day of the month followinghis or her termination of service,in accordance with Section 4.4. If a Director makes an initial election to receive Units, but does not make an election as to the time, manner and form of distribution, the Director shall be deemed to have elected a lump sum distribution payable in Stockuponon the first Business Day ofthe month following his or her termination of service,in accordance with Section 4.4. Any election by a Director of the time, manner and form of distribution of an Award shall be subject to change as provided in Section 4.4(f).ARTICLE IVSTOCK UNITS4.1 Stock Unit Account. If a Director elects an Award consisting in whole or in part of Stock Units, the Stock Unit Account of the Director shall be credited on the Award Date with either (i) Units determined pursuant to Section 3.1(a)(i) and, to the extent applicable, Section 3.1(b) or (c), or (ii) Units determined pursuant to Section 3.1(a)(ii) and, to the extent applicable, Section 3.1(b) or (c).4.2 Dividend Equivalents; Dividend Equivalent Stock Account(a)Allocation of Dividend Equivalents. Each Director shall be entitled to receive Dividend Equivalents on the Units credited to his or her Accounts, both before and after a termination of service. The Dividend Equivalents shall be credited to the Director’s Dividend Equivalent Stock Account in accordance with Section 4.2(b) below.).(b)Dividend Equivalent Stock Account. Each Director’s Dividend Equivalent Stock Account shall be credited from time to time with an additional number of Units determined by dividing the dollar amount of the Director’s Dividend Equivalents by the Fair Market Value of a share of Common Stock as of the date on which the dividends to which such Dividend Equivalents relate are payable to stockholders of the Corporation. The Units credited to a Director’s Dividend Equivalent Stock Account shall be allocated (for purposes of distribution) in accordance with Section 4.4(b) and shall be subject to adjustment in accordance with Section 7.1.2018 Proxy Statement 83Appendix A4.3 Vesting of Stock Unit Account and Dividend Equivalent Stock Account. A Director’s Units held in his or her Stock Unit Account shall vest as follows: 50% of the Units shall vest on June 30 following the applicable Award Date and 50% of the Units shall vest on December 31 following the applicable Award Date. Notwithstanding the foregoing provisions of this Section 4.3, all Units held in a Director’s Stock Unit Account shall vest (i) upon a Change in Control or upon termination of service as a Director as a result of the Director’s Retirement, death or Disability, (ii) in the case of Units awarded pursuant to Section 3.1(b), 100% on December 31 following the applicable Interim Award Date, and (iii) in the case of Units awarded prior to the date of the Annual Meeting for a given year where a Director does not stand for reelection at the Annual Meeting (other than as a result of Retirement, death or Disability) or stands for reelection but is not elected at the Annual Meeting, one-third on the day of the Annual Meeting. A Director’s Units held in his or her Dividend Equivalent Stock Account shall vest when the related Units in the Stock Unit Account vest. Except as set forth above, if a Director’s service as a Director terminates, all unvested Units shall be forfeited.4.4 Distribution of Benefits(a)Commencement of Benefits Distribution. Subject to the terms of Section 4.3 and this Section 4.4, each Director shall be entitled to receive a distribution of his or her Accountsupon aon the first Business Day of the month following his or her termination of serviceas a Director for any reason; provided, however, that for an Award granted on or after January 1, 2018 (together with any Dividend Equivalents thereon), a Director who as of November 1 of the calendar year prior to the Award Date for such Award has satisfied the Director Stock Ownership Guidelines shall be permitted to make an election in accordance with Section 3.2 to receive such Award (together with any Dividend Equivalents thereon) on thefirst business day of the month following the earlier of termination of service and the March 31 immediately following the first anniversary of the Award Date for such Award, in which case such Award (together with any Dividend Equivalents thereon) shall be distributed at such time. Benefits shall be distributed at the time or times set forth in, in accordance with this Section 4.4.(b)Manner of Distribution(i)Basic Distributions. The benefits payable under this Section 4.4 shall be distributed to the Director in a lump sum payable entirely in Stock, unless the Director elects in writing (on forms provided by the Corporation), either at the time of making the initial election or by the time specified in Section 4.4(f), to receive a distribution of benefits entirely or partially in cash or a distribution of benefits in up to 20 annual installments. Elections with respect to any Units in the Stock Unit Account shall apply to all related Units in a Director’s Dividend Equivalent Stock Account. Payment shall be made or commence as of the later ofthe first Business Day of the month followingthe time specified in Section 4.4(a) or, if necessary to ensure that an exemption is availablepursuant to Rule 16b-3 under the Exchange Act, the first Business Day of the seventh month following such time, and, in the case of installment payments, shall be made on the first Business Day of such month on an annual basis thereafter until all such installment payments have been made. To the extent an installment is payable in cash, the amount of the installment shall be equal to (i) the Fair Market Value of the Units allocated to a Director’s Accounts and subject to a cash distribution election as of thelastfourth Business Dayof the month preceding the particular installment payment(or, with respect to the first installment payment, the first Business Day after the date of the payment trigger event, if later), divided by (ii) the number of installments yet to be paid.(ii)Special Distribution Rules. Notwithstanding the foregoing, if the aggregate vested balance in a Director’s Accounts at the date of termination of service as a Director has a Fair Market Value equal to or less than $10,000, then the balance shall be distributed in a lump sum in cash on the first Business Day of the month following the date of termination of service as a Director. In no event shall any payment made pursuant to the previous sentence be made after March 15 of the calendar year following the year in which the Director has terminated service as a director of the Corporation. In the event of a Change in Control or a Director’s termination of service as a result of death or Disability,or in the event a Director elects to receive an Award on the earlier of termination of service and the March 31 immediately following the first anniversary of the Award Date in accordance with Section 4.4(a),the benefits payable under this Section 4.4 shall be distributed to the Director or the Director’s Beneficiaries in a lump sum in cash.as soon as administratively practicable following such event. A distribution under the preceding sentence in the event of a Change in Control shall be authorized only to the extent the Company determines that the resulting distribution would not subject the Director to liability for interest or tax under Section 409A of the Code.In the event a Director elects to receive an Award on the first Business Day of the month following the earlier of termination of service and the March 31 immediately following the first anniversary of the Award Date in accordance with Section 4.4(a), such benefits shall be distributed to the Director in a lump sum at such time.In the event a Director has elected installment payments in respect of Units held in the Director’s Accounts and prior to the final installment payment the Director dies, the remaining installment payments shall be paid to the Beneficiaries in a lump sum in cashas soon as administratively practicable following such death.(c)Form of Distribution. Stock Units shall be paid and distributed by means of a distribution of (i) an equivalent whole number of shares of Common Stock or (ii) cash in an amount equal to the Fair Market Value of an equivalent number of shares of Common Stock, in each case valued as of thepayment time set forth in Section 4.4(a) (or, (a) inlater of thecase of installment payments under84 www.lockheedmartin.com/investorAppendix ASection 4.4(b)(i), as of the lastfourth Business Day of the monthpreceding the particular installmentpayment date and the first Business Day after the date of thepayment, or (b) in the case of cash distributions as a result of Section 4.4(b)(ii), as of the date of thetrigger eventthat triggers the payment)..Any fractional interest in a Unit shall be paid in cash and only at the time of the final distribution to a Director or his or her Beneficiaries. The Director may elect to have Stock Units credited to the Director’s Stock Unit Account and Dividend Equivalent Stock Account paid and distributed in the form of cash, whole shares of Common Stock or a combination of cash and whole shares of Common Stock by making a written election (on forms provided by the Corporation) as to the percentage the Director elects to receive in the form of cash and the percentage the Director elects to receive in whole shares of Common Stock, which election shall be made on or before the fourth Business Day preceding the initial payment date.(d)Sub-Accounts. The Board of Directors or a committee of the Board to whom the Board has delegated its authority under this Plan (or any person to whom the Board of Directors or a committee of the Board has further delegated ministerial, bookkeeping or other non-discretionary functions pursuant to Section 6.2) may maintain such sub-accounts within a Director’s Accounts as may be necessary or convenient to determine which Units are subject to any distribution elections under Section 3.2 and Section 4.4.(e)Limitations of Distributions. Notwithstanding anything herein to the contrary, no distribution may be made in respect of any Units prior to the six-month anniversary of the crediting of the Units to a Director’s Stock Unit Account (or, in the case of Units held in a Director’s Dividend Equivalent Stock Account, prior to the six-month anniversary of the crediting of the related Units to the Director’s Stock Unit Account). Notwithstanding any other provisions of this Plan to the contrary, in the event Section 409A(a)(2)(B)(i) of the Code applies because a Director was a key employee of the Corporation within the meaning of that section, any distribution to the Director under this Plan shall be delayed until six months after separation from service as a Director (or, if earlier, the date of the Director’s death).(f)Timing of Distributions. A Director may change any election as to whether the distribution is to be made in a lump sum or in installment payments, with respect to all of the Director’s Accounts or with respect to one or more specific Awards under this Plan, or any election as to the time of distribution, with respect to one or more Awards under this Plan granted on or after January 1, 2018, by executing and delivering to the Corporation a new election form (on the form prescribed by the Corporation). Any such election must be made prior to the close of business on the last day on which the Director serves as a member of the Board of Directors and at least 12 months before the date the first payment would be due under the Director’s previous election; provided, however, that the first payment must be delayed by at least 60 months from the date the first payment would be due under the Director’s previous election. In the event a change of election does not satisfy the requirements of this Section 4.4(f), the election shall be void and the Director’s Award shall be distributed at the time and in the manner contemplated by the previous valid election of the Director or, if no such valid election exists, in a lump sum.4.5 Limitations on Rights Associated with Units. A Director’s Accounts shall be memorandum accounts on the books of the Corporation. Units credited to a Director’s Accounts shall be used solely as a device for the determination of the number of shares of Common Stock or the amount of cash to be distributed to the Director in accordance with this Plan. Units shall not be treated as property or as a trust fund of any kind, and shall not create a security interest in any property of the Corporation or any of its Subsidiaries; provided, however, that the Corporation shall reserve shares of Common Stock to satisfy its obligations under this Plan. All shares of Common Stock or other amounts attributed to the Units shall be and remain the sole property of the Corporation, and each Director’s rights in the Units are limited to the right to receive shares of Common Stock or cash in the future in accordance with this Plan. No Director shall be entitled to any voting or other rights of a stockholder with respect to Units granted under this Plan unless and until shares of Common Stock are distributed to the Director under this Plan. The number of Units credited under this Article shall be subject to adjustment in accordance with Section 7.1.ARTICLE VSTOCK OPTIONSAll Options granted pursuant to this Plan shall be subject to the following terms and conditions:5.1 Exercise Price. The exercise price of each Option granted under this Plan shall be equal to 100% of the Fair Market Value of the Stock on the applicable Award Date.5.2 Non-transferability of Options. Options shall not be assignable or transferable by the Director other than by bequest or by the laws of descent and distribution. Options shall be exercisable during the Director’s lifetime only by the Director or by his or her guardian or legal representative. The designation of a Beneficiary under this Plan and the transfer of an Option to a Beneficiary upon a Director’s death is not a prohibited transfer under this Plan.2018 Proxy Statement 85Appendix A5.3 Vesting; Term of Options; Limitations on Exercisability. Options shall become exercisable as follows: 50% of the Options shall become exercisable on June 30 following the applicable Award Date and 50% of the Options shall become exercisable on December 31 following the applicable Award Date. Notwithstanding the foregoing provisions of this Section 5.3, (i) upon a Change in Control or in the event a Director’s service as a Director terminates by reason of the Director’s Retirement, death or Disability, all Options shall become exercisable, (ii) all Options awarded pursuant to Section 3.1(b) shall become exercisable on December 31 following the applicable Interim Award Date and (iii) in the case of Options awarded prior to the Annual Meeting for a given year where a Director does not stand for reelection at the Annual Meeting (other than as a result of Retirement, death or Disability) or stands for reelection but is not elected at the Annual Meeting, one-third of the Options shall become exercisable on the day of the Annual Meeting. Options shall expire on the tenth anniversary of the applicable Award Date; provided, however, that, except as set forth above, if a Director’s service as a Director terminates, all unvested Options shall be forfeited.5.4 Payment of Exercise Price. The exercise price of Options shall be paid in cash at the time of exercise, except that in lieu of all or part of the cash, the Director may tender Stock to the Corporation having a Fair Market Value equal to the exercise price, less any cash paid. In addition to the foregoing, subject to any restrictions contemplated by Section 13(k) of the Exchange Act, the Board may permit the exercise of an Option and payment of any applicable withholding tax in respect of an Option by delivery of notice, subject to the Corporation’s receipt from a third party of payment (or commitment to make payment) in full in cash for the exercise price and the applicable withholding prior to issuance of Stock, in the manner and subject to the procedures as may be established from time to time. The Fair Market Value of Stock tendered as payment of all or part of the price of Options shall be determined as of the Business Day on which the Options are exercised.5.5 Rights as Stockholder. A Director or his or her Beneficiary shall have no rights as a stockholder of the Corporation with respect to any unissued shares of Common Stock covered by an Option until the date the Director or Beneficiary exercises the Option and becomes the holder of record of the underlying shares of Common Stock. Except as provided in Section 7.1, no adjustment or other provision shall be made for dividends or other rights as a stockholder until such time as a Director or his or her Beneficiary becomes the holder of record of the underlying shares of Common Stock.5.6 No Repricing. No Option may be re-priced, replaced, re-granted through cancellation, or modified without stockholder approval (except in connection with a change in the Common Stock or the capitalization of the Corporation as provided in Article 7) if the effect would be to reduce the exercise price for the shares underlying such Option. In addition, no Option may be repurchased or otherwise cancelled in exchange for cash (except in connection with a change in the Common Stock or the capitalization of the Corporation as provided in Article 7) if the exercise price is equal to or less than the Fair Market Value of the Common Stock at the time of such repurchase or exchange. Notwithstanding anything herein to the contrary, the Board may take any such action set forth in this Section 5.6 subject to the approval of the stockholders of the Corporation.ARTICLE VIADMINISTRATION6.1 Administration. This Plan shall be self-executing and shall operate as a formula plan. To the extent necessary for the operation of this Plan, it shall be construed, interpreted and administered by the Board of Directors or a committee of the Board appointed by the Board to act on its behalf under this Plan. Notwithstanding the foregoing,but subject to Sections5.6,7.1 and 7.2, the Board shall have no authority to change the exercise price of any outstanding Option granted under this Plan and no Director shall participate in any decision relating solely to his or her benefits (other than approval of the Award).6.2 Decisions Final; Delegation; Reliance; and Limitation on Liability. Any determination of the Board of Directors or a committee of the Board to whom the Board has delegated authority under this Plan shall be conclusive. In performing its duties, the Board of Directors or any such committee of the Board shall be entitled to rely on public records and on information, opinions, reports or statements prepared or presented by officers or employees of the Corporation or other experts believed to be reliable and competent. The Board of Directors or a committee of the Board to whom the Board has delegated authority may delegate ministerial, bookkeeping and other non-discretionary functions to individuals who are officers or employees of the Corporation.Neither the Corporation nor any member of the Board of Directors, nor any other person participating in any determination of any question under this Plan, or in the interpretation, administration or application of this Plan, shall have any liability to any party for any action taken or not taken in good faith under this Plan or for the failure of an Award (or action or payment in respect of an Award) to satisfy Code requirements for realization of intended tax consequences, to qualify for exemption or relief under Rule 16b-3 under the Exchange Act, or to comply with any other law, compliance with which is not required by the Corporation.86 www.lockheedmartin.com/investorAppendix AARTICLE VIIPLAN CHANGES AND TERMINATION7.1 Adjustments upon Changes in Common Stock. If there shall occur any recapitalization, stock split (including a stock split in the form of a stock dividend), reverse stock split, merger, combination, consolidation or other reorganization or any extraordinary dividend or other extraordinary distribution in respect of the Stock (whether in the form of cash, Stock or other property), or any split-up, spin-off, split-off, extraordinary redemption, or exchange of outstanding Stock, or there shall occur any other similar corporate transaction or event in respect of the Stock, or a sale of all or substantially all the assets of the Corporation as an entirety, then the Board of Directors or a committee of the Board to whom the Board has delegated authority shall, in the manner and to the extent, if any, as it deems appropriate and equitable and consistent with the terms of this Plan, and taking into consideration the effect of the event on the holders of the Stock as well as on Directors holding Options or Units under this Plan, proportionately adjust any or all of the following:(a) the number of shares of Stock and Units or the type of securities that thereafter may be made the subject of Awards (including the specific maximum and number of shares of Stock or Units set forth elsewhere in this Plan);(b) the number of shares of Stock, Units, other securities or cash subject to any or all outstanding Awards;(c) the exercise price of any outstanding Options;(d) the securities, cash or other property deliverable upon exercise of any or all outstanding Options; or(e) any other terms as are affected by the event.The Board of Directors or a committee of the Board to whom the Board has delegated authority may act prior to an event described in this Section 7.1 (including at the time of an Award by means of more specific provisions in the Award Agreement) if deemed necessary or appropriate to permit a Director or his or her Beneficiaries to realize the benefits intended to be conveyed by an Award in the case of an event described in this Section 7.1.7.2 Amendments. The Board of Directors shall have the right to amend this Plan in whole or in part or to suspend or terminate this Plan, except that no amendment shall be made that would result in liability for interest or tax under Code Section 409A and no amendment, suspension, or termination may cancel or otherwise adversely affect in any way, without written consent, any Director’s rights with respect to (i) Stock Units and Dividend Equivalents credited to his or her Accounts or (ii) Options awarded prior to the effective date of the amendment, suspension or termination.7.3 Term. Awards may be made under this Planfor a period of 10 years from the Effective Dateat any time on or before December 31, 2028, but continuance of this Plan is not a contractual obligation of the Corporation. In the event that the Board of Directors decides to terminate this Plan, it shall notify the Directors of its action in writing, and this Plan shall be terminated at the time set by the Board of Directors. Notwithstanding any termination of this Plan, unless otherwise agreed in writing by the applicable Director or his or her Beneficiaries, any outstanding Awards as of the date of termination of this Plan shall continue in effect on the terms and subject to the conditions set forth in this Plan.7.4 Distributions in Respect of Units upon Termination. If this Plan terminates pursuant to Section 7.3, the distribution of the Accounts of a Director shall be made at the time provided in Section 4.4 and in a manner consistent with any elections made or deemed to have been made by the Director pursuant to Section 4.4.ARTICLE VIIIMISCELLANEOUS8.1 Limitation on Directors’ Rights. Participation in this Plan shall not give any Director the right to continue to serve as a member of the Board of Directors or any rights or interests other than as provided in this Plan. No Director shall have any right to any payment or benefit except to the extent provided in this Plan or in any other plan, arrangement or binding contract set forth in a written agreement with the Corporation. This Plan shall create only a contractual obligation of the Corporation to provide the benefits described in this Plan and shall not be construed as creating a trust. This Plan has no assets and Directors shall only have rights as general unsecured creditors of the Corporation for any amounts credited or vested and benefits payable under this Plan.2018 Proxy Statement 87Appendix A8.2 Beneficiaries.(a)Beneficiary Designation. Upon forms provided and in accordance with procedures established by the Corporation, each Director may designate in writing (and change a previous designation of) the Beneficiary or Beneficiaries (as defined in Section 8.2(b)) that the Director chooses to receive the cash or Common Stock payable under this Plan after his or her death, subject to applicable laws (including any applicable community property and probate laws).(b)Definition of Beneficiary. A Director’s “Beneficiary” or “Beneficiaries” shall be the person or persons, including a trust or trusts, validly designated by the Director in writing on a form provided by the Corporation or, in the absence of a valid designation, the personal representative of the Director’s estate in the event of the Director’s death.8.3 Corporation’s Right to Withhold. The Corporation shall satisfy state and federal income tax withholding obligations, if any, arising upon distribution ofall or a part ofa Director’s Account or arising out of the issuance of shares of Common Stock upon the exercise of Options granted under this Plan by withholding cash or reducing the number of shares of Common Stock otherwise deliverable to the Director or his or her Beneficiary or Beneficiaries by the appropriate number of shares (based on the Fair Market Value on the date of the distribution or, in the case of the exercise of Options, on the day on which the Options are exercised) required to satisfy such tax withholding obligation. If the Corporation, for any reason, cannot satisfy the tax withholding obligation in accordance with the preceding sentence, the Director shall pay or provide for payment in cash of the amount of any taxes that the Corporation may be required to withhold with respect to the benefits hereunder.8.4 Benefits Not Assignable; Obligations Binding Upon Successors. Except as provided in Section 8.2, benefits of a Director under this Plan shall not be assignable or transferable and any purported transfer, assignment, pledge or other encumbrance or attachment of any payments or benefits under this Plan, or any interest therein, shall not be permitted or recognized. Obligations of the Corporation under this Plan shall be binding upon successors of the Corporation.8.5 Governing Law; Severability. The validity of this Plan or any of its provisions shall be construed, administered and governed in all respects under and by the laws of the State of Maryland without regard to conflict of laws provisions of Maryland law. If any provisions of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.8.6 Compliance With Laws. This Plan and the offer, issuance and delivery of shares of Common Stock and/or the payment and deferral of compensation under this Plan are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal reporting, registration, insider trading and other securities laws) and to such approvals by any stock exchange, listing agency or regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring the securities shall, if requested by the Corporation, provide such assurances and representations to the Corporation as the Corporation may deem necessary or desirable to assure compliance with all applicable legal requirements.8.7 Plan Construction. It is the intent of the Corporation that this Plan satisfy and be interpreted in a manner that satisfies the applicable requirements of Rule 16b-3 under the Exchange Act so that Directors will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be subjected to liability thereunder. This Plan also is intended to comply with the requirements of Section 409A of the Code and any regulations or other guidance issued thereunder so that Directors are not subject to liability for interest or tax under Section 409A. If any provision of this Plan is determined not to conform to the requirements of Section 409A of the Code, this Plan shall be interpreted to omit the offending provision. Any interpretation contrary to the foregoing shall be avoided.8.8 Headings Not Part of Plan. Headings and subheadings in this Plan are inserted for reference only and are not to be considered in the interpretation of any provisions of this Plan.ThisThe 2009Planhas been, as it is proposed to be amended and restated, wasapproved by the Board of Directors on February28, 2008 ●22, 2018, and,if approved by the stockholders of the Corporation at the 20018 annual meeting of stockholders shall be effective as ofJanuary 1, 2009the Restatement Date.88 www.lockheedmartin.com/investorAppendix B: Definition of Non-GAAP (Generally Accepted Accounting Principles) MeasuresThis Proxy Statement contains non-GAAP financial measures (as defined by SEC Regulation G). WhileAlthough we believe that these non-GAAP financial measures may be useful in evaluating Lockheed Martin,the Company and its compensation plans, this information should be considered supplemental to, and isnotis not a substitute for, financial information prepared in accordance with GAAP. In addition, our definitions for non-GAAP measures may differ from similarly titled measures used by other companies or analysts.Segment Operating Profitrepresentsand Free Cash Flow used for compensation purposes may differ from the totalamounts reported in our periodic reports filed with the SEC and our earnings releases because the Compensation Committee has set required adjustments to those measures for compensation purposes. Those potential adjustments are described below.segments before unallocated incomeperformance and expense, interest expense, other non-operating incomeoverall liquidity and expense, and income tax expense. This measureit is used by our senior management inevaluating the performance of our business segments. The caption “Total Unallocated Items” reconciles Segment Operating Profit to Consolidated Operating Profit. We use Segment Operating Profit as a performance goal in our annual and long-term incentive plans. We believe Free Cash Flow is a useful measure for investors because it represents the amount of cash generated from operations after reinvesting in the business that may be available to return to stockholders and creditors (through dividends, stock repurchases and debt repayments) or available to fund acquisitions or other investments. The entire Free Cash Flow amount is not necessarily available for discretionary expenditures, however, because it does not account for certain mandatory expenditures, such as the repayment of maturing debt and pension contributions.2017 ($M) Profit Segment Operating Profit $ 5,115 Total Unallocated Items 806 Consolidated Operating Profit $ 5,921 2023 2022 2021 ($M) ($) ($) ($) Cash from Operations (GAAP) 7,920 7,802 9,221 Capital Expenditures (1,691) (1,670) (1,522) Free Cash Flow (Non-GAAP) 6,229 6,132 7,699 2021-2023 Cash Flow ($M) ($) Cash from Operations (GAAP) 24,943 Pension Funding Adjustment Actual Pension Funding 0 Planned Pension Funding 2,510 Delta: Forecasted vs. Actual Pension Contributions (2,510) Adjustment for Unplanned Tax Payments related to Divestitures (26) Adjustment for Unplanned Tax Payments related to Reduction in Planned Pension Contributions 608 Adjustment for Implementation of American Rescue Plan Act 927 Adjustment for Tax Payment related to Interpretations in Law related to the Amortization of R&D expenditures (2,394) Net Adjusting Items (3,395) Performance Cash (Non-GAAP) 21,548 99 2024 Proxy Statement is defined as the Company’s net earnings plus after-tax interest expense divided by average invested capital (total equity plus debt) after adjusting total equity by adding back adjustments related to the Corporation’sCompany’s post-retirement benefit plans. We use ROIC as a performance measure for PSUs and LTIP awards and PSUs.ROIC Calculation ($M) Three-Year
2015–2017Net Earnings(a) 3,636 Adjustments for DTA Charge and ASU 2016-09(g) 514 Adjusted Net Earnings $ 4,150 Interest Expense (multiplied by 65%)(a)(b) 381 Return $ 4,531 Average Debt(c)(d) $ 12,495 Average Equity(d)(e) 2,488 Average Benefit Plan Adjustments(d)(f) 11,507 Average Invested Capital $ 26,490 ROIC 17.1 % (a)Three-year 2015-2017 values for Net Earnings and Interest Expense reflect average values over the period.(b)Represents after-tax interest expense utilizing the federal statutory rate of 35 percent. 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.(c)Debt consists of long-term debt, including current maturities, and short-term borrowings (if any).(d)The three-year averages are calculated using thirteen quarter point balances at the start of the planthis metric is subject to mandatory adjustment for purposes of determining performance period and at the end of each quarter for each of the three-years in the performance period.(e)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 deferred tax asset (DTA) charge noted in footnote (g) below.(f)Average Benefit Plan Adjustments reflect the cumulative value of entries identified in the Corporation’s Consolidated Statements of Equity.(g)Net earnings was adjusted to normalize the ROIC calculation for the $270 million tax benefit associated with the adoption of Accounting Standards Update No. 2016-09 and for the $1.8 billion DTA charge realized in December 2017 as a result of the Federal Government’s enactment of the Tax Cuts and Jobs Act.2018 Proxy Statement 89Appendix BPerformance CashPerformance Cash represents the Corporation’s Cash from Operations adjusted to exclude: (1) the difference between actual and planned pension funding under the Corporation’s Long-Range PlanPSU and (2)LTIP awards. That required adjustment is set out in the applicable PSU and LTIP award agreement and includes changes in forecasted pension contributions, changes in accounting (GAAP) standards, impacts of an acquisition or divestiture valued at more than $1 billion, tax reform or changes in tax laws or interpretations of law related to the amortization of R&D expenditures for tax purposes, noncash settlement charges associated with pension risk transfer transactions, unplanned tax payments or benefits associated with divestitures, profit changes due to the timing or recognition of a loss on divestituresa specific strategic program, or limitations on the deductibility of interest expense. For the 2021-2023 performance cycle award agreements, ROIC was calculated as set forth in the table below:ROIC Calculation ($M) $ 6,322 1,124 555 Return $ 8,001 $ 13,714 9,012 1,909 10,645 Average Invested Capital $ 35,280 ROIC 22.7 % units.segments before items of unallocated income and expense. This definitionmeasure is used by our senior management in evaluating the performance of our business segments and is a performance goal in our annual incentive planplan. This metric is subject to mandatory adjustments for purposes of determining performance limitation testingfor the annual incentive plan. These mandatory adjustments are set forth in a Compensation Committee resolution and include adjustments for the timing or recognition of loss on an identified strategic program. For 2023, Segment Operating Profit was reduced by $31 million for compensation purposes to reflect that required adjustment as shown in our award agreements for RSUs, LTIP and PSUs. The performance limitation isthe table below:2023 ($M) ($) Consolidated Operating Profit (GAAP) 8,507 Unallocated Items FAS/CAS operating adjustment (1,660) Severance and other charges 92 Intangible asset amortization expense 247 Other, net 203 Segment Operating Profit (Non-GAAP) 7,389 Adjustment for timing of recognition of a loss on a strategic program* (31) Adjusted Segment Operating Profit (Non-GAAP) 7,358 on page 38.Cash Flow ($M) 2017 2015–2017 Cash from Operations $ 6,476 $ 16,766 Pension Funding Adjustment Actual Pension Funding 142 347 Planned Pension Funding 46 155 Delta 96 192 Adjustment for Unplanned Tax Payments / (Benefits) on Divestitures (4 ) (65 ) Net Adjusting Items $ 92 $ 127 Performance Cash $ 6,568 $ 16,893 90 www.lockheedmartin.com/investor2024 Proxy Statement 100 ●Corporation’sCompany’s reliance on contracts with the U.S. Government, which are conditioned upon the availability ofdependent on U.S. Government funding and can be terminated by the U.S. Government for convenience, and the Corporation’sCompany’s ability to negotiate favorable contract terms;●any failure to further raisethe risk of future budget cuts, the impact of continuing resolution funding mechanisms and the debt ceiling and the potential for a government shutdown; affordability initiatives; the implementation of automatic sequestration under the Budget Control Act of 2011 or Congressional actions intended to replace sequestration;●shutdowns and changing funding and acquisition priorities; Corporation’s largest, the F-35 program;●●Corporation’simpact of inflation and other cost pressures;internationally;internationally and the differing risks posed by international sales, including those involving commercial relationships with unfamiliar customers and different cultures; our ability to recover investments which is frequently dependent upon the successful operation of ventures that we do not control; and sales;budgets;●budgets and planned orders, including potential effects from fluctuations in currency exchange rates; Corporation’sCompany’s products and services, including increased pricing pressures, competition from outside startups and non-traditional defense contractors;aerospace and defense industry, and increased bid protests;●planned production rates for significant programs; compliance with stringent performance and reliability standards; materials availability;●the performance and financial viability of key suppliers, teammates, ventures, venture partners, subcontractors and customers;●the timing and customer acceptance of product deliveries;●the Corporation’sCompany’s ability to continuedevelop and commercialize new technologies and products, including emerging digital and network technologies and capabilities;innovate and develop new products andbenefit fully from or adequately protect its intellectual property rights;key personnel and transfer knowledge to new personnel;a highly skilled workforce, the impact of work stoppages or other labor disruptions;●the impact of tofaced by the Corporation’s businesses;●Company or its suppliers; Corporation’sCompany’s ability to implement and continue, and the timing and impact of, capitalization changes such as share repurchases, and dividend payments (including and financing transactions;availability of sufficient net earnings to permit such distributions under Maryland law), pension funding as well as the pace and effect of any such capitalization changes;●the Corporation’sCompany’s ability to recover certain costs under U.S. Government contractsmeet its sustainability goals and changes in contract mix;●targets; Corporation’sCompany’s estimates and projections;●movements interest rates and other changes that may affect pension plan assumptions equity, the level of the FAS/CAS adjustment and actual returns on pension plan assets;● cash funding requirements and pension risk transfers and associated settlement charges; Corporation’sfair value of investments that are marked to market;services;●services, including through digital transformation and cost reduction initiatives; goodwill, investments or other longtermthe Company’s assets, including the potential impairment of goodwill intangible assets and inventory recorded as a result of intangibles;Sikorsky acquisition if Sikorsky does not perform as expected, has a deterioration of projected cash flows, negative changes in market factors, including oilavailability and gas trends, or a significant increase in carrying value of the reporting unit;●the adequacy of the Corporation’sCompany’s insurance and indemnities;●the effect(oraccounting, U.S. or foreign tax, export or other laws, regulations, and policies and their interpretation or application, and changes in the interpretation of): legislation, regulationamount or policy, including those applicable to procurement (including competition from fewerreevaluation of uncertain tax positions; and larger prime contractors), cost allowability or recovery, accounting, taxation (including the impact of the Tax Cuts and Jobs Act), or export; and●we havethe Company has failed to comply with law, other contingencies and U.S. Government identification of deficiencies in the Corporation’sits business systems.varydiffer materially from those anticipated in the forward-looking statements, see the Corporation’sour filings with the SEC, including but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Corporation’sour Annual Report on Form 10-K for the year ended Dec. 31, 2017 and subsequent quarterly reports on Form 10-Q. The Corporation’s2023. Our filings may be accessed through the Investor Relations page of itsour website,www.lockheedmartin.com/investor, or through the website maintained by the SEC atwww.sec.gov.The Corporation’sfiling.filing with the SEC. Except where required by applicable law, the Corporationwe expressly disclaimsdisclaim a duty to provide updates to forward-looking statements after the date of this Proxy Statement to reflect subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this Proxy Statement are intended to be subject to the safe harbor protection provided by the federal securities laws.2018 Proxy Statement 91JOIN US AT THE ANNUAL MEETING
Lockheed Martin Center forLeadership Excellence Auditorium6777 Rockledge DriveBethesda, Maryland 20817
Parking Garage6720-C Rockledge DriveBethesda, Maryland 20817(Parking will be validated and shuttles will transportstockholders to the Auditorium.)No parking is available at the Center for Leadership Excellence. If you plan to drive, proceed to the parking garage and a shuttle will take you to the Auditorium. Please plan additional time in your schedule for the shuttle. Shuttle service will begin at 7:15 a.m. The Annual Meeting will begin promptly at 8:00 a.m.DIRECTIONS FROM LOCAL AIRPORTSFrom Dulles International Airport
●Dulles Airport Access Road to VA-267 E●Merge onto I-495 N toward Baltimore/Bethesda ●Take exit 38 for 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 right to Parking Garage at 6720-C Rockledge DriveFrom Ronald Reagan National Airport
●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 right to Parking Garage at 6720-C Rockledge DriveFrom Baltimore/Washington InternationalAirport
●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 at Rockledge Drive●Turn left to Parking Garage at 6720-C Rockledge Drive
IMPORTANT ANNUAL MEETING INFORMATION
101 2024 Proxy Statement Sustainability Awards and Recognitions 
Electronic Voting InstructionsAvailable 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.Proxy votes submitted by Internet or telephone must be received by 1:00 a.m., Eastern Daylight Time, on April 26, 2018.Vote by Internet●
Go towww.investorvote.com
Department of Labor 2023 HIRE Vets Platinum Medallion Award 
JUST Capital: Included in the JUST 100 for fifth consecutive year 
Platinum Hermes Award Winner in the Educational Category ●Follow the steps outlined on the secure website.Vote by telephone●Call toll free 1-800-652-VOTE (8683) within the U.S., Canada and Puerto Rico any time on a touch tone telephone. There isNO CHARGEto you for the call.●Or call 1-781-575-2300 from outside the U.S.●Follow the instructions provided by the recorded message.Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.
Annual Meeting Proxy Card
▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ A Proposal: Election of Directors (see below):The Board of Directors recommends a voteFOR all the nominees.1. Nominees:ForAgainstAbstainForAgainstAbstainForAgainstAbstain
01 - Daniel F. Akerson☐☐☐05 - James O. Ellis, Jr.☐☐☐09 - Jeh C. Johnson☐☐☐02 - Nolan D. Archibald☐☐☐06 - Thomas J. Falk☐☐☐10 - Joseph W. Ralston☐☐☐03 - David B. Burritt☐☐☐07 - Ilene S. Gordon☐☐☐11 - James D. Taiclet, Jr.☐☐☐04 - Bruce A. Carlson☐☐☐08 - Marillyn A. Hewson☐☐☐ B Proposals:The Board of Directors recommends a voteFORProposals2 and 3 and 4.ForAgainstAbstain2. Ratification of Appointment of Ernst & Young LLP as Independent Auditors for 2018☐☐☐3.Management Proposal to Approve the Lockheed Martin Corporation Amended and Restated Directors Equity Plan☐☐☐4.Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)☐☐☐The Board of Directors recommends a voteAGAINST Proposal5.ForAgainstAbstain5. Stockholder Proposal to Adopt Stockholder Action By Written Consent☐☐☐ C Non-Voting ItemsChange of Address— Please print your new address below.Comments— Please print your comments below.Meeting AttendanceCheck this box to pre-register and request an admission ticket.If a family member will accompany you, provide his/her name and address in the Comments box.☐
<STOCK#> 02REVCAdmission to the Annual MeetingYou can be sure that your shares are represented at the Annual Meeting by promptly voting your shares via the Internet, by telephone or mail as described on the other side of this form.If you plan to attend the Annual Meeting on Thursday, April 26, 2018 at 8:00 a.m. (Eastern Daylight Time), we must receive your request for an admission ticket no later than Friday, April 20, 2018. All attendees will be required to present valid, government-issued photographic identification with the admission ticket and enter through a security check point. Cameras, cell phones, and other electronic devices will not be permitted.Meeting LocationParking GarageLockheed Martin Center for Leadership Excellence Auditorium6720-C Rockledge Drive6777 Rockledge DriveBethesda, Maryland 20817Bethesda, Maryland 20817(Parking will be validated and shuttles will transportstockholders to the Auditorium.)▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼LOCKHEED MARTIN CORPORATIONProxy Card For 2018 Annual Meeting of StockholdersThe undersigned hereby appoints Daniel F. Akerson, Nolan D. Archibald, and Thomas J. Falk, each of them proxies (Proxies) of the undersigned with respect to common stock of Lockheed Martin Corporation (Corporation) owned by the undersigned, with full power of substitution, to vote and act for the undersigned at the Annual Meeting of Stockholders of the Corporation to be held at 8:00 a.m., Eastern Daylight Time, on April 26, 2018, at Lockheed Martin Center for Leadership Excellence Auditorium, 6777 Rockledge Drive, Bethesda, Maryland 20817, and at any adjournments or postponements thereof. The Proxies shall vote in accordance with the instructions indicated on this card, and are authorized to vote in their discretion on other business that may properly come before the meeting and any adjournments or postponements.The Proxies will vote as the Board of Directors recommends where a choice is not specified.Please mark, date and sign this card and return it promptly in the enclosed envelope. To vote by Internet or telephone, see the instructions on the reverse side.This proxy is solicited on behalf of the Corporation’s Board of Directors.To vote in accordance with the Board of Directors’ recommendations, please sign and date below; no boxes need to be checked. D Authorized Signatures — Date and sign below.This section must be completed for your vote to be counted.Please sign this proxy as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, administrator, trustee or guardian, please give full title as such. The signer hereby revokes all previous proxies given by the signer to vote at the Annual Meeting or any adjournments thereof.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box./ /IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD.
IMPORTANT ANNUAL MEETING INFORMATION
Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.Annual Meeting Proxy Card▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ A Proposal: Election of Directors (see below):The Board of Directors recommends a voteFOR all the nominees.1. Nominees:ForAgainstAbstainForAgainstAbstainForAgainstAbstain01 - Daniel F. Akerson☐☐☐05 - James O. Ellis, Jr.☐☐☐09 - Jeh C. Johnson☐☐☐02 - Nolan D. Archibald☐☐☐06 - Thomas J. Falk☐☐☐10 - Joseph W. Ralston☐☐☐03 - David B. Burritt☐☐☐07 - Ilene S. Gordon☐☐☐11 - James D. Taiclet, Jr.☐☐☐04 - Bruce A. Carlson☐☐☐08 - Marillyn A. Hewson☐☐☐ B Proposals:The Board of Directors recommends a voteFORProposals2, 3 and 4.ForAgainstAbstain2. Ratification of Appointment of Ernst & Young LLP as Independent Auditors for 2018☐☐☐3.Management Proposal to Approve the Lockheed Martin Corporation Amended and Restated Directors Equity Plan☐☐☐4.Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)☐☐☐The Board of Directors recommends a voteAGAINST Proposal5.ForAgainstAbstain5. Stockholder Proposal to Adopt Stockholder Action By Written Consent☐☐☐IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
02REWCLOCKHEED MARTIN CORPORATIONProxy Card For 2018 Annual Meeting of StockholdersThe undersigned hereby appoints Daniel F. Akerson, Nolan D. Archibald, and Thomas J. Falk, each of them proxies (Proxies) of the undersigned with respect to common stock of Lockheed Martin Corporation (Corporation) owned by the undersigned, with full power of substitution, to vote and act for the undersigned at the Annual Meeting of Stockholders of the Corporation to be held at 8:00 a.m., Eastern Daylight Time, on April 26, 2018, at Lockheed Martin Center for Leadership Excellence Auditorium, 6777 Rockledge Drive, Bethesda, Maryland 20817, and at any adjournments or postponements thereof. The Proxies shall vote in accordance with the instructions indicated on this card, and are authorized to vote in their discretion on other business that may properly come before the meeting and any adjournments or postponements.The Proxies will vote as the Board of Directors recommends where a choice is not specified.Please mark, date and sign this card and return it promptly in the enclosed envelope.This proxy is solicited on behalf of the Corporation’s Board of Directors.To vote in accordance with the Board of Directors’ recommendations, please sign and date below; no boxes need to be checked. C Authorized Signatures — Date and sign below.This section must be completed for your vote to be counted.Please sign this proxy as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, administrator, trustee or guardian, please give full title as such. The signer hereby revokes all previous proxies given by the signer to vote at the Annual Meeting or any adjournments thereof.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box./ /IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
IMPORTANT ANNUAL MEETING INFORMATION
Electronic Voting InstructionsAvailable 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.Voting directions submitted by Internet or telephone must be received by 11:59 p.m., Eastern Daylight Time, on April 23, 2018 for participants in one of the Corporation’s 401(k) or defined contribution plans with Lockheed Martin common stock allocated to his or her account(s).Vote by Internet●Go towww.investorvote.com●Follow the steps outlined on the secure website.Vote by telephone●Call toll free 1-800-652-VOTE (8683) within the U.S., Canada and Puerto Rico any time on a touch tone telephone. There isNO CHARGEto you for the call.●Or call 1-781-575-2300 from outside the U.S.●Follow the instructions provided by the recorded message.Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.Annual Meeting Proxy Voting Direction Card
▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ A Proposal: Election of Directors (see below):The Board of Directors recommends a voteFOR all the nominees.1. Nominees:ForAgainstAbstainForAgainstAbstainForAgainstAbstain01 - Daniel F. Akerson☐☐☐05 - James O. Ellis, Jr.☐☐☐09 - Jeh C. Johnson☐☐☐02 - Nolan D. Archibald☐☐☐06 - Thomas J. Falk☐☐☐10 - Joseph W. Ralston☐☐☐03 - David B. Burritt☐☐☐07 - Ilene S. Gordon☐☐☐11 - James D. Taiclet, Jr.☐☐☐04 - Bruce A. Carlson☐☐☐08 - Marillyn A. Hewson☐☐☐ B Proposals:The Board of Directors recommends a voteFORProposals2, 3 and 4.ForAgainstAbstain2. Ratification of Appointment of Ernst & Young LLP as Independent Auditors for 2018☐☐☐3.Management Proposal to Approve the Lockheed Martin Corporation Amended and Restated Directors Equity Plan☐☐☐4.Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)☐☐☐
The Board of Directors recommends a voteAGAINST Proposal5.ForAgainstAbstain5. Stockholder Proposal to Adopt Stockholder Action By Written Consent☐☐☐ C Non-Voting ItemsChange of Address— Please print your new address below.Comments— Please print your comments below.Meeting AttendanceCheck this box to pre-register and request an admission ticket.If a family member will accompany you, provide his/her name and address in the Comments box.☐
<STOCK#> 02REXBAdmission to the Annual MeetingYou can be sure that your shares are represented at the Annual Meeting by promptly voting your shares via the Internet, by telephone or mail as described on the other side of this form.If you plan to attend the Annual Meeting on Thursday, April 26, 2018 at 8:00 a.m. (Eastern Daylight Time), we must receive your request for an admission ticket no later than Friday, April 20, 2018. All attendees will be required to present valid, government-issued photographic identification with the admission ticket and enter through a security check point. Cameras, cell phones, and other electronic devices will not be permitted.Meeting LocationParking GarageLockheed Martin Center for Leadership Excellence Auditorium6720-C Rockledge Drive6777 Rockledge DriveBethesda, Maryland 20817Bethesda, Maryland 20817(Parking will be validated and shuttles will transportstockholders to the Auditorium.)IMPORTANT NOTICE TO PARTICIPANTS WITH LOCKHEED MARTIN CORPORATION COMMON STOCK ALLOCATED TO ACCOUNTS IN CERTAIN COMPANY SPONSORED SAVINGS PLANS:Dear Plan Participant:State Street Bank and Trust Company (State Street) is the Trustee with respect to the Lockheed Martin Corporation common stock held in the following plans:Lockheed Martin Corporation Salaried Savings PlanLockheed Martin Corporation Hourly Employee Savings Plan PlusLockheed Martin Corporation Capital Accumulation PlanLockheed Martin Corporation Capital Accumulation Plan for Hourly EmployeesLockheed Martin Corporation Operations Support Savings PlanLockheed Martin Corporation Performance Sharing Plan for Bargaining EmployeesLockheed Martin Corporation Basic Benefit Plan for Hourly EmployeesThis voting direction card is used for the purpose of providing confidential voting directions to State Street with respect to the shares held in the plans listed above. All matters to be voted upon at the Annual Meeting of Stockholders are extremely important and are described in the Proxy Statement.Sincerely,State Street Bank and Trust Company, Trustee▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼LOCKHEED MARTIN CORPORATIONProxy Voting Direction Card For 2018 Annual Meeting of StockholdersState Street Bank and Trust Company, as Trustee of the plans listed above, is directed to vote the shares of Lockheed Martin Corporation (Corporation) common stock allocated to my account(s) in one or more of the plans listed above, at the Annual Meeting of Stockholders of the Corporation to be held at 8:00 a.m., Eastern Daylight Time, on April 26, 2018, at Lockheed Martin Center for Leadership Excellence Auditorium, 6777 Rockledge Drive, Bethesda, Maryland 20817, with respect to the election of directors and the proposals and at any adjournments or postponements. State Street will vote in accordance with the directions indicated on this card.State Street will vote signed cards that are returned in accordance with recommendations of the Board of Directors where voting directions are not specified.If no voting direction is received or if this proxy voting direction card is returned unsigned, the shares allocated to my account(s) will be voted by State Street in proportion to those shares allocated to accounts of participants for which timely directions were received, unless contrary to ERISA. Plan Participants are requested to mark, date and sign this card and return it promptly in the enclosed envelope. To vote by Internet or telephone, see instructions on the reverse side.This proxy is solicited on behalf of the Corporation’s Board of Directors. D Authorized Signatures — Date and sign below.This section must be completed for your vote to be counted.Please sign this proxy voting direction card as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, administrator, trustee or guardian, please give full title as such. The signer hereby revokes all previous proxies given by the signer to vote at the Annual Meeting or any adjournments thereof.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box./ /IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD.
DATE:March 19, 2018TO:Lockheed Martin Savings Plan ParticipantsFROM:Maryanne R. Lavan, Senior Vice President, General Counsel and Corporate SecretarySUBJECT:Important Notice Regarding Availability of Lockheed Martin Proxy MaterialsLockheed Martin employees are the largest holders of our common stock (representing approximately 13 percent of our outstanding shares). As a Lockheed Martin savings plan participant, you are entitled to vote your shares held through the Lockheed Martin savings plans on the matters to be voted upon at the Corporation’s Annual Meeting of Stockholders on April 26, 2018.Tomorrow, you will receive an email from Computershare Trust Company, N.A.(cpucommunications.com), our independent registrar and transfer agent, with a subject line of “Important Notice Regarding Availability of Lockheed Martin Proxy Materials.” The email will include a link to the Corporation’s 2017 Annual Report and 2018 Proxy Statement (together, the Proxy Materials). It will also contain information on how to vote your shares confidentially through the Internet or by telephone.Your vote is very important. Please look for your email from Computershare and vote promptly. Note that you may receive multiple proxy packages and voting instructions (electronically and/or by mail). These materials may not be duplicates as you may hold shares of Lockheed Martin stock in multiple accounts. Please be sure to voteall of your sharesin each of your accounts in accordance with the directions on the proxy card(s) and/or voting instruction form(s) you receive.A hard copy of the Proxy Materials can be requested by calling toll free 1-877-223-3863 or 1-267-468-0767, if outside the U.S. Requests will be fulfilled until 3:00 p.m. Eastern Daylight Time on April 16, 2018.Please note: computer settings vary and unknown email addresses, such as those from Computershare, may sometimes be directed to your “Junk Email” folder. If you do not see the email from Computershare in your inbox, check your “Junk Email” folder.
Email to Employee Plan Participants(to be sent 03/20/18)Email subject will be:Important Notice Regarding Availability of Lockheed MartinProxy MaterialsAnnual Report, Proxy Statement and Voting Instructions for the Lockheed Martin Corporation Annual Meeting of Stockholders on April 26, 2018Proxy Login Control Number:To: Lockheed Martin Corporation Savings Plan ParticipantsYou are receiving this email because you are a participant in a Lockheed Martin Corporation savings plan. Instead of receiving your 2017 Annual Report and 2018 Proxy Statement (Proxy Materials) by mail, you can conveniently access your Proxy Materials and vote online atwww.investorvote.com. To view the Proxy Materials and cast your vote, enter the Proxy Login Control Number above (without any spaces) and follow the on-screen instructions.To obtain a hard copy of Proxy Materials (free of charge):●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 16, 2018Voting deadline:●11:59 p.m., Eastern Daylight Time, on Monday, April 23, 2018Please note that you may receive multiple proxy packages and voting instructions (electronically and/or by mail). These materials may not be duplicates as you may hold shares of Lockheed Martin stock in multiple accounts. Please be sure to voteall of your sharesin each of your accounts in accordance with the directions on the proxy card(s) and/or voting instruction form(s) you receive.Please cast your vote today!Computershare Trust Company, N.A.Independent Registrar and Transfer Agent for Lockheed Martin CorporationEmail Reminder to Employee Plan Participants(to be sent 04/03/18 and 04/12/18)Email will have date when sentEmail subject will be:
Reminder Notice - Important Notice Regarding Availability of Lockheed MartinProxy MaterialsAnnual Report, Proxy Statement and Voting Instructions for the Lockheed Martin Corporation Annual Meeting of Stockholders on April 26, 2018Proxy Login Control Number:To: Lockheed Martin Corporation Savings Plan ParticipantsYou are receiving this email because you are a participant in a Lockheed Martin Corporation savings plan. Instead of receiving your 2017 Annual Report and 2018 Proxy Statement (Proxy Materials) by mail, you can conveniently access your Proxy Materials and vote online atwww.investorvote.com. To view the Proxy Materials and cast your vote, enter the Proxy Login Control Number above (without any spaces) and follow the on-screen instructions.To obtain a hard copy of Proxy Materials (free of charge):●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 16, 2018Voting deadline:●11:59 p.m., Eastern Daylight Time, on Monday, April 23, 2018Please note that you may receive multiple proxy packages and voting instructions (electronically and/or by mail). These materials may not be duplicates as you may hold shares of Lockheed Martin stock in multiple accounts. Please be sure to voteall of your sharesin each of your accounts in accordance with the directions on the proxy card(s) and/or voting instruction form(s) you receive.Please cast your vote today!Computershare Trust Company, N.A.Independent Registrar and Transfer Agent for Lockheed Martin Corporation
[[company_logo]]Lockheed Martin CorporationAnnual Meeting of StockholdersApril 26, 2018 at 8:00 a.m. Eastern Daylight TimeLockheed Martin Center for LeadershipExcellence Auditorium6777 Rockledge DriveBethesda, Maryland 20817Control Number:[[SingleControlNumber]]To: [[Registration]]Lockheed Martin Corporation’s 2018 Annual Meeting Materials including the 2017 Annual Report and 2018 Proxy Statement are now available online. You may also vote your shares online for the Annual Meeting of Stockholders.To view the Proxy Statement visit:To view the Annual Report visit:To cast your vote, please visitwww.investorvote.comand follow the on-screen instructions. You will be prompted to enter the Proxy Login Control Number above in this e-mail to access this voting site. Note that votes submitted through this site must be received by 1:00 a.m. Eastern Daylight Time, April 26, 2018.You may also vote your shares by telephone by calling (800) 652-8683 within the U.S. and Canada and (781) 575-2300 from other countries. Follow the instructions provided by the recorded message.Thank you for submitting your very important vote.Questions? For additional assistance regarding your account please visit www.computershare.com/ContactUs where you will find useful FAQs, phone numbers and our secure online contact form. Please do not reply to this email. This mailbox is not monitored and you will not receive a response. 
