DEF 14A of Lockheed Martin Corp, Mar 15, 2024

DEF 14A of Lockheed Martin Corp

Filed Mar 15, 2024 · FY20230000936468-24-000032

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company Please see the Director Nominees section starting on page 28 for additional information on the director nominees.

  3. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    | | | | | | | | 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 | |

  4. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    | BOARD INDEPENDENCE | BOARD REFRESHMENT | | BOARD DIVERSITY | | | | | | | Only our Chairman & CEO is not independent | 7 New Directors in the Past 6 Years | | 27% Veterans |

  5. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    | CORE COMPETENCIES | | | | | | | | | | | | CEO Leadership Experience | Senior Military / Government Experience | Financial Expertise | Environmental, Social and Governance Expertise | Cybersecurity Expertise | | 7 Directors | 3 Directors | 8 Directors | 9 Directors | 4 Directors |

  6. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    | STRATEGIC SKILLS | | | | | Lead | | Innovate | | | | 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 |

  7. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    See page 30 for a description of each skill and competency and matrix of the nominees’ individual strategic skills, core competencies and attributes.

  8. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    | 5 | 2024 Proxy Statement | |

  9. We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  10. Nominating and Corporate Governance Committee

    Nominating and Corporate Governance Committee

  11. Nominating and Corporate Governance Committee

    | 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 meaning of the NYSE listing standards, applicable SEC regulations and 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 overseeing the annual evaluation of the Board and its committees. The Governance Committee reviews and recommends to the Board the compensation of directors. Our executive officers do not play a role in determining director pay. 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. | |

  12. Nominating and Corporate Governance Committee

    * Mr. Akerson is not standing for reelection.

  13. Nominating and Corporate Governance Committee

    | | 2024 Proxy Statement | 12 |

  14. Nominating and Corporate Governance Committee

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  15. Director Nominees

    Director Nominees

  16. Director Nominees

    | Proposal 1: Election of Directors | | The Board recommends a vote FOR each director nominee |

  17. Director Nominees

    The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following 11 directors for election to the Board for a one-year term. If elected, each director will hold office until the 2025 Annual Meeting and until their successor is elected and qualified. Please see the following pages for additional information on the director nominees.

  18. Director Nominees

    | | James D. Taiclet Age: 63 Director Since: 2018 | | | CHAIRMAN | | Chairman, President & CEO, Lockheed Martin Corporation Committees: None Other Public Boards: None | |

  19. Director Nominees

    | | David B. Burritt Age: 68 Director Since: 2008 | | | INDEPENDENT | | President & CEO, United States Steel Corporation (U.S. Steel) Committees: A, N Other Public Boards: U.S. Steel | |

  20. Director Nominees

    | | Bruce A. Carlson Age: 74 Director Since: 2015 | | | INDEPENDENT | | Retired United States Air Force General Committees: C, N Other Public Boards: None | |

  21. Director Nominees

    | | John M. Donovan Age: 63 Director Since: 2021 | | | INDEPENDENT | | Retired CEO, AT&T Communications, LLC Committees: C, M* Other Public Boards: Palo Alto Networks, Inc. | |

  22. Director Nominees

    | | Joseph F. Dunford, Jr. Age: 68 Director Since: 2020 | | | INDEPENDENT | | Sr Managing Director & Partner of Liberty Strategic Capital; Retired U.S. Marine Corps General; Fmr Chairman of the Joint Chiefs of Staff Committees: C*, N Other Public Boards: Satellogic Inc. | |

  23. Director Nominees

    | | Thomas J. Falk Age: 65 Director Since: 2010 | | | INDEPENDENT | | Retired Chairman & CEO, Kimberly-Clark Corporation Committees: A*, M Other Public Boards: None | |

  24. Director Nominees

    | | Ilene S. Gordon Age: 70 Director Since: 2016 | | | INDEPENDENT | | Retired Chairman & CEO, Ingredion Incorporated Committees: A, M Other Public Boards: International Paper Company | |

  25. Director Nominees

    | | Vicki A. Hollub Age: 64 Director Since: 2018 | | | INDEPENDENT | | President & CEO, Occidental Petroleum Corporation Committees: M, N Other Public Boards: Occidental Petroleum Corporation | |

  26. Director Nominees

    | | Jeh C. Johnson Age: 66 Director Since: 2018 | | | INDEPENDENT | | Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP; Fmr Secretary of Homeland Security Committees: C, N Other Public Boards: MetLife, Inc.; U.S. Steel | |

  27. Director Nominees

    | | Debra L. Reed-Klages Age: 67 Director Since: 2019 | | | INDEPENDENT | | Retired Chairman, President & CEO, Sempra Energy Committees: M, N Other Public Boards: Chevron Corporation; Caterpillar Inc. | |

  28. Director Nominees

    | | Patricia E. Yarrington Age: 67 Director Since: 2021 | | | INDEPENDENT | | Retired Chief Financial Officer, Chevron Corporation Committees: A, M Other Public Boards: None | |

  29. Director Nominees

    | A Audit C Classified Business and Security M Management Development and Compensation N Nominating and Corporate Governance * Chair |

  30. Director Nominees

    | | 2024 Proxy Statement | 28 |

  31. Director Nominees

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  32. Director Nominees’ Strategic Skills, Core Competencies and Attributes

    Director Nominees’ Strategic Skills, Core Competencies and Attributes

  33. Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance

    Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance

  34. Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance

    | BOARD INDEPENDENCE | BOARD REFRESHMENT | | BOARD DIVERSITY | | | | | | | Only our Chairman & CEO is not independent | 7 New Directors in the Past 6 Years | | 27% Veterans |

  35. Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance

    | CORE COMPETENCIES | | | | | | | | | | | | CEO Leadership Experience | Senior Military / Government Experience | Financial Expertise | Environmental, Social and Governance Expertise | Cybersecurity Expertise | | 7 Directors | 3 Directors | 8 Directors | 9 Directors | 4 Directors |

  36. Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance

    | STRATEGIC SKILLS | | | | | Lead | | Innovate | | | | 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 |

  37. Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance

    | 29 | 2024 Proxy Statement | |

  38. Our director nominees have the right mix of qualifications and attributes to drive and oversee our Company’s strategy and performance

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  39. Director Nominee Biographies

    Director Nominee Biographies

  40. Director Nominee Biographies

    | | | David B. Burritt Independent Director Director since 2008 Age 68 Committees Audit; Nominating and Corporate Governance | | | | Bruce A. Carlson Independent Director Director since 2015 Age 74 Committees Classified Business and Security; Nominating and Corporate Governance | | | 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 | | | | | •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 (U.S. Steel) and CFO and Controller at Caterpillar Inc. •Over 40 years’ experience with the demands and challenges of manufacturing operations and the global marketplace from his positions at U.S. Steel and Caterpillar Inc. | | | | •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 and the National Reconnaissance Office •Skilled in executive management, logistics and military procurement | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •President and CEO of U.S. Steel since 2017 •President and COO of U.S. Steel in 2017 •Executive Vice President and CFO of U.S. Steel from 2013 to 2017 •CFO of Caterpillar Inc. until his retirement in 2010, after more than 32 years with the company | | | | •Chairman of Utah State University’s Space Dynamics Laboratory Guidance Council since June 2013 and chairman of its board of directors since 2018 •Director of the National Reconnaissance Office from 2009 to 2012 •Four Star U.S. Air Force General retiring in 2009 after more than 37 years of service, including as Commander, Air Force Materiel Command at Wright-Patterson AFB; Commander, Eighth Air Force at Barksdale AFB; and Director for Force Structure, Resources and Assessment (J-8) for the Joint Staff | | | | | 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) | | | |

  41. Director Nominee Biographies

    | | 2024 Proxy Statement | 32 |

  42. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  43. Director Nominee Biographies

    | | | John M. Donovan Independent Director Director since 2021 Age 63 Committees Classified Business and Security; Management Development and Compensation, Chair | | | | Joseph F. Dunford, Jr. Independent Director Director since 2020 Age 68 Committees Classified Business and Security, Chair; Nominating and Corporate Governance | | | 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 | | CEO and CTO Leadership Experience | | 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 | | | | | •Expertise in technology and innovation, including the transition to 5G networks, artificial intelligence and machine learning •Skilled in overseeing global information, software development, supply chain, network operations and big data organizations •Experience in cybersecurity, including Lead Independent Director of a leading cybersecurity company and Cybersecurity & Infrastructure Security Agency (CISA) committee leadership | | | | •Industry-specific expertise and knowledge of our core customer 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 Chairman of the Joint Chiefs of Staff •Skilled in executive management, logistics, military procurement and cybersecurity threats | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •CEO of AT&T Communications, LLC, a wholly-owned subsidiary of AT&T Inc. responsible for AT&T’s telecommunications and video services, from 2017 until his retirement in 2019 •Chief Strategy Officer and Group President of AT&T Technology and Operations from 2012 to 2017 •Chief Technology Officer of AT&T from 2008 to 2012 •Chair of the President’s National Security Telecommunications Advisory Committee from 2019 to 2023 | | | | •Senior managing director and partner of Liberty Strategic Capital and member of the firm’s investment committee since 2022 •Four Star U.S. Marine Corps General retiring in 2019 after more than 40 years of service, including as the 19th Chairman of the Joint Chiefs of Staff from 2015 to 2019; 36th Commandant of the Marine Corps and the Commander of all U.S. and NATO Forces in Afghanistan •Chairman of the Board, Adams Presidential Center (non-profit) | | | | | 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) | | | |

  44. Director Nominee Biographies

    | 33 | 2024 Proxy Statement | |

  45. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  46. Director Nominee Biographies

    | | | Thomas J. Falk Independent Director Director since 2010 Age 65 Committees Audit, Chair; Management Development and Compensation | | | | Ilene S. Gordon Independent Director Director since 2016 Age 70 Committees Audit; Management Development and Compensation | | | 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 and CEO Leadership Experience | | | 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 | | | | | •Experience with the demands and challenges associated with managing global organizations from his experience as Chairman and CEO of Kimberly-Clark Corporation •Knowledge of financial system management, public company accounting, disclosure requirements and financial markets •Skilled in manufacturing, human capital management, compensation, governance and public company boards | | | | •Experience with the demands and challenges associated with managing global organizations from her experience as Chairman, President and CEO of Ingredion Incorporated •Knowledge of financial system management, public company accounting, disclosure requirements and financial markets •Skilled in marketing, human capital management, compensation, governance and public company boards | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •Executive Chairman of Kimberly-Clark Corporation from January 2019 through December 2019 •Chairman and CEO of Kimberly-Clark from 2003 until December 2018 (CEO since 2002) •President and COO of Kimberley-Clark from 1999 to 2002 | | | | •Executive Chairman of Ingredion Incorporated from January 2018 through July 2018 •Chairman, President and CEO of Ingredion from 2009 until December 2017 | | | | | Other Public Company Boards Within Last 5 years | | | | Other Public Company Boards Within Last 5 years | | | | | Kimberly-Clark Corporation (2003 - 2019) | | | | International Paper Company (Governance, Chair; Management Development and Compensation; Executive; Presiding Director from 2019-2023) (2012 - present) International Flavors & Fragrances, Inc. (2021 - 2023) | | | |

  47. Director Nominee Biographies

    | | 2024 Proxy Statement | 34 |

  48. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  49. Director Nominee Biographies

    | | | Vicki A. Hollub Independent Director Director since 2018 Age 64 Committees Management Development and Compensation; Nominating and Corporate Governance | | | | Jeh C. Johnson Independent Director Director since 2018 Age 66 Committees Classified Business and Security; Nominating and Corporate Governance | | | Experience, Strategic Skills and Core Competencies | | | | Experience, Strategic Skills and Core Competencies | | | | | | Business Model / Commercial Partnerships | | CEO and COO Leadership Experience | | 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 | | | | | •Broad insight and experience with the demands and challenges associated with managing global organizations from her experience as President and CEO of Occidental Petroleum Corporation and more than three decades in executive and operational roles, including leading the $55 billion merger with Anadarko Petroleum Corporation •Expertise in core customer markets in the Middle East region and Latin America •Skilled in enterprise risk management, environmental, safety and sustainability, including leading carbon capture, utilization and storage and other decarbonization initiatives | | | | •Expertise in national security, leadership development and organizational preparedness from his service as U.S. Secretary of Homeland Security •Industry-specific expertise and insight into our core customers, including requirements for acquisition of products and services, from prior senior leadership positions with the military •Experience with large organization management and assessing human resources, equipment, cybersecurity and financial requirements, as well as reputational risks | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •President and Chief Executive Officer of Occidental Petroleum Corporation since 2016 •President and COO of Occidental from 2015 to 2016 •Senior Executive Vice President, Occidental and President, Oxy Oil and Gas - Americas from 2014 to 2015 •Executive Vice President, Occidental and Executive Vice President, U.S. Operations and Oxy Oil and Gas from 2013 to 2014 | | | | •Partner at the international law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, and co-head of the Cybersecurity and Data Protection practice, since 2017 •U.S. Secretary of Homeland Security from 2013 to 2017 •General Counsel of the U.S. Department of Defense and U.S. Department of the Air Force •Director of the Council on Foreign Relations | | | | | Other Public Company Boards Within Last 5 years | | | | Other Public Company Boards Within Last 5 years | | | | | Occidental (2015 - present) | | | | MetLife, Inc. (Audit; Governance and Corporate Responsibility) (2023 - present) U.S. Steel (Audit; Corporate Governance & Sustainability) (2020 - present) | | | |

  50. Director Nominee Biographies

    | 35 | 2024 Proxy Statement | |

  51. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  52. Director Nominee Biographies

    | | | Debra L. Reed-Klages Independent Director Director since 2019 Age 67 Committees Management Development and Compensation; Nominating and Corporate Governance | | | | James D. Taiclet Chairman, President and CEO Director since 2018 Age 63 Committees None | | | 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 | | Chairman and CEO Leadership Experience | | | 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 | | | | | •Experience with the demands and challenges associated with managing global organizations from her experience as Chairman, President and Chief Executive Officer of Sempra Energy •Skilled in enterprise risk management, environmental stewardship, safety, sustainability, digital transformation and developing global partnerships •Knowledge of financial system management, compensation, governance and public company board experience | | | | •Effective leadership and executive experience as Chairman, President and CEO of Lockheed Martin Corporation and 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 •Industry-specific expertise from service as a U.S. Air Force officer and pilot and as an executive at Lockheed Martin, Honeywell Aerospace Services and Pratt & Whitney | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •Executive Chairman of Sempra Energy from May 2018 to December 2019 •Chairman (2012-2018), President (2017-2018) and CEO (2011-2018) of Sempra Energy •Executive Vice President of Sempra Energy and President and CEO of SDG&E and SoCalGas, Sempra Energy’s regulated California utilities •President, COO and CFO of SDG&E and SoCalGas | | | | •Chairman since March 2021 and President and CEO of Lockheed Martin since June 2020 •Chairman, President and CEO of American Tower Corporation from 2004 until March 2020 and Executive Chairman from March 2020 to May 2020 •President of Honeywell Aerospace Services, a unit of Honeywell International and Vice President, Engine Services at Pratt & Whitney, a unit of then United Technologies Corporation | | | | | Other Public Company Boards Within Last 5 years | | | | Other Public Company Boards Within Last 5 years | | | | | Chevron Corporation (Audit, Chair) (2018 - present) Caterpillar Inc. (Presiding Director, Nominating and Governance, Chair, Executive) (2015 - Present) | | | | American Tower Corporation (2004 - 2020) | | | |

  53. Director Nominee Biographies

    | | 2024 Proxy Statement | 36 |

  54. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  55. Director Nominee Biographies

    | | | Patricia E. Yarrington Independent Director Director since 2021 Age 67 Committees Audit; Management Development and Compensation | | | Experience, Strategic Skills and Core Competencies | | | | | | Business and Digital Transformation | | CFO Leadership Experience | | | Environment, Social and Governance Expertise | | Financial Expertise | | | International Business Expansion | | M&A Expertise | | | Operational Execution and Efficiency | | | | Notable Expertise Provided to the Board | | | | | •Expertise in public company accounting, risk management, disclosure and financial system management from her role as CFO at Chevron Corporation •Over 38 years of experience with the demands and challenges of the global marketplace from her positions at Chevron •Experience leading the financial operations aspects of digital and business transformation while CFO of Chevron | | | | | Selected Professional Experience | | | | | •Vice President and Chief Financial Officer of Chevron Corporation from 2009 to 2019 •Previously at Chevron, Vice President and Treasurer, 2007-2008; Vice President of Policy, Government and Public Affairs, 2002-2007 and Vice President of Strategic Planning, 2000 to 2002 •Served as director of Chevron Phillips Chemical Company LLC (a 50-50 joint venture with Phillips 66) and the Federal Reserve Bank of San Francisco, serving as the Chairman of the Bank’s board from 2013 to 2014 | | | | | Other Public Company Boards Within Last 5 years | | | | | None | | | |

  56. Director Nominee Biographies

    | 37 | 2024 Proxy Statement | |

  57. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  58. Director Compensation

    Director Compensation Director compensation is an important tool used to attract and retain qualified directors and to address the time, effort, expertise and accountability required of active Board membership. The Governance Committee annually reviews publicly available data for the companies in the comparator group we use for benchmarking executive compensation disclosed in the Compensation Discussion and Analysis and makes recommendations to the Board regarding compensation for non-employee directors. Although the Governance Committee reviews director compensation annually, it has been the practice of the Governance Committee to recommend changes no more frequently than every two years and when making changes to set compensation above the median with the expectation that compensation will decline relative to the median over the two year cycle. In 2023, 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 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, 2023. Equity is granted once annually and the cash retainers are paid in quarterly installments.

  59. Director Compensation

    | Annual Compensation | | | | | | $170,000 Equity Retainer | | $170,000 Cash Retainer | | |

  60. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides information on the compensation of our directors for the fiscal year ended December 31, 2023. Mr. Taiclet did not receive separate compensation for service as a director of the Company during 2023.

  61. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | (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 |

  62. 2023 Director Compensation Table

    (1)The amounts reported in the Fees Earned or Paid in Cash column represent the aggregate dollar amount of 2023 fees earned or paid in cash for services as a director, including annual retainer, committee chairman retainer and independent Lead Director retainer. (2)The amounts reported in the Stock Awards column represent the aggregate grant date fair value computed in accordance with ASC 718 for awards of stock units in 2023 under the Directors Equity Plan. For 2023, each independent director was credited with 353.7908 stock units with an aggregate grant date fair value of $170,000 vesting 50% on June 30, 2023 and 50% on December 31, 2023. The grant date fair value of these awards was the closing price of our stock ($480.51) on the date of the grant (February 15, 2023). All stock units were fully vested as of December 31, 2023. See “Security Ownership of Management and Certain Beneficial Owners” for information on the directors’ ownership of shares of Company stock. (3)The amounts reported in the All Other Compensation column represent (i) matching contributions made to non-profit organizations under the Company’s matching gift programs that are generally available to all employees as follows: Mr. Donovan: $1,000; Mr. Falk $10,000 and Ms. Gordon $12,000 and (ii) tax-assistance provided for a 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.

  63. 2023 Director Compensation Table

    | 41 | 2024 Proxy Statement | |

  64. 2023 Director Compensation Table

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  65. 2023 Director Compensation Table

    | Executive Compensation | | | Proposal 2: Advisory Vote to Approve the Compensation of our NEOs (Say-on-Pay) | 43 | | Compensation Committee Report | 43 | | Compensation Discussion and Analysis | 44 | | Executive Compensation Highlights To assist stockholders in finding important information in the CD&A and Executive Compensation Tables the following sections are highlighted: | | | Our 2023 Performance | 45 | | 2023 CEO Compensation | 46 | | 2023 Comparator Group | 48 | | 2023 Compensation Elements | 49 | | 2023 Annual Incentive | 50 | | 2023 Long-Term Incentive Compensation | 52 | | 2021-2023 LTIP and PSU Awards | 55 | | Other Compensation Matters | 56 | | Clawback and Other Protective Provisions | 57 | | Summary Compensation Table | 60 | | Other Executive Compensation Information and Tables | 62 | | 2023 Grants of Plan-Based Awards | 62 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 64 | | Potential Payments Upon Termination or Change in Control | 68 | | CEO Pay Ratio | 71 | | Pay Versus Performance | 72 |

  66. 2023 Director Compensation Table

    | | 2024 Proxy Statement | 42 |

  67. 2023 Director Compensation Table

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  68. Compensation Overview

    Compensation Overview Our executive compensation programs covering our NEOs are designed to attract and retain critical executive talent, to motivate behaviors that align with stockholders’ interests and to pay for performance. We use the 50th percentile of our comparator group (shown on page 48) as a benchmark to set 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 when setting target compensation levels for our NEOs, while allowing incentive payouts to exceed or fall below the target levels based upon actual performance. This outcome is consistent with our pay-for-performance philosophy to set pay and targets at market levels, but pay incentive compensation that reflects actual performance.

  69. 2023 CEO Compensation

    | 2023 CEO Target Pay Mix. We believe that the compensation opportunities of our CEO should be predominantly variable, and the variable elements of the compensation package should tie to the 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. Base Salary. In 2023, Mr. Taiclet’s annual base salary was set at $1,751,000, which has remained unchanged since 2021. 2023 Annual Incentive. Mr. Taiclet’s target annual incentive amount for 2023 was 190% of salary, or $3,326,900. 2023-2025 Long-Term Incentives. In 2023, Mr. Taiclet was granted an annual LTI award of $16 million, which was allocated 50% in PSUs, 30% in Restricted Stock Units (RSUs) and 20% in the cash-based LTI performance award (LTIP). RSUs will cliff-vest after three years, while the payout of PSUs and LTIP will be based upon our results at the end of the three-year performance period relative to the three-year performance goals that were established in the beginning of 2023. Benefit and Retirement Plans. Mr. Taiclet is eligible for benefit and retirement programs, similar to other salaried employees. None of our NEOs received additional years of service credits or other forms of formula enhancements under our benefit or retirement plans. Mr. Taiclet does not participate in our pension plan. | CEO Target Opportunity Mix * | | | | | | * Fixed vs. variable and cash vs. equity components are designated in the 2023 Compensation Elements table on page 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. |

  70. Independent Pay Governance

    | | INDEPENDENT BOARD MEMBERS | | INDEPENDENT COMPENSATION COMMITTEE | | INDEPENDENT COMPENSATION CONSULTANT | | STOCKHOLDERS & OTHER KEY STAKEHOLDERS | | Review and approve compensation of the CEO and review and ratify compensation of other NEOs. Review with management, at least annually, the succession plan for the CEO and other senior positions. | | 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. | | 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. | |

  71. Independent Pay Governance

    | Role | Management | CEO | Management Compensation Consultant(1) | Independent Compensation Consultant(2) | Independent Compensation Committee | Independent Board Members | | Peer Group / External Market Data and Best Practices for Compensation Design and Decisions | Reviews | Reviews | Develops | Develops / Reviews | Reviews | — | | Annual NEO Target Compensation | — | Recommends | — | Reviews | Approves | Ratify | | Annual CEO Target Compensation | — | — | — | Advises | Recommends | Approve | | Annual and Long-Term Incentive Measures, Performance Targets and Performance Results | Develops | Reviews | — | Reviews | Approves | Ratify | | Long-Term Incentive Grants, Dilution, Burn Rate | Develops | Reviews | — | Reviews | Approves | Ratify | | Risk Assessment of Incentive Plans | Reviews | Reviews | — | Develops | Reviews | — | | Succession Plans | Develops | Reviews | — | — | — | Review |

  72. How We Determine Market Rate Compensation

    How We Determine Market Rate Compensation For each of the principal elements of executive compensation, we define the “market rate” as the size-adjusted 50th percentile of our comparator group of companies. Size-adjusted market rates are calculated for us by Aon, 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. Our incentive plans are designed so that actual performance in excess of established performance targets results in payouts above target and actual performance below established performance targets results in payouts below target or no payout.

  73. How We Select the Comparator Group for Market Rate Purposes

    How We Select the Comparator Group for Market Rate Purposes The Compensation Committee annually reviews our comparator group to maintain relevancy and to ensure the availability of data, while seeking to avoid significant annual changes in the group to ensure a level of consistency. The criteria used to determine the comparator group is set forth below:

  74. How We Select the Comparator Group for Market Rate Purposes

    | Set an Initial List of Companies Attributes •Traded on a major U.S. exchange •Similarity in annual revenue •Participation in Aon executive compensation survey | | Apply Refining Criteria to Select Final Comparator Group Refining Criteria •Industrial companies that face similar macro-economic pressures •Companies we compete with for executive talent •Companies with comparable executive officer positions |

  75. How We Select the Comparator Group for Market Rate Purposes

    The comparator group data presented to and considered by the Compensation Committee was developed from the proprietary results of the Aon executive compensation survey, subject to review by Meridian. All of the 2023 comparator group companies participated in the Aon survey. The 2023 comparator group was the same as 2022. Our 2023 revenues represented the 69th percentile of the comparator group.

  76. Lockheed Martin Comparator Group

    Lockheed Martin Comparator Group

  77. Lockheed Martin Comparator Group

    | 2023 Comparator Group Companies | | | | 3M Company | General Dynamics Corporation* | Northrop Grumman Corporation* | | Caterpillar Inc. | General Electric Company | RTX Corporation* | | Cisco Systems, Inc. | Honeywell International Inc.* | The Boeing Company* | | Deere & Company | HP Inc. | United Parcel Service, Inc. | | Dow Inc. | IBM Corporation | | | FedEx Corporation | Intel Corporation | | | * Aerospace & Defense Industry | | | | 2023 Comparator Group Revenue Percentile | | | | | | |

  78. Lockheed Martin Comparator Group

    | | 2024 Proxy Statement | 48 |

  79. Lockheed Martin Comparator Group

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  80. 2023 NEO Target Compensation

    | | | Annual Incentive | | | | | NEO | Base Salary ($) | Target % | Target Amount ($) | 2023 Target LTI Value ($) | Total Target Compensation ($) | | 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 |

  81. 2023 Compensation Elements

    | | Fixed | | Variable | | | | | | | Base Salary | + | Annual Incentive | + | Long-Term Incentives | | | | | | | | | 50% PSUs | 20% LTIP | 30% RSUs | | WHAT? | Cash | | Cash | | Equity | Cash | Equity | | WHEN? | Annual | | Annual | | 3-year Performance Cycle | 3-year Performance Cycle | 3-year Cliff Vesting | | HOW? Measures, Weightings & Payouts | Market rate, as well as internal pay equity, experience and critical skills | | 70% Financial 20% Sales, 40% Segment Operating Profit*, 40% Free Cash Flow* 30% Strategic & Operational Key Goals: Enterprise Performance, New Business/Growth, Strategy, Environmental, Social and Governance Payout: 0-200% of target | | Relative TSR ROIC* Free Cash Flow* | (50%) (25%) (25%) | Value delivered through long-term stock price performance | | | | | | | •Award 0-200% of target # of shares •Relative TSR measure capped at 100% if TSR is negative •Value capped at 400% of stock price on date of grant x shares earned | •Payout 0-200% of target •Relative TSR measure capped at 100% if TSR is negative | | | WHY? | Provides competitive levels of fixed pay to attract and retain executives. | | Attracts and motivates executives by linking annual Company performance to an annual cash incentive. | | Creates strong alignment with stockholder interests by linking long-term pay to key performance metrics and stock price. Provides a balance of internal and market-based measures to assess long-term performance. | | Promotes retention of key talent and aligns executive and stockholder interests. |

  82. 2023 Annual Incentive

    2023 Annual Incentive The 2023 annual incentive plan for our CEO, other NEOs and all other officers elected by the Board was based 70% on financial goals and 30% on strategic and operational goals measured at the enterprise 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 any officer elected by the Board, including the NEOs. The committee did not exercise any discretion in modifying payouts for the NEOs in 2023. Under the terms of our annual incentive plan, the CEO’s annual incentive and the annual incentive for each of the other NEOs cannot exceed 0.3% and 0.2%, respectively, of Cash from Operations. Annual incentive payouts range from 0% to 200% of target.

  83. 2023 Annual Incentive Goals and Results

    2023 Annual Incentive Goals and Results At its February 2023 meeting, the Compensation Committee approved enterprise-wide objectives for 2023 reflecting financial and strategic and operational goals. These goals are used as the Enterprise Component for all executives in the Company and serve as the only goals for the CEO, NEOs and all other officers elected by the Board. Financial Assessment (70% Weight). The financial metrics 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 annual financial outlook we disclose publicly in January, which we believe appropriately links compensation outcomes to our success in meeting our commitments to our stockholders. We base our financial outlook on information and assumptions developed through our long-range planning process, including assessments of industry trends and competitive assessments, current and future projected program performance levels and the risks and opportunities facing our business. In February 2023 the Compensation Committee required that certain adjustments be made to Free Cash Flow and Segment Operating Profit when 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 A for a description of these potential adjustments and actual adjustments for 2023. The Compensation Committee also set threshold (50%) and maximum (200%) payout levels for each of these metrics based on an assessment of our past performance trends and long-range plan to ensure each goal was set with an appropriate level of rigor. We use linear interpolation between target and both the minimum and maximum performance levels to determine payout levels. This table sets out the 2023 annual incentive financial goals, results, weighting and payout approved by the Compensation Committee:

  84. 2023 Annual Incentive Goals and Results

    | 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% |

  85. 2023 Annual Incentive Goals and Results

    * See Appendix A for definitions of non-GAAP measures. ** For purposes of calculating 2023 performance, Segment Operating Profit results were reduced by $31 million for 2023 (from $7,389 million reported in our audited financials) pursuant to the required adjustments set by the Compensation Committee as described above and in Appendix A.

  86. 2023 Annual Incentive Goals and Results

    | | 2024 Proxy Statement | 50 |

  87. 2023 Annual Incentive Goals and Results

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  88. 2023 Annual Incentive Goals and Results

    Strategic & Operational Assessment (30% Weight). At the start of 2023, the Compensation Committee established, a broad set of goals for our strategic and operational commitments, including goals tied to enterprise performance, new business and growth, strategy and ESG. These strategic and operational goals are both quantitative and qualitative in nature and measured against pre-established criteria using a scorecard approach. When determining the payout factor, the Compensation Committee considers the Company’s results and evaluates performance in totality. The strategic and operational goals and assessments are set forth below. The Compensation Committee reviewed these accomplishments and determined the payout factor to recognize the Company’s strong operational performance in a highly competitive environment while undertaking and executing major strategic initiatives.

  89. 2023 Annual Incentive Goals and Results

    | 2023 Strategic & Operational Goals Summary | | Assessment Summary Highlights | | | ENTERPRISE PERFORMANCE Achieve Mission Success milestones Execute programs to achieve customer commitments and increase stockholder value | •Orders of $77.7 billion; year-end backlog of $160.6 billion •Achieved key metrics while mitigating external factors, and met our mission success goals •Returned $9.1 billion of cash to our stockholders through dividends and share repurchases •Exceeded cost competitiveness goals and award fee scores | | | NEW BUSINESS / GROWTH Shape and secure key Focus Program wins and achieve Keep Sold Program milestones Continue international expansion through increased orders and sales Go to market as OneLM | •Exceeded competitive win rate on programs throughout the year •Secured key F-35 international selections in Canada and expanded fleets in Israel and South Korea •PAC-3 International interest grew with Switzerland and Romania orders •Selected for the award of AIR6500 by Australia, a joint battle management system | | | STRATEGY Assess portfolio on an ongoing basis to maximize stockholder value, which includes M&A activity, cost competitiveness and other enterprise initiatives Execute 21st Century Security strategy to include technology development, demonstrations and commercial partnerships Drive infrastructure modernization, technology development and functional capability adoption to digitally transform the enterprise | •Continued to advance our 21st Century Security strategic vision •Made strides in transforming our internal operations through 1LMX •Accelerated enterprise-wide business process and digital transformation •Established partnerships across technology focused domains and commercial 5G.MIL | | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE Attract, develop and retain our premier workforce Protect Lockheed Martin, U.S. Government and 3rd Party data from cyber intrusion Ensure the safety and security of our products, services and workplace Steward our climate responsibly | •Increased leadership representation for women and people of color •No adverse cyber impacts despite heightened threat levels •Exceeded our retention goals and strengthened our entry-level pipeline by creating internships for over 2,800 students and hiring over 6,500 early career employees •Exceeded greenhouse gas reduction goals |

  90. 2023 Annual Incentive Goals and Results

    | Strategic & Operational Payout Factor | 150% |

  91. 2023 Annual Incentive Goals and Results

    | 51 | 2024 Proxy Statement | |

  92. 2023 Annual Incentive Goals and Results

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  93. Summary of Annual Incentive Payout Calculations

    Summary of Annual Incentive Payout Calculations The final payout factor and payout amounts for each of our NEOs, as determined by the Board, are shown below.

  94. Summary of Annual Incentive Payout Calculations

    | | Weight | 2023 Factors | Weighted Payout | | Financial | 70% | 116% | 81% | | Strategic & Operational | 30% | 150% | 45% | | Overall Payout Factor | | | 126% |

  95. Summary of Annual Incentive Payout Calculations

    | NEO | Base Salary ($) | Target % of Salary (%) | Target Award ($)X | Overall Payout Factor | = | Payout ($) | | 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 |

  96. 2023 Long-Term Incentive Compensation

    2023 Long-Term Incentive Compensation The following summary shows the 2023 LTI compensation mix for the CEO, CFO, COO and business segment presidents and the principal terms of the awards.

  97. 2023 Long-Term Incentive Compensation

    | | | | PSUs (distributed in common stock): Performance Measures: Three-year Relative TSR (50%), ROIC (25%) & Free Cash Flow (25%) Caps: •200% of target shares •Relative TSR measure capped at 100% if the Company’s TSR is negative •Value capped at 400% of stock price on date of grant times shares earned | | | RSUs (distributed in common stock): Vesting Schedule: RSUs cliff vest 100% three years after the grant date | | | LTIP (paid in cash): Performance Measures: Three-year Relative TSR (50%), ROIC (25%) & Free Cash Flow (25%) Caps: •200% of target amount •Relative TSR measure capped at 100% if the Company’s TSR is negative •Individual payout capped at $10 million | |

  98. 2023 Long-Term Incentive Compensation

    In determining the appropriate level of equity grants for 2023, the Compensation Committee took into consideration the long-term incentive market rate (50th percentile) along with a variety of other factors, including the number of awards outstanding and shares remaining available for issuance under the 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 Company’s outstanding shares, the resulting implications for stockholder dilution and the number of shares granted to our executives year-over-year.

  99. 2023 Long-Term Incentive Compensation

    | | 2024 Proxy Statement | 52 |

  100. 2023 Long-Term Incentive Compensation

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  101. 2023 Long-Term Incentive Compensation

    | | | | | PSU Awards (50% of the LTI award) |

  102. 2023 Long-Term Incentive Compensation

    PSU awards generally are calculated by multiplying the overall target LTI award value (as shown in the table on page 49) by the 50% weighting assigned to the PSU portion. The number of PSUs granted is determined based on the closing stock price of the Company’s common stock on the NYSE on the date of grant. Each NEO’s PSU target number of shares is determined as of the grant 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 as follows: 50% Relative TSR, 25% ROIC and 25% Free Cash Flow. The number of shares granted at the end of the cycle can range from 0% to 200% of the applicable target number of shares. If absolute TSR is negative at the end of the performance cycle, the payout 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 discretion can be applied to the final number of shares granted, which is determined based on the performance outcomes relative to our pre-set goals. Participants also accrue deferred dividend equivalents on the shares earned, which are paid in cash following vesting of the underlying shares.

  103. 2023 Long-Term Incentive Compensation

    | | | | | RSU Awards (30% of the LTI award) |

  104. 2023 Long-Term Incentive Compensation

    RSU awards are calculated by multiplying the overall target LTI award value (as shown in the table on page 49) by the 30% weighting assigned to the RSU portion. The number of RSUs granted is determined based on the closing stock price of the Company’s common stock on the NYSE on the date of grant. Deferred dividend equivalents are accrued during the vesting period and paid in cash following the vesting of the underlying shares.

  105. 2023 Long-Term Incentive Compensation

    | | | | | LTIP Awards (20% of the LTI award) |

  106. 2023 Long-Term Incentive Compensation

    LTIP awards are cash-based and are calculated by multiplying the overall target LTI award value (as shown in the table on page 49) by the 20% weighting assigned to the LTIP portion. Each NEO’s LTIP target is determined at the time of grant, and the actual award earned at the end of the three-year performance period is calculated based on the same performance measures as those used for the PSUs (50% Relative TSR, 25% ROIC and 25% Free Cash Flow). Payouts can range from 0% to 200% of the applicable target. If absolute TSR is negative at the end of the performance cycle, the payout factor for the Relative TSR measure is capped at 100%. The award calculation is formulaic pursuant to the provisions defined in the award agreement, and no discretion can be applied to the final payout factor, which is determined based on the performance outcomes relative to our pre-set goals. For the 2023-2025 LTIP grants, any amount payable to a single participant in excess of $10 million will be forfeited.

  107. 2023 Long-Term Incentive Compensation

    | 53 | 2024 Proxy Statement | |

  108. 2023 Long-Term Incentive Compensation

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  109. Selection of LTI Performance Measures

    Selection of LTI Performance Measures The LTI performance metrics approved by the Compensation Committee are measures that we believe 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. The measurements used for the financial component of our 2023 annual incentive plan (Sales, Segment Operating Profit and Free Cash Flow) also serve as the foundation for achieving our long-term goals such that we must consistently achieve or exceed the Company’s annual goals in order to achieve our LTI goals. The selected LTI performance metrics are Relative TSR (50% weight), ROIC (25% weight) and Free Cash Flow (25% weight). We chose these three metrics because we believe they represented good measures of value creation for the Company over a long-term period. We also applied equal weighting to the market-based measure of value creation, TSR, to the 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 long-term incentive plans. The use of Free Cash Flow better aligns to Company strategy as it incorporates capital expenditures. With respect to Relative TSR, the Compensation 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 2022 grants: •Global Industry Classification Standard - GICS 2010 - Capital Goods •Listed on a major U.S. index •Revenue >$10B and Market cap >$5B The Relative TSR Comparators for the 2023-2025 performance cycle are shown below:

  110. Selection of LTI Performance Measures

    | 2023-2025 Relative TSR Comparators |

  111. Selection of LTI Performance Measures

    | 3M Company | General Dynamics Corporation | Quanta Services, Inc. | | AECOM | General Electric Company | RTX 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 | |

  112. Selection of LTI Performance Measures

    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 Company, we use ROIC and Free Cash Flow as internal measures that are 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, with Free Cash Flow providing the means for investment and 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 mitigate the risk of short-term cash strategies that do not create long-term value. In tandem, we believe that these metrics drive the behaviors of our management team in ways that are intended to create the most value for our stockholders.

  113. Setting Performance Goals for PSUs and LTIP

    Setting Performance Goals for PSUs and LTIP Our long-range planning process is used to establish the target (100% level of payment) for the Free 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-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.

  114. Setting Performance Goals for PSUs and LTIP

    | | 2024 Proxy Statement | 54 |

  115. Setting Performance Goals for PSUs and LTIP

    | ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |

  116. Setting Performance Goals for PSUs and LTIP

    The specific Free Cash Flow and ROIC target values for the 2023-2025 PSU and LTIP grants are not publicly disclosed at the time of grant due to the proprietary nature and competitive sensitivity of that information. However, the method used to calculate the awards will be based on actual performance compared to the Company’s 2023-2025 targets, which uses linear interpolation between points. The individual award agreements require pre-specified adjustments to Free Cash Flow and ROIC so that the ultimate payouts are not impacted to the benefit or detriment of management by specified events that would result in a difference between planned and actual financial results. See Appendix A for more information on these potential adjustments and actual adjustments for the 2021-2023 award cycle. The Compensation Committee does not have discretion to adjust the results of the PSU and LTIP awards beyond the adjustments specified in the award agreements.

  117. 2023-2025 Performance Goals

    2023-2025 Performance Goals

  118. 2023-2025 Performance Goals

    | Relative 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% | | | | |

  119. 2023-2025 Performance Goals

    * 2023-2025 Relative TSR performance is measured against our peers in the S&P GICS 2010 - Capital Goods, US-Indexed & with a revenue >$10B and market cap >$5B, totaling 31 peers (See Selection of LTI Performance Measures above for Relative TSR Comparators).

  120. 2021-2023 LTIP and PSU Awards

    2021-2023 LTIP and PSU Awards The cash-based LTIP and share-based PSU payouts for the three-year performance period ended December 31, 2023 shown below were calculated by comparing actual corporate performance for each metric for the period January 1, 2021 through December 31, 2023, against payment levels from 0% to 200% (with the 100% payout level being considered target) established at the beginning of the performance period in February 2021. In June 2021, the Compensation Committee approved amendments to these awards to neutralize the impact of the pension expense and funding provisions of the American Rescue Plan Act. In February 2023, the Compensation Committee approved additional amendments to these awards to ensure neutralization of the impact of changes in tax laws or interpretation of tax laws related to the amortization of R&D expenditures for tax purposes by adjusting net income and to neutralize the impact of profit changes due to the timing or recognition of a loss on a specific strategic program approved by the Compensation Committee. Neutralizing the impact of these items ensures they do not affect payouts to a participant’s benefit or detriment.

  121. 2021-2023 LTIP and PSU Awards

    | Performance Measure | Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Calculated Payout | Weighted Payout | | Relative TSR | 50% | | | | 53.7% | 26.9% | | Performance Cash* | 25% | | | | 81.1% | 20.3% | | ROIC* | 25% | | | | 163.2% | 40.8% | | Overall Payout Factor | | | | | | 88.0% |

  122. 2021-2023 LTIP and PSU Awards

    * See Appendix A for definitions of non-GAAP measures. Performance Cash represents the Company’s Cash from Operations adjusted for items as described in the PSU and LTIP award agreements.

  123. 2021-2023 LTIP and PSU Awards

    | 55 | 2024 Proxy Statement | |

  124. 2021-2023 LTIP and PSU Awards

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  125. 2021-2023 LTIP and PSU Awards

    Based on a weighted payout factor of 88%, the following table shows the payouts for 2021-2023 LTIP and PSU awards paid in 2024.

  126. 2021-2023 LTIP and PSU Awards

    | NEO1 | 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 | | Mr. Cahill 2 | 360,000 | 316,800 | 2,635 | 2,319 | | Mr. Ulmer | 800,000 | 704,000 | 5,855 | 5,153 |

  127. 2021-2023 LTIP and PSU Awards

    (1) Excludes Mr. Malave who did not receive a 2021-2023 LTIP or PSU award. (2) Reflects targets and payouts associated with the 2021-2023 award received as Senior Vice President of Global Business Development.

  128. Our Use of Independent Compensation Consultants

    Our Use of Independent Compensation Consultants The independent compensation consultant provides important information about market practices, the types and amounts of compensation offered to executives generally and the role of corporate governance considerations in making compensation decisions. The Compensation Committee’s charter authorizes it to retain outside advisors that it believes are appropriate to assist in evaluating executive compensation. For 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 Company are limited to executive and director compensation. •The compensation paid to Meridian is less than 1% of Meridian’s revenues. •Meridian has business ethics and insider trading and stock ownership policies, which are designed to avoid conflicts of interest. •Meridian employees supporting the engagement and their immediate family members do not own Lockheed Martin securities. •Meridian employees supporting the engagement have no business or personal relationships with members of the Compensation Committee or with any Lockheed Martin executive officer. At its February 2024 meeting, the Compensation Committee renewed the engagement of Meridian. At that time, Meridian confirmed the continuing accuracy of each of the factors described above. The nature and scope of Meridian’s engagement was determined by the Compensation Committee and not limited in any way by management.

  129. Policy Regarding Timing of Equity Grants

    Policy Regarding Timing of Equity Grants We have a corporate policy statement concerning the grant of equity awards. Under that policy: •The Compensation Committee is responsible for determining the grant date of all equity awards to executive officers. •Annual equity awards are generally presented to the Compensation Committee and granted in February of each year. •No equity award may be backdated. A future date may be used if, among other reasons, the Compensation Committee’s action occurs in proximity to the release of earnings or during a trading blackout period. •Equity plans explicitly prohibit repricing of stock options or paying cash for underwater stock options. •Off-cycle awards may be considered in special circumstances, which may include hiring, retention or acquisition transactions.

  130. Policy Regarding Timing of Equity Grants

    | | 2024 Proxy Statement | 56 |

  131. Policy Regarding Timing of Equity Grants

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  132. Clawback and Other Protective Provisions

    Clawback and Other Protective Provisions Effective October 2, 2023, the Board adopted a mandatory clawback policy that implemented the new SEC and NYSE mandatory clawback rules. As stipulated in our Governance Guidelines, the 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. Notably, our existing clawback policy remains in our Governance Guidelines as a supplemental policy and continues to provide that if the Board of Directors determines that (i) an officer’s intentional misconduct, gross negligence or failure to report such acts by another person is 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) that adversely impacts our financial position or 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 Company and necessary to remedy the misconduct and prevent its recurrence. Among other actions, the Board may seek to recover or require reimbursement of amounts awarded to the officer in the form of an annual incentive or LTI award. This supplemental clawback policy is incorporated into our annual incentive plan and in the award agreements for the long-term incentive awards, covering all variable incentive compensation. There were no events requiring Board consideration of a clawback action during 2023. If the Board recoups incentive compensation under either 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. All executive-level award agreements also contain post-employment restrictive covenants, and compensation awarded under those agreements may be subject to clawback in the event an executive breaches any of the post-employment restrictive covenants.

  133. Benefit, Retirement and Perquisite Programs

    Benefit, Retirement and Perquisite Programs We offer other compensatory arrangements to our NEOs. The purpose for these benefits is to ensure security of executives, provide assistance with business-related expenses and be competitive with the other companies in our industry. Below is a summary of programs available to our NEOs. Further details are described in footnotes to the Summary Compensation Table on page 60. Health, Welfare and Retirement Benefits. Our NEOs are eligible for savings, pension, medical, disability and life insurance benefits under the plans available to salaried, non-union employees. We offer supplemental pension and savings plans to make up for benefits that otherwise would be unavailable due to Internal Revenue Service (IRS) limits on qualified plans. These plans are restorative and do not provide an enhanced benefit. We also offer a plan for the deferral of short-term and long-term cash performance incentive compensation. Pension and supplemental pension plans that the NEOs 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. Perquisites and Security. Perquisites provided to the NEOs include executive physicals, relocation assistance (when applicable), personal travel on the corporate aircraft, gifts 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. The Board believes it is important to provide security due to the nature of our defense business and because it believes that an employee should not be placed at personal risk due to his or her association with the Company. The Classified Business and Security Committee reviews security recommendations from our Chief Security Officer and may authorize precautionary actions to respond to security risks and direct threats involving our executive officers. As an example, our Board has directed our CEO to use corporate aircraft for security reasons while on business and personal travel. Other NEOs may also use the corporate aircraft for personal travel depending on circumstances and availability. 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. Tax Assistance. We do not have agreements or severance arrangements that provide tax gross-ups for excise taxes imposed as a result of a change in control. In 2023, we provided tax assistance for taxable security expenses, relocation-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 tax purposes. In addition, we pay an amount estimated to cover the state income tax imposed on employees who became subject to income tax in a 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 or the executive to travel to the non-resident state. We do not provide tax assistance on personal use of the corporate aircraft.

  134. Post-Employment, Change in Control, Divestiture and Severance Benefits

    Post-Employment, Change in Control, Divestiture and Severance Benefits Our NEOs do not have employment agreements, but participate in the Lockheed Martin Corporation Executive Severance Plan. Benefits are payable under this plan in the event of a Company-initiated termination of employment other than for cause. All of the NEOs are covered under the plan. 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 plus the equivalent of one year’s target annual incentive. For the CEO, the multiplier is 2.99 instead of one. 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 identical to those included in our NEOs’ LTI award agreements. With respect to LTI, upon certain terminations of employment, including death, disability, retirement, layoff, divestiture or a change in control, the NEOs may be eligible for continued or pro rata vesting on the normal schedule, immediate payment of benefits previously earned or accelerated vesting of LTI awards in full or on a pro rata basis. 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. In the event of a change in control, our plans provide for the acceleration of the payment of the non-qualified portion of earned pension benefits and non-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.

  135. Compensation and Risk

    | •Balance of fixed and variable pay opportunities •Multiple performance measures, multiple time periods and capped payouts under incentive plans •Stock ownership requirements •Risk oversight by independent Board committee •Incentive goals set at the enterprise or business segment level •Incentive plan caps on individual awards and pool size | •Moderate severance program that includes post-employment restrictive covenants •Institutional focus on ethical behavior •Annual risk assessment •Compensation Committee oversight of equity burn rate and dilution •Clawback policy •Anti-hedging and pledging policy |

  136. Summary Compensation Table

    Summary Compensation Table The following table shows annual and long-term compensation awarded, earned or paid for services in all capacities to the NEOs for the fiscal year ended December 31, 2023 and, where applicable, the prior fiscal years. Numbers are rounded to the nearest dollar.

  137. Summary Compensation Table

    | Name and Principal Position(1) | | Salary(2) | Bonus(3) | Stock Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (h) | (i) | (j) | | James D. Taiclet Chairman, President and Chief Executive Officer | 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 | | Jesus Malave Chief Financial Officer | 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 | | Frank A. St. John Chief Operating Officer | 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 | | Timothy S. Cahill President, Missiles and Fire Control | 2023 | 1,008,905 | — | 3,414,828 | 1,758,600 | 252,214 | 734,879 | 7,169,426 | | Gregory M. Ulmer President, Aeronautics | 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 |

  138. Summary Compensation Table

    (1)Information for Mr. Cahill is provided only for 2023 and for Mr. Malave and Mr. Ulmer only for 2023 and 2022 because they were not NEOs in prior years. (2)Salary is paid weekly in arrears. The amount 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 and reflects mid-year increases as disclosed in the CD&A. Amounts for 2023 include payments of cash in lieu of vacation for Mr. St. John: $39,231 and Mr. Cahill: $19,097. (3)Mr. Malave received a one-time cash sign-on bonus of $750,000 in 2022 to offset a forfeited 2021 annual incentive payout from his prior employer. (4)Amounts reported in the Stock Awards column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC 718) for RSUs and PSUs granted in 2023, 2022 and 2021, disregarding potential forfeitures based on service requirements.

  139. Summary Compensation Table

    | | 2023 Aggregate Grant Date Fair Value RSUs | 2023 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 |

  140. Summary Compensation Table

    The ASC 718 grant date fair value of one 2023 RSU of $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. Values for the PSUs, which are subject to performance conditions, are based on the probable outcome on the grant date of three separate performance conditions (50% of the target shares are earned based upon Relative TSR, 25% of the target shares are earned based upon Free Cash Flow, and 25% of the target shares are earned based upon ROIC). The grant date fair value of $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 2.86-year period assuming dividends for each company are reinvested on a continuous basis and a risk-free rate of interest of 4.41% and that deferred dividend equivalents accrued on shares earned will be paid in cash upon vesting. The grant date fair value of $477.45 for the Free 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.

  141. Summary Compensation Table

    | | 2024 Proxy Statement | 60 |

  142. Summary Compensation Table

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  143. Summary Compensation Table

    The maximum grant date fair values of the 2023 PSU awards, using the Monte Carlo simulation model for the TSR metric and assuming a 200% maximum payout for the ROIC and Free Cash Flow metrics, are as follows: Mr. Taiclet: $12,212,771; Mr. Malave: $3,816,674; Mr. St. John: $4,770,254; Mr. Cahill: $3,206,182; and Mr. Ulmer: $3,206,182. (5)Amounts reported in the Non-Equity Incentive Plan Compensation column represent the annual incentive amounts paid under the amended and restated Lockheed Martin Corporation 2021 Management Incentive Compensation Plan (MICP), and the amounts earned under our LTIP cash awards in the three-year period ending on December 31 of the year reported. The table below shows the respective 2023 annual incentive payouts and the amount earned under the 2021-2023 cash LTIP and reported for each NEO:

  144. Summary Compensation Table

    | | 2023 Annual Incentive Payout | 2021-2023 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 |

  145. Summary Compensation Table

    * Mr. Malave did not receive a 2021-2023 LTIP award because he was not employed by the Company at the time such awards were granted. (6)Amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column primarily represent the change in the present value of the pension benefit for the NEO for the year reported and is not the amount that will be paid to the NEO. The increase 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 Interest Investment Option, which was closed to new deferrals and transfers from other investment options in 2009. (7)The amounts reported in the All Other Compensation column represent perquisites and other personal benefits provided to the NEOs in 2023 including: security; relocation benefits (when applicable); annual executive physicals; home office support; use of corporate aircraft for personal 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 Company made available a Company-provided car and driver for personal commuting to some of the NEOs in 2023 and may provide event tickets from time to time, but requires the NEOs to reimburse the Company for the incremental cost to the Company 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 Mr. Taiclet $100,335 and Mr. St. John $48,734; (ii) personal use of the corporate aircraft for Mr. Taiclet $1,072,901; Mr. St. John $326,102 and Mr. Ulmer $119,109; and (iii) relocation expenses for Mr. Cahill $419,114. Incremental cost for use of corporate aircraft for personal travel was calculated based on the costs associated with personal flights (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). 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 Company’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 Company is business-related. In addition to perquisites, the amounts in this column include the items of compensation listed in the following table. All items are paid under broad-based programs for U.S. salaried employees except for 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 Nonqualified Capital Accumulation Plan (NCAP)). Amounts under Matching Gift Programs include matching contributions made to eligible non-profit organizations under the Company’s matching gift programs generally available to all employees and include contributions to be made in 2024 to match 2023 executive contributions. Amounts under Company Contributions to Health Savings Accounts reflect the Company’s annual contribution to the health savings accounts of all 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 the 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 the Company’s broad-based employee term life insurance has not been included. In 2023, the Company provided tax assistance on taxable security expenses, relocation related expenses, non-resident state income taxes incurred because of business travel, and travel expenses for a family member accompanying the NEO on travel determined to be business travel for tax purposes. 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 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.

  146. Summary Compensation Table

    | 61 | 2024 Proxy Statement | |

  147. Summary Compensation Table

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  148. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  149. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | | Grant Date | Award Type | Threshold | 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 |

  150. 2023 Grants of Plan-Based Awards

    (1)The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns include annual incentive grants (MICP) for 2023 and LTIP grants for the 2023-2025 performance period ending December 31, 2025. The MICP measures performance over a one-year period and is described under “2023 Annual Incentive” 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. The LTIP award measures performance against three separate metrics described under “2023 Long-Term Incentive Compensation” 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 2023-2025 award, the threshold amount 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 period, except in the event of retirement or layoff occurring after six months from the date of grant or in the event of death, disability, or divestiture. In any of these events, LTIP awards are paid at the end of the performance period on a

  151. 2023 Grants of Plan-Based Awards

    | | 2024 Proxy Statement | 62 |

  152. 2023 Grants of Plan-Based Awards

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  153. 2023 Grants of Plan-Based Awards

    prorated basis. Following a change in control, the 2023-2025 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. (2)The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards columns of the table include PSU awards for the 2023-2025 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 (i.e., February 22, 2026 for the February 22, 2023 grants). At the end of the vesting period, 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. PSU awards are subject to forfeiture upon termination of employment prior to the end of the vesting period, except in the event of retirement or layoff occurring after 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. Shares are earned under the PSU awards based upon performance against three separate metrics described under “PSU Awards” in the CD&A. If performance falls below the threshold level of performance, no shares would be earned. Assuming any payment is earned, the minimum amount payable under the PSU award is 6.25% of the target shares, 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. (3)The amounts reported in the All Other Stock Awards: Number of Shares of Stock or Units column show the number of RSUs granted on February 22, 2023. 2023 RSU awards vest on the third anniversary of the date of grant. RSU awards are subject to forfeiture upon termination of employment prior to the end of the vesting period, except in the event of retirement or layoff occurring after six months from the date of grant or death, disability or divestiture. RSU awards vest in full immediately upon death or disability and, upon layoff after six months from the date of grant, pro rata vest and are paid following the third anniversary of the grant date. RSU awards are prorated upon divestiture if not assumed by 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 after six months from the date of grant, 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. At the end of the vesting period, the RSUs are paid in shares of stock and the deferred dividend equivalents are paid in cash. If any tax withholding is required on the RSUs and deferred dividend equivalents during the vesting period (for example, on account of retirement eligibility), the RSUs provide for accelerated vesting of the number of shares and deferred dividend equivalents required to satisfy the tax withholding. The award is then reduced by the number of shares and deferred dividend equivalents subject to acceleration of vesting for tax withholding. (4)The amounts reported in the Grant Date Fair Value of Stock Awards column represent the aggregate grant date fair value computed in accordance with FASB ASC 718 for RSUs and PSUs granted in 2023, disregarding potential forfeitures based on service requirements. The grant date fair value of the 2023 RSU grant is $477.45 per RSU, which represents 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. The grant date fair value for the 2023 PSUs, which are subject to performance conditions, is based on the probable outcome of each of the three performance conditions. The grant date fair value of $509.11 for the Relative TSR portion of the award is determined using a Monte Carlo simulation model. The grant date fair value of $477.45 for the Free 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. As described in the CD&A, in determining 2023 awards of RSUs and PSUs, the closing price of Lockheed Martin common stock on the date of grant ($479.53 on February 22, 2023) was used as opposed to the grant date fair value. The use of the closing stock price versus the grant date fair value results in a difference between the amounts described in the CD&A and the amount reported in this column.

  154. 2023 Grants of Plan-Based Awards

    | 63 | 2024 Proxy Statement | |

  155. 2023 Grants of Plan-Based Awards

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  156. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  157. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | | | | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) | | Name | | | (#) | ($) | (#) | ($) | | (a) | | | (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 |

  158. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)Includes all unvested RSUs. RSUs vest on the third anniversary of the grant date. Also includes the PSUs granted on February 25, 2021, which had a performance period ending December 31, 2023 and a vest date of February 25, 2024. The number of shares shown in this column for the 2021-2023 PSUs is the number of shares earned based on the performance period and that were paid upon vesting. (2)The market value is calculated by multiplying the number of shares shown in the preceding column by the December 29, 2023 per share closing price of our stock ($453.24). NEOs also receive a cash payment for deferred dividend equivalents accrued through the end of the performance period for PSUs and the end of the vesting period for RSUs. (3)Represents PSUs granted on February 23, 2022 for the 2022-2024 performance period and on February 22, 2023 for the 2023-2025 performance period. The PSUs are earned and paid out in shares of our common stock at the end of the three-year vesting period based upon performance on three separate metrics (Relative TSR, Free Cash Flow and ROIC). The number of shares of stock shown in this column is based upon the threshold level of performance for each of the three metrics or, if performance on the metric has exceeded the threshold level as of December 31, 2023, the estimated level of performance as of December 31, 2023. PSUs have a vesting period ending on the third anniversary of the date of grant. (4)The market value is calculated by multiplying the number of PSUs reported in the preceding column by the December 29, 2023 per share closing price of our stock ($453.24). NEOs also receive cash payment for deferred dividend equivalents accrued through the end of the performance period.

  159. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 2024 Proxy Statement | 64 |

  160. Outstanding Equity Awards at 2023 Fiscal Year-End

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  161. Stock Vested During 2023

    Stock Vested During 2023

  162. Stock Vested During 2023

    | | Stock Awards | | | | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting (2) | | 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 |

  163. Stock Vested During 2023

    (1)Represents (i) vesting on February 27, 2023 of RSUs and PSUs granted on February 21, 2020 following the three-year vesting period (for all NEOs except Mr. Taiclet and Mr. Malave); (ii) accelerated vesting on December 8, 2023 of a portion of RSUs granted on February 22, 2023 equal to the value of the tax withholding obligation due because the NEO is retirement-eligible (for all NEOs with outstanding 2023 RSUs except Mr. Taiclet and Mr. Malave); (iii) vesting of Mr. Taiclet’s initial equity award upon becoming CEO and Mr. St. John’s incremental equity award upon becoming COO, each granted on July 27, 2020 (Mr. Taiclet: 27,024 PSUs vesting on February 27, 2023 and 10,992 RSUs vesting on July 27, 2023; Mr. St. John: 293 PSUs vesting on February 27, 2023 and 112 RSUs vesting on July 27, 2023) and (iv) vesting on February 23, 2023 of 10,286 RSUs granted on February 23, 2022 to Mr. Malave as an equity replacement award to offset forfeited unvested incentives from his former employer. The amounts for the accelerated vesting for tax withholding represent the aggregate number of shares vested prior to the concurrent disposition of the vested shares to the Company to satisfy the tax withholding obligation. (2)Value realized was calculated based on the number of shares acquired on vesting multiplied by the per share closing price of our common stock on the date of vesting (February 23, 2023: $479.08; February 27, 2023: $479.49; July 27, 2023: $448.64; and December 8, 2023: $448.02).

  164. Pension Benefits

    Pension Benefits The NEOs (except Mr. Taiclet and Mr. Malave) have frozen benefits under (1) the Lockheed Martin Corporation Salaried Employee Retirement Program (LMRP), which is a tax-qualified plan that includes several prior plans (the Prior Plans), and (2) the 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. The annual pension benefit for all participants under the LMRP is determined by a final average compensation formula that multiplies (x) a percentage (1.25% of compensation below the social security wage base and 1.5% above that level) times (y) years of credited service ending with 2019 times (z) the average of the employee’s highest three years of compensation in the last ten years ending with 2015. Average compensation includes the NEO’s base salary and annual incentive payouts. None of the NEOs has been credited with any extra years of service or 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. In addition, a portion of the retirement benefits for certain NEOs may be calculated based on the formulas specified by the Prior Plans. 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 as of a specified date. Certain other formulas in the Prior Plans are based upon the final average compensation and credited service of the employee as of a specified date. Pay under certain formulas in the Prior Plans included salary, commissions, lump sum pay in lieu of a salary increase and annual incentive payouts awarded that year. All of the NEOs who participate in the LMRP, including any portion with respect to Prior Plans, were vested and are eligible for early retirement as of December 31, 2023. The 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 have been earned under the Supplemental Pension only in years when the NEO’s total accrued benefit would have exceeded the maximum allowable benefit accrued under the tax-qualified plan. The Supplemental Pension benefits are payable in the same forms as benefits are paid under the LMRP, except Mr. Cahill may elect a lump sum payment of his Supplemental Pension benefits due to his initial date of participation.

  165. Pension Benefits

    | 65 | 2024 Proxy Statement | |

  166. Pension Benefits

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  167. Pension Benefits Table

    Pension Benefits Table

  168. Pension Benefits Table

    | | | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | | 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 | — |

  169. Pension Benefits Table

    (1)The Number of Years of Credited Service is four years less than the 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. (2)The amounts reported in the Present Value of Accumulated Benefit column 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 2023 Annual Report. 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. Amounts paid under our plans use assumptions contained in the plans and may be different than those used for financial statement reporting purposes. If a NEO is eligible to elect a lump sum payment under the Supplemental Pension, 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.

  170. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In general, participants in our tax-qualified 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 plus a nonelective contribution equal to 6% of the participant’s base pay. Employee and Company matching contributions in excess of the Internal Revenue Code limitations may be contributed to a nonqualified defined contribution plan called the Lockheed Martin Corporation Supplemental Savings Plan (NQSSP) on a pre-tax basis at the election of the NEO. We also make Company nonelective contributions in excess of the Internal Revenue Code limitations to a nonqualified defined contribution excess plan called the Lockheed Martin Corporation Nonqualified Capital Accumulation Plan (NCAP) equal to 6% of the NEO’s base salary. Employee contributions and Company matching and nonelective contributions to the plans are nonforfeitable at all times. NQSSP and NCAP contributions are credited with earnings or losses based on the investment 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 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. The Deferred Management Incentive Compensation Plan (DMICP) is a nonqualified deferred compensation plan that provides the opportunity to defer, until termination of employment or beyond, the receipt of all or a portion of annual incentive payouts and LTIP awards. NEOs may elect any of the investment funds available in the NQSSP (with the exception of the Company Stock Fund) and 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 and will be paid in shares of our common

  171. Nonqualified Deferred Compensation

    | | 2024 Proxy Statement | 66 |

  172. Nonqualified Deferred Compensation

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  173. Nonqualified Deferred Compensation

    stock upon distribution. The DMICP provides for payment in January or July following termination of employment in a lump sum or up to 25 annual installments at the NEO’s election. All amounts accumulated under the DMICP must be paid in a lump sum within 15 days following a change in control. The following table reports compensation earned by the NEOs and deferred under NQSSP, NCAP and DMICP.

  174. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  175. Nonqualified Deferred Compensation Table

    | | | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions in Last FY | Aggregate Balance at Last FYE(3) | | Name | | ($) | ($) | ($) | ($) | ($) | | (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 |

  176. Nonqualified Deferred Compensation Table

    (1)The amounts reported in the Executive Contributions in Last Fiscal Year column include salary deferrals to the NQSSP in 2023 and any deferrals to the DMICP of annual incentive and LTIP payouts that were payable in 2023 for performance periods ending in 2022. Any deferrals to the DMICP of annual incentive and LTIP payouts for performance periods ending in 2023 are not credited until 2024, and are not included in the table. (2)The amounts reported in the Registrant Contributions in Last Fiscal Year column include Company matching contributions to the NQSSP made in 2023 and Company nonelective contributions made to the NCAP in 2023. The NQSSP Company match and NCAP Company nonelective contributions are also included in the All Other Compensation column of the “Summary Compensation Table.” (3)The amount of 2023 contributions and earnings reported in this table that is also reported as compensation in our “Summary Compensation Table” for 2023 is for Mr. Taiclet: $549,290; Mr. Malave: $145,662; Mr. St. John: $312,783; Mr. Cahill: 345,523 and Mr. Ulmer: $167,957. The amount in “Aggregate Balance at Last Fiscal Year End” column reported as compensation in our “Summary Compensation Tables” for years 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.

  177. Nonqualified Deferred Compensation Table

    | 67 | 2024 Proxy Statement | |

  178. Nonqualified Deferred Compensation Table

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  179. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The chart below summarizes the benefits that become payable to a NEO at, following, or in connection with retirement, change in control, death, disability, layoff, divestiture, termination or resignation under the terms of our benefit plans.

  180. Potential Payments Upon Termination or Change in Control

    | | Retirement | Change in Control | Death/Disability/Layoff | Divestiture(1) | Termination/Resignation | | Annual Incentive(2) | Payment (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. | Payment may be prorated at target for death or disability during the year. Payment may be prorated based on year-end performance results for layoff with six months of participation in the year. No payment if layoff occurs at any time during the year, including on the last day of the year, and benefits are paid to the Executive under the Executive Severance Plan. | 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. | Upon layoff and subject to six-month minimum service from date of grant and execution of a release of claims, for 2021 awards, continued vesting of RSUs and dividend equivalents; for 2022 and 2023 awards, prorated vesting of RSUs and dividend equivalents. Full immediate vesting following death or disability. | Unless assumed by the successor, RSUs and dividend equivalents will vest on a pro rata basis based on the days into the vesting period at closing unless the employee is retirement-eligible in which case the RSU grant will continue to vest until the vesting date. | Forfeit unvested RSUs, PSUs and LTIP and dividend equivalents on RSUs and PSUs if termination occurs prior to becoming retirement-eligible or anytime if termination is due to misconduct. Termination on or after the six-month anniversary of the grant date and either (i) age 55 and ten years of service or (ii) age 65 is treated as retirement-eligible. | | PSUs & LTIP | 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. |

  181. Potential Payments Upon Termination or Change in Control

    | | 2024 Proxy Statement | 68 |

  182. Potential Payments Upon Termination or Change in Control

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  183. Potential Payments Upon Termination or Change in Control

    | | Retirement | Change in Control | Death/Disability/Layoff | Divestiture(1) | Termination/Resignation | | Pension(3) | Qualified: Annuity payable on a reduced basis at age 55; annuity payable on a non-reduced basis at age 60; steeper reduction for early commencement at age 55 for terminations prior to age 55 than for terminations after age 55. Supplemental: Annuity or, for NEOs eligible before Dec. 16, 2005, lump sum at later of age 55 or termination, same early commencement reductions applied as for Pension-Qualified. | Qualified: No acceleration. Supplemental: Lump Sum within 15 calendar days of the change in control. | Qualified: Spousal annuity benefit as required by law in event of death unless waived by spouse. For either (i) disability between age 53 and 55 with eight years of service or (ii) layoff between age 53 and 55 with eight years of service or before age 55 with 25 years of service, participant is eligible for the more favorable actuarial reductions for participants terminating after age 55. Supplemental: Annuity or, for NEOs eligible before Dec. 16, 2005, lump sum at later of age 55 or termination, same provisions as Pension-Qualified for spousal waiver, disability, and layoff. | No provisions; absent a negotiated transfer of liability to buyer, treated as retirement or termination. | Qualified: Annuity payable on a reduced basis at age 55; annuity payable on a non-reduced basis at age 60; steeper reduction for early commencement at age 55 for terminations prior to age 55 than for terminations after age 55. Supplemental: Annuity or, for NEOs eligible before Dec. 16, 2005, lump sum, same early commencement reductions applied as for Pension-Qualified. | | DMICP(4) / NQSSP(4) / NCAP(4) | Lump sum or installment payment in accordance with NEO elections. | Immediate lump sum payment. | DMICP: Lump sum or installment payments in accordance with NEO elections, except lump sum only for layoff prior to age 55. NQSSP/NCAP: Lump sum for death; for disability or layoff, lump sum or installment payments in accordance with NEO elections. | Follows termination provisions. | DMICP: Lump sum or installment payments in accordance with NEO elections, except lump sum only if termination is prior to age 55. NQSSP/NCAP: Lump sum or installment payments in accordance with NEO elections. |

  184. Potential Payments Upon Termination or Change in Control

    (1)Divestiture is defined as a transaction which results in the transfer of control of a business operation to any person, corporation, association, partnership, joint venture, or other business entity of which less than 50 percent of the voting stock or other equity interests (in the case of entities other than corporations) is owned or controlled directly or indirectly by us, one or more of our subsidiaries, or by a combination thereof following the transaction. (2)See “Compensation Discussion and Analysis” for discussion of annual incentive payment calculation. (3)See “Pension Benefits Table” for present value of accumulated benefit. Amounts paid under the Pension and Supplemental Pension use assumptions set forth in the plans and are different from the assumptions used to calculate the accrued benefit reported in the “Pension Benefits Table” or “Summary Compensation Table” or for financial reporting; therefore, actual payouts would be different from those disclosed in such tables. Payments under the Supplemental Pension would be payable to eligible NEOs in accordance with their individual elections and would not commence prior to age 55, except in the case of a change in control, in which case benefits would be paid in a lump sum payment shortly following the change in control regardless of age. All forms of payment, whether lump sum or annuities and regardless of the payment triggering event, would be calculated using the plan assumptions to be actuarially equivalent so that there is no incremental benefit associated with any of the events or payment forms. (4)See “Aggregate Balance at Last FYE” column in “Nonqualified Deferred Compensation Table” for amounts payable.

  185. Potential Payments Upon Termination or Change in Control

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  186. Potential Payments Upon Termination or Change in Control

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  187. 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 Executive Severance Plan that would be made for each NEO assuming a termination event occurred on December 31, 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 after December 31, 2023 on account of the trigger event. Amounts that are contingent upon future performance, continued vesting or already earned as of December 31, 2023 are described and quantified in the footnotes following the table. Award agreements for the NEOs contain clawback provisions and post-employment restrictive covenants. 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.

  188. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  189. Potential Payments Upon Termination or Change in Control Table

    | | | Retirement | Change In Control | Death/ Disability | Layoff | Divestiture | Termination/ Resignation(1) | | Name | | ($) | ($) | ($) | ($) | ($) | ($) | | James D. Taiclet | LTIP(2) | — | 9,000,000 | — | — | — | — | | | RSUs(3) | — | 16,165,536 | 16,165,536 | — | 10,404,022 | — | | | PSUs(4) | — | 26,945,585 | — | — | — | — | | | Executive Severance(5) | — | — | — | 15,273,194 | — | — | | | TOTAL | — | 52,111,121 | 16,165,536 | 15,273,194 | 10,404,022 | — | | Jesus Malave | LTIP(2) | — | 2,600,000 | — | — | — | — | | | RSUs(3) | — | 4,398,011 | 4,398,011 | — | 2,227,429 | — | | | PSUs(4) | — | 7,330,805 | — | — | — | — | | | Executive Severance(5) | — | — | — | 2,195,168 | — | — | | | TOTAL | — | 14,328,816 | 4,398,011 | 2,195,168 | 2,227,429 | — | | Frank A. St. John | LTIP(2) | — | 3,550,000 | — | — | — | — | | | RSUs(3) | — | 6,204,230 | 6,204,230 | — | — | — | | | PSUs(4) | — | 10,634,872 | — | — | — | — | | | Executive Severance(5) | — | — | — | 2,649,632 | — | — | | | TOTAL | — | 20,389,102 | 6,204,230 | 2,649,632 | — | — | | Timothy S. Cahill | LTIP(2) | — | 1,600,000 | — | — | — | — | | | RSUs(3) | — | 2,666,465 | 2,666,465 | — | — | — | | | PSUs(4) | — | 4,549,461 | — | — | — | — | | | Executive Severance(5) | — | — | — | 2,197,062 | — | — | | | TOTAL | — | 8,815,926 | 2,666,465 | 2,197,062 | — | — | | Gregory M. Ulmer | LTIP(2) | — | 2,440,000 | — | — | — | — | | | RSUs(3) | — | 4,293,490 | 4,293,490 | — | — | — | | | PSUs(4) | — | 7,344,684 | — | — | — | — | | | Executive Severance(5) | — | — | — | 2,201,317 | — | — | | | TOTAL | — | 14,078,174 | 4,293,490 | 2,201,317 | — | — |

  190. Potential Payments Upon Termination or Change in Control Table

    (1)Termination/Resignation: Resignation by executives who are eligible for retirement, for purposes of this table, is treated as retirement. All NEOs who participate in the pension plans were eligible for retirement as of December 31, 2023. (2)Long-Term Incentive Performance Awards: The table shows an amount payable in the event of a change in control trigger event for the 2022-2024 and 2023-2025 LTIP performance periods. For a trigger event based upon death, disability, retirement (or resignation after satisfying the requirements for retirement), layoff or divestiture on December 31, 2023, amounts (if any) for the 2022-2024 and 2023-2025 LTIP performance periods would not be payable until after the end of the performance period. The estimated prorated amounts payable for the 2022-2024 performance cycle based on performance through December 31, 2023 are: Mr. Taiclet $3,876,000; Mr. Malave $2,067,200; Mr. St. John $1,550,400; Mr. Cahill $516,800 and Mr. Ulmer $1,033,600. The estimated prorated amounts payable for the 2023-2025 performance cycle based on performance through December 31, 2023 are: Mr. Taiclet $1,680,000; Mr. Malave $525,000; Mr. St. John $656,250; Mr. Cahill $441,000 and Mr. Ulmer $441,000. The table does not include amounts for the 2021-2023 performance cycle as these amounts are reported in the “Summary Compensation Table” (see footnote to the Non-Equity Incentive Plan Compensation column).

  191. Potential Payments Upon Termination or Change in Control Table

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  192. Potential Payments Upon Termination or Change in Control Table

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  193. Potential Payments Upon Termination or Change in Control Table

    (3)Restricted Stock Units: For a change in control (assuming satisfaction of the double trigger), death, disability or divestiture, the reported value of the RSUs was based upon the closing price of our stock on December 29, 2023 ($453.24) plus deferred dividend equivalents that accrued. RSUs 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, 2023 and would not become payable until their applicable vesting date, and are not included in the table. If a NEO is retirement-eligible, then in the case of a divestiture occurring on December 31, 2023, the RSUs 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 would have the same value on December 31, 2023 as the amounts shown for immediate payment on account of death or disability. For 2022 and 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. (4)Performance Stock Units: The table shows an amount payable in the event of a change in control trigger event for the 2021-2023, 2022-2024 and 2023-2025 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, 2023 ($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 divestiture on December 31, 2023, amounts (if any) for the 2021-2023, 2022-2024 and 2023-2025 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, 2023 stock price are reported for the 2021-2023 PSU performance cycle in the Market Value of Shares or Units of Stock That Have Not Vested column of the “Outstanding Equity Awards at 2023 Fiscal Year-End Table” and for 2022-2024 and 2023-2025 in Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested column of that table. The estimated prorated amounts for a trigger event occurring on December 31, 2023 plus deferred dividend equivalents that accrued are for each cycle: (i) 2021-2023 cycle: Mr. Taiclet $8,338,755; Mr. St. John $3,276,723; Mr. Cahill $1,072,258 and Mr. Ulmer $2,383,338; (ii) 2022-2024 cycle: Mr. Taiclet $7,332,077; Mr. Malave $3,910,631; Mr. St. John $2,933,212; Mr. Cahill $978,373 and Mr. Ulmer $1,956,270; and (iii) 2023-2025 cycle: Mr. Taiclet $1,163,010; Mr. Malave $363,935; Mr. St. John $454,220; Mr. Cahill $305,762 and Mr. Ulmer $305,762. The prorated amounts are based on the stock price and estimated performance as of December 31, 2023. (5)Executive Severance: The total amounts projected for severance payments due to layoff are based on the Executive Severance Plan. It includes payment for one year of salary (2.99 years for Mr. Taiclet) and one year of target annual incentive (2.99 for Mr. Taiclet), estimated costs for benefits continuation for one year, outplacement services and relocation assistance (if required under the plan terms).

  194. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-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. The ratio of CEO pay to the pay of the Company’s median employee for fiscal year 2023 is 187 to one. Lockheed Martin employs approximately 122,000 employees that are, in large part, highly skilled professionals located primarily in the United States, but also in numerous other countries. For 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. The median employee was determined by calculating the total annual cash compensation (base salary plus annual incentive) of all employees except the CEO as of December 31, 2022, and then sorting those employees from highest to lowest; and determining the median employee from that list. The total annual compensation for our CEO for fiscal year 2023 was $22,813,775 as set forth in the Total column in the “Summary Compensation Table”. The total annual compensation for the median employee for fiscal year 2023 was $121,901 encompassing base salary, incentives/recognition awards and Company contributions to defined contribution plans. The annual total compensation of the median employee was determined in the same manner as the total compensation shown for our CEO. Like Mr. Taiclet, the median employee does not participate in our pension plan.

  195. CEO Pay Ratio

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  196. CEO Pay Ratio

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  197. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see “Compensation Discussion and Analysis (CD&A)” beginning on page 44 The use of the term “compensation actually paid” (CAP) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the following table.

  198. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (Taiclet)(1) | Compensation Actually Paid to PEO (Taiclet)(2) | Summary Compensation Table Total for PEO (Hewson)(1) | Compensation Actually Paid to PEO (Hewson)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) | Free Cash Flow(5) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (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 |

  199. Pay Versus Performance

    (1)Mr. Taiclet was elected CEO effective June 15, 2020, succeeding Ms. Marillyn A. Hewson. The individuals comprising the Non-PEO NEOs are for 2023: Mr. Malave, Mr. St. John, Mr. Cahill and Mr. Ulmer; for 2022: Mr. Malave, Mr. John W. Mollard, Mr. St. John, Mr. Scott T. Greene, Ms. Maryanne R. Lavan and Mr. Ulmer; for 2021: Mr. Mollard, Mr. Kenneth P. Possenriede, Mr. St. John, Mr. Richard F. Ambrose, Ms. Stephanie C. Hill and Ms. Hewson; and for 2020: Mr. Possenriede, Mr. St. John, Mr. Ambrose and Ms. Michele A. Evans. (2)CAP reflects the total compensation reported in the Summary Compensation Table for the applicable year adjusted to include or exclude the amounts shown in the tables below for the NEOs. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. The Inclusion of Pension Service Cost column would report amounts based on the pension service cost for services rendered during the listed year and any prior service cost or credit attributable to a plan amendment for services rendered prior to the amendment. There are no amounts listed in this column because the Company’s pension plan was frozen effective January 1, 2020 and there have not been any plan amendments triggering additional costs or credits in the years covered. Equity values are calculated in accordance with FASB ASC Topic 718.

  200. Pay Versus Performance

    | | Summary Compensation Table Total | Exclusion of Change in Pension Value | Exclusion of Stock Awards | Inclusion of Pension Service Cost | Inclusion of Equity Values* | Compensation Actually Paid | | | ($) | ($) | ($) | ($) | ($) | ($) | | 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 |

  201. Pay Versus Performance

    * The amounts in the Inclusion of Equity Values in the table above are derived from the amounts set forth in the following table:

  202. Pay Versus Performance

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  203. Pay Versus Performance

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  204. Pay Versus Performance

    | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included | Total - Inclusion of Equity Values | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 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 |

  205. Pay Versus Performance

    (3)Reflects S&P Aerospace & Defense Index. (4)“Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements. (5)SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not total shareholder return or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected Free Cash Flow as this measure for 2022 and 2023 as reflected in column (i) in the first table above. Free Cash Flow is a non-GAAP measure and is defined as cash from operations less capital expenditures. See Appendix A for more information on Free Cash Flow and how it is calculated. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  206. Directors and Executive Officers

    Directors and Executive Officers The following table shows Lockheed Martin common stock beneficially owned by and stock units credited to each NEO, director, nominee and all NEOs, directors, nominees and other executive officers as a group as of February 26, 2024. Except as otherwise noted, the named individuals have 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 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.

  207. Directors and Executive Officers

    | 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 | | All NEOs, directors, nominees and other executive officers as a group (22 individuals) | 169,082 | | 177,398 | | 346,480 |

  208. Directors and Executive Officers

    (1)Includes shares payable at termination with respect to vested stock units credited under the Directors Equity Plan for which a director has elected payment in stock for Mr. Burritt 552; Gen. Carlson 2,620; Mr. Donovan 891; Gen. Dunford 1,741; Mr. Ellis 21,507; Ms. Gordon 218; Ms. Hollub 2,652; Mr. Johnson 2,889; Ms. Reed-Klages 1,839; Mr. Taiclet 1,125 and Ms. Yarrington 1,071. Units for which a director has elected payment in cash are reported in the “Stock Units” column. (2)Includes shares attributable to the participant’s account in the Lockheed Martin Salaried Savings Plan for Mr. Cahill 38; Mr. Malave 59; Mr. St. John 8; Mr. Taiclet 52 and Mr. Ulmer 69. Participants have voting power and investment power over the shares. (3)Does not include performance stock units (PSUs). There are no voting rights associated with stock units or restricted stock units (RSUs). (4)For Mr. Akerson, includes 3 shares held by his spouse. (5)For Mr. Burritt, includes 1,796 shares held by an irrevocable trust for the benefit of members of his immediate family. (6)Represents shares beneficially owned by Mr. Falk and his spouse through a family limited partnership. (7)Includes vested stock units under the Directors Equity Plan for which directors have elected to receive distributions of units in the form of cash as well as unvested stock units credited on February 15, 2024 for the annual equity award (402 shares for all directors except for Adm. Ellis, who received 134 shares). Mr. Akerson 6,581; Mr. Burritt 12,080; Gen. Carlson 2,611; Mr. Donovan 402; Gen. Dunford 402; Adm. Ellis 1,271; Mr. Falk 14,000; Ms. Gordon 2,718; Ms. Hollub 402; Mr. Johnson 402; Ms. Reed-Klages 402 and Ms. Yarrington 402. (8)Includes stock units under the Directors Deferred Compensation Plan representing deferred cash compensation for Mr. Burritt 9,907; Gen. Carlson 425; Mr. Donovan 885 and Ms. Hollub 2,040. The stock units (including dividend equivalents credited as stock units) are distributed in the form of cash.

  209. Directors and Executive Officers

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  210. Directors and Executive Officers

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  211. Directors and Executive Officers

    (9)Includes stock units attributable to the participant’s account under the DMICP for Mr. St. John 152; Mr. Cahill 2,317 and Mr. Ulmer 1,154. Although most of the units will be distributed following termination or retirement in shares of stock, none of the units are convertible into shares of stock within 60 days of February 26, 2024. (10)Includes stock units attributable to the participant’s account under the NQSSP for Mr. Taiclet 522; Mr. Malave 68; Mr. St. John 85; Mr. Cahill 284 and Mr. Ulmer 780. Amounts credited to a participant’s account in the NQSSP are distributed in cash following termination of employment. (11)Includes unvested RSUs for Mr. Taiclet 33,121; Mr. Malave 13,076; Mr. St. John 12,919; Mr. Cahill 7,113 and Mr. Ulmer 8,619. Each RSU represents a contingent right to receive one share of common stock.