DEF 14A of Lockheed Martin Corp, Mar 26, 2026

DEF 14A of Lockheed Martin Corp

Filed Mar 26, 2026 · FY20250000936468-26-000004

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

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

  3. Director Nominees

    The Board, upon the recommendation of the Nominating and Corporate Governance Committee, nominates the following nine directors for election to the Board for a one-year term. If elected, each director will hold office until the 2027 Annual Meeting and until their successor is elected and qualified. Please see the following pages for additional information on the director nominees.

  4. Director Nominees

    | | James D. Taiclet Age: 65 Director Since: 2018 | | | CHAIRMAN | | Chairman, President & CEO, Lockheed Martin Corporation Committees: None Other Public Boards: None | |

  5. Director Nominees

    | | John C. Aquilino Age: 64 Director Since: 2024 | | | INDEPENDENT | | Retired United States Navy Admiral Committees: C Other Public Boards: None . | |

  6. Director Nominees

    | | David B. Burritt Age: 70 Director Since: 2008 | | | INDEPENDENT | | President & CEO, United States Steel Corporation (U.S. Steel) Committees: A, M Other Public Boards: None | |

  7. Director Nominees

    | | John M. Donovan Age: 65 Director Since: 2021 | | | INDEPENDENT | | Retired CEO, AT&T Communications, LLC Committees: C, M* Other Public Boards: Palo Alto Networks, Inc. . . | |

  8. Director Nominees

    | | Thomas J. Falk Age: 67 Director Since: 2010 | | | INDEPENDENT LEAD DIRECTOR | | Retired Chairman & CEO, Kimberly-Clark Corporation Committees: N* Other Public Boards: AbbVie Inc. . | |

  9. Director Nominees

    | | Vicki A. Hollub Age: 66 Director Since: 2018 | | | INDEPENDENT | | President & CEO, Occidental Petroleum Corporation Committees: A, M Other Public Boards: Occidental Petroleum Corporation | |

  10. Director Nominees

    | | Debra L. Reed-Klages Age: 69 Director Since: 2019 | | | INDEPENDENT | | Retired Chairman, President & CEO, Sempra Energy Committees: M, N Other Public Boards: Chevron Corporation; Caterpillar Inc. | |

  11. Director Nominees

    | | Heather A. Wilson Age: 65 Director Since: 2024 | | | INDEPENDENT | | President, University of Texas at El Paso Former Secretary of the United States Air Force Committees: C Other Public Boards: None | |

  12. Director Nominees

    | | Patricia E. Yarringtion Age: 69 Director Since: 2021 | | | INDEPENDENT | | Retired Chief Financial Officer, Chevron Corporation Committees: A*, C Other Public Boards: None | |

  13. Director Nominees

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

  14. Director Nominees

    | | 2026 Proxy Statement | 17 |

  15. Director Nominees

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  16. Director Nominees’ Strategic Expertise and Core Competencies

    Director Nominees’ Strategic Expertise and Core Competencies The matrix below illustrates how our directors, individually and as a group, possess the requisite skills and experience to provide disciplined, effective oversight of our Company and help us deliver on our commitments to stockholders and customers. The Board believes these enablers are the differentiators that allow our directors to cohesively address the current and future needs of our business. The directors continually enhance their expertise and competencies through their outside engagements, service on our Board, and targeted development efforts.

  17. Director Nominees’ Strategic Expertise and Core Competencies

    | STRATEGIC EXPERTISE | | | | | | | | | | | | | Drive Operational Excellence | | | | | | | | | | | | We know that performance is what matters – for the warfighter, for our customers, for our team, and for our investors – and we are driving operational excellence across our business to achieve high-quality, efficient, and consistent performance | l | l | l | l | l | l | l | l | l | | | Navigate Industry Reformation | | | | | | | | | | | | Our customers require – and we are delivering – rapid, scalable and cost-effective advanced solutions to promote deterrence and address an evolving threat landscape, and to do that we are shifting our business practices to meet our customers’ needs | l | l | | l | | | | l | | | | Grow our Business | | | | | | | | | | | | We are growing organically, including domestically, through first-of-a-kind framework agreements with the U.S. Government, internationally, within the more than 50 countries in which we have a presence, and inorganically, through strategic investments, ventures, acquisitions and divestitures | l | l | l | l | l | l | l | l | l | | | Insert Defense Tech Across our Offerings | | | | | | | | | | | | We are leading the charge to provide the best of defense and commercial technology – including AI, autonomy, digital and networking open architecture, and hypersonics – across all our offerings to make forces agile, adaptive and unpredictable, so that they stay ready for any mission—today and in the future | l | l | | l | | | | l | | | | Partner Differently | | | | | | | | | | | | We are disrupting the traditional defense industrial base model by collaborating with innovative commercial companies and new defense entrants to leverage the best of our offerings and develop new business models that support our customers’ most critical missions | l | l | l | l | l | l | l | l | l | | | Transform our Business | | | | | | | | | | | | We are investing ahead of need through our 1LMX effort to fully transform our Company’s digital backbone and business processes to deliver solutions with speed, agility and insight | l | | l | l | l | l | l | | l | | CORE COMPETENCIES | | | | | | | | | | | | | Senior Leaders | | | | | | | | | | | | Public company C-suite executives, government leaders and military officers, academic thought leaders and others with experience leading large, complex, dynamic organizations | l | l | l | l | l | l | l | l | l | | | Financial Experts | | | | | | | | | | | | Understand public company financial statements, shareholder expectations, and, for Audit Committee membership, have additional experience and expertise in financial reporting and capital allocation | l | | l | l | l | l | l | | l | | | Tech Savvy | | | | | | | | | | | | Professional experience in advanced technologies including cybersecurity, artificial intelligence, networking and communications, advanced manufacturing, and aerospace, defense, and intelligence disciplines | l | l | | l | | | | l | | | | Future Focused | | | | | | | | | | | | Understand that the nature of our business is changing rapidly and understand the intersection of technology, business, policy, sustainability risks and opportunities | l | l | l | l | l | l | l | l | l | | | Customer Centric | | | | | | | | | | | | Intimately understand our customers’ needs and missions, national politics and geopolitical matters, including through service in government or the military | l | l | | | | | | l | |

  18. Director Nominees’ Strategic Expertise and Core Competencies

    | 18 | 2026 Proxy Statement | |

  19. Director Nominees’ Strategic Expertise and Core Competencies

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  20. Director Nominee Biographies

    Director Nominee Biographies

  21. Director Nominee Biographies

    | | | James D. Taiclet Chairman, President and CEO Director since 2018 Age 65 Committees None | | | | Thomas J. Falk Independent Lead Director Director since 2010 Age 67 Committees Nominating and Corporate Governance, Chair | | | Experience, Strategic Expertise and Core Competencies | | | | Experience, Strategic Expertise and Core Competencies | | | | | | Customer Centric | | Drive Operational Excellence | | Drive Operational Excellence | | Financial Expert | | | Financial Expert | | Future Focused | | Future Focused | | Grow our Business | | | Grow our Business | | Insert Defense Tech Across our Offerings | | Partner Differently | | Transform our Business | | | Navigate Industry Reformation | | Partner Differently | | | | | | | Senior Leader | | Tech Savvy | | | | | | | Transform our Business | | | | | | | | Mr. Taiclet brings extensive strategic and operational leadership experience across the aerospace, defense and global infrastructure sectors. He is driving a vision for a more commercial and resilient defense industrial base that accelerates advanced digital and physical technologies into critical national security missions to continually improve capabilities and deter armed conflict. Prior to joining Lockheed Martin, as Chairman and Chief Executive Officer of American Tower Corporation, he expanded the real estate investment trust’s market capitalization from roughly $2 billion to more than $100 billion. As a former U.S. Air Force officer and pilot, Mr. Taiclet has logged over 5,000 flying hours (most of those in a Lockheed C-141B StarLifter) and brings a nuanced perspective on national security, technology modernization and the evolving defense industrial base. | | | | Mr. Falk has substantial leadership and change management experience from his time leading Kimberly Clark, serving on the Dallas Fed Board of Governors until 2025, and serving on our Board since 2010. Notably, through his board service Mr. Falk has provided oversight of the Company across three Chief Executive Officers and four presidential administrations, which has provided him with a unique perspective on our Company, the broader defense industrial base and the opportunities and challenges that arise when defense needs and budgets evolve due to the changing geopolitical and threat landscape. | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •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 of Pratt & Whitney, a unit of then-United Technologies Corporation | | | | •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 Kimberly-Clark from 1999 to 2002 | | | | | Other Public Company Boards Within Last 5 years | | | | Other Public Company Boards Within Last 5 years | | | | | None | | | | AbbVie Inc. (2025 - present) | | | |

  22. Director Nominee Biographies

    | | 2026 Proxy Statement | 19 |

  23. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  24. Director Nominee Biographies

    | | | John C. Aquilino Independent Director Director since 2024 Age 64 Committees Classified Business and Security | | | | David B. Burritt Independent Director Director since 2008 Age 70 Committees Audit; Management Development and Compensation | | | Experience, Strategic Expertise and Core Competencies | | | | Experience, Strategic Expertise and Core Competencies | | | | | | Customer Centric | | Drive Operational Excellence | | Drive Operational Excellence | | Financial Expert | | | Future Focused | | Grow our Business | | Future Focused | | Grow our Business | | | Insert Defense Tech Across our Offerings | | Navigate Industry Reformation | | Partner Differently | | Senior Leader | | | Partner Differently | | Senior Leader | | Transform our Business | | | | | Tech Savvy | | | | | | | | Admiral Aquilino brings extensive expertise with our core customer and industry to our Board. Admiral Aquilino retired from the United States Navy in 2024 as a Four Star Admiral following 40 years of distinguished service. He contributes a wide array of senior leadership experience and a comprehensive understanding of our customers’ evolving requirements. Admiral Aquilino has served as a fighter pilot in every geographic combatant command and has participated in nearly every major military operation since his commissioning in 1984. He later served as the 26th Commander of the U.S. Indo-Pacific Command, the nation’s largest combatant command responsible for all U.S. military activities in the Indo-Pacific. Admiral Aquilino serves on the Board of Directors of Hawaiian Electric Company, Inc., the wholly-owned principle operating subsidiary of Hawaiian Electric Industries, Inc. | | | | Mr. Burritt has a comprehensive understanding of our business and industry as our Company has evolved to meet the demands resulting from new domestic and international customer needs and opportunities. Mr. Burritt garnered extensive expertise in managing and transforming complex manufacturing operations around the world during his nearly 50 year career, including with Caterpillar Inc., where he served as CFO, and United States Steel Corporation (U.S. Steel), where he has served as CFO, COO and President and CEO. | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •Four Star U.S. Navy Admiral retiring in 2024 after 40 years of service, including as the 26th Commander of the U.S. Indo-Pacific Command from 2021 until his retirement; Commander of the U.S. Pacific Fleet; Commander of the U.S. Fifth Fleet and Naval Forces Central Command; and Commander of Carrier Strike Group 2 •Fighter pilot in every geographic combatant command and in nearly every major military operation since 1984, including Operations Deliberate Force, Southern Watch, Enduring Freedom, Iraqi Freedom and Inherent Resolve | | | | •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 | | | | | Other Public Company Boards Within Last 5 years | | | | Other Public Company Boards Within Last 5 years | | | | | None | | | | U.S. Steel (Executive Committee) (2017 - 2025) | | | |

  25. Director Nominee Biographies

    | 20 | 2026 Proxy Statement | |

  26. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  27. Director Nominee Biographies

    | | | John M. Donovan Independent Director Director since 2021 Age 65 Committees Classified Business and Security; Management Development and Compensation, Chair | | | | Vicki A. Hollub Independent Director Director since 2018 Age 66 Committees Audit; Management Development and Compensation | | | Experience, Strategic Expertise and Core Competencies | | | | Experience, Strategic Expertise and Core Competencies | | | | | | Drive Operational Excellence | | Financial Expert | | Drive Operational Excellence | | Financial Expert | | | Future Focused | | Grow our Business | | Future Focused | | Grow our Business | | | Insert Defense Tech Across our Offerings | | Navigate Industry Reformation | | Partner Differently | | Senior Leader | | | Partner Differently | | Senior Leader | | Transform our Business | | | | | Tech Savvy | | Transform our Business | | | | | | Mr. Donovan contributes his vast experience in overseeing large organizations as they innovate and invest in technology-enabled solutions, including 5G networks, cybersecurity, and artificial intelligence. Mr. Donovan brings a unique perspective to our Board as both a technologist and an experienced executive leader who, while serving in roles such as Chief Technology Officer, Chief Strategy Officer and Chief Executive Officer, drove the adoption of innovative products and technologies at AT&T and throughout the telecommunications industry. | | | | Ms. Hollub is the President and Chief Executive Officer of Occidental Petroleum Corporation (Occidental), an international oil and gas exploration and production company. She has over 40 years of operational and executive experience at Occidental. Her leadership over complex, multinational supply-chain networks, Occidental’s $55 billion Anadarko acquisition, and enterprise-wide sustainability and technology-driven transformation initiatives equips the Board with a deep understanding of the strategic, technical, and global dimensions of large-scale industrial programs. | | | | | 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 | | | | •President and CEO of Occidental Petroleum Corporation (Occidental) 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 | | | | | 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) | | | | Occidental (2015 - present) | | | |

  28. Director Nominee Biographies

    | | 2026 Proxy Statement | 21 |

  29. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  30. Director Nominee Biographies

    | | | Debra L. Reed-Klages Independent Director Director since 2019 Age 69 Committees Management Development and Compensation; Nominating and Corporate Governance | | | | Heather A. Wilson Independent Director Director since 2024 Age 65 Committees Classified Business and Security | | | Experience, Strategic Expertise and Core Competencies | | | | Experience, Strategic Expertise and Core Competencies | | | | | | Drive Operational Excellence | | Financial Expert | | Customer Centric | | Drive Operational Excellence | | | Future Focused | | Grow our Business | | Future Focused | | Grow our Business | | | Partner Differently | | Senior Leader | | Insert Defense Tech Across our Offerings | | Navigate Industry Reformation | | | Transform our Business | | | | Partner Differently | | Senior Leader | | | | | | | Tech Savvy | | | | Ms. Reed-Klages contributes a comprehensive portfolio of senior leadership experience in energy infrastructure and highly regulated industries to our Board. As the retired Chairman, Chief Executive Officer and President of Sempra Energy (Sempra), she oversaw the development, investment and operation of a multi-billion dollar portfolio of electric and gas infrastructure assets across North and South America, steering the company through major renewable energy transformations, complex regulatory environments and capital intensive projects. This combination of strategic, financial and technical experience equips her to advise the Board on complex regulatory environments, business transformations, multinational operations and evolving technology landscapes. | | | | Dr. Wilson brings a broad portfolio of leadership across government, academia, and technology to our Board. As the 24th Secretary of the U.S. Air Force (2017‑2019), she oversaw the welfare of 666,000 Active‑Duty, Guard, Reserve and civilian forces and managed an annual budget of more than $138 billion. Dr. Wilson is the current President of the University of Texas at El Paso, ranked among the top public research universities nationwide, and previously served as President of the South Dakota School of Mines & Technology, following distinguished service as a Congresswoman from New Mexico in the U.S. House of Representatives (1998‑2009), where she served on the Armed Services, Intelligence and Energy & Commerce Committees. Dr. Wilson’s extensive background in Air Force acquisition, congressional oversight, and research-university leadership gives our Board a distinctive perspective on Lockheed Martin’s position within the defense industrial base and as an engine for innovation. | | | | | Selected Professional Experience | | | | Selected Professional Experience | | | | | •Executive Chairman of Sempra Energy from May 2018 to December 2018 •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 | | | | •President of the University of Texas at El Paso since 2019 •Secretary of the U.S. Air Force from 2017 to 2019 •President of the South Dakota School of Mines & Technology from 2013 to 2017 •Member of the U.S. House of Representatives from 1998 to 2009 representing New Mexico, serving on the House Armed Services Committee, the House Permanent Select Committee on Intelligence and the House Energy and Commerce Committee | | | | | Other Public Company Boards Within Last 5 years | | | | Other Public Company Boards Within Last 5 years | | | | | Chevron Corporation (Audit, Chair) (2018 - present) Caterpillar Inc. (Lead Independent Director; Nominating and Governance, Chair; Executive) (2015 - present) | | | | Maxar Technologies, Inc. (2021 - 2023) | | | |

  31. Director Nominee Biographies

    | 22 | 2026 Proxy Statement | |

  32. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  33. Director Nominee Biographies

    | | | Patricia E. Yarrington Independent Director Director since 2021 Age 69 Committees Audit, Chair; Classified Business and Security | | | Experience, Strategic Expertise and Core Competencies | | | | | | Drive Operational Excellence | | Financial Expert | | | Future Focused | | Grow our Business | | | Partner Differently | | Senior Leader | | | Transform our Business | | | | Ms. Yarrington contributes deep financial and operational leadership experience forged through more than 38 years in the energy sector to our Board. As Vice President and Chief Financial Officer of Chevron Corporation (Chevron), she oversaw a global finance organization, managed risk, disclosure, and financial system management and oversaw the financial aspects of the company’s digital business transformation. Earlier roles at Chevron—including Treasury, Government & Public Affairs, and Strategic Planning—provided her with extensive experience in international business expansion, M&A, and sustainability. Ms. Yarrington’s extensive background in public company accounting, internal controls, and overseeing multi-billion dollar financial statements makes her exceptionally qualified to chair the Audit Committee. | | | | | Selected Professional Experience | | | | | •Vice President and Chief Financial Officer of Chevron Corporation from 2009 to 2019 •Previously at Chevron, Vice President and Treasurer, 2007 to 2008; Vice President of Policy, Government and Public Affairs, 2002 to 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 | | | |

  34. Director Nominee Biographies

    | | 2026 Proxy Statement | 23 |

  35. Director Nominee Biographies

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  36. 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” section (see page 33) 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 2025, Meridian Compensation Partners, 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 2025. 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.

  37. Director Compensation

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

  38. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides information on the compensation of our directors for the fiscal year ended December 31, 2025. Mr. Taiclet did not receive separate compensation for service as a director of the Company during 2025.

  39. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | John C. Aquilino | 170,000 | 170,000 | — | 340,000 | | David B. Burritt | 170,000 | 170,000 | 357 | 340,357 | | Bruce A. Carlson | 60,247 | 56,667 | 755 | 117,669 | | John M. Donovan | 200,000 | 170,000 | 625 | 370,625 | | Joseph F. Dunford, Jr. | 195,000 | 170,000 | — | 365,000 | | Thomas J. Falk | 250,000 | 170,000 | — | 420,000 | | Vicki A. Hollub | 170,000 | 170,000 | 1,000 | 341,000 | | Debra L. Reed-Klages | 170,000 | 170,000 | 3,041 | 343,041 | | Heather A. Wilson | 170,000 | 170,000 | 1,045 | 341,045 | | Patricia E. Yarrington | 205,000 | 170,000 | — | 375,000 |

  40. 2025 Director Compensation Table

    (1)The amounts reported in the Fees Earned or Paid in Cash column reflect the aggregate dollar amount of 2025 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 stock units granted in 2025 under the Directors Equity Plan. For 2025, each independent director other than Mr. Carlson, was credited with 401.7108 stock units with an aggregate grant date fair value of $170,000 vesting 50% on June 30, 2025 and 50% on December 31, 2025. Mr. Carlson was credited with a one-third prorated award of 133.9036 stock units with an aggregate grant date fair value of $56,667 that vested on May 9, 2025 upon his retirement from the Board of Directors at the annual meeting. The grant date fair value of these awards was the closing price of our stock ($423.19) on the date of the grant (February 14, 2025). There were no outstanding unvested stock units as of December 31, 2025. See “Security Ownership of Management and Certain Beneficial Owners” on page 66 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 Lockheed Martin Political Action Committee (LMEPAC)’s charity match program in accordance with the LMEPAC’s guidelines applicable to all contributors: Mr. Donovan $625; Ms. Hollub $1,000; and Dr. Wilson $1,000; and (ii) tax assistance provided for a family member accompanying a director for a business purpose. Perquisites and other personal benefits provided to directors did not exceed $10,000 for any individual director.

  41. 2025 Director Compensation Table

    | | 2026 Proxy Statement | 27 |

  42. 2025 Director Compensation Table

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  43. 2025 Performance & Incentives Summary

    | 2025 was a year of unprecedented demand for Lockheed Martin’s advanced, integrated capabilities. We delivered solid financial results, including sales of approximately $75.0 billion, segment operating profit of $6.7 billion, free cash flow of $6.9 billion and ended the year with a record backlog of $194.0 billion with strong orders from both domestic and international customers. Consistent with the Company’s pay-for-performance philosophy, our results are reflected in the annual and long-term incentive outcomes shown. From a financial perspective, despite the impact of losses recognized on certain classified programs within the Aeronautics and Missiles and Fire Control business segments, which adversely affected segment operating profit performance, performance across other areas of the business reflected the strong demand and execution across our portfolio. During 2025, we achieved several notable operational and technology milestones that demonstrate the application of these priorities. Production and sustainment increased across Aeronautics, Missiles and Fire Control, Rotary and Mission Systems, and Space, including on key programs such as F-35, PAC-3, JASSM/LRASM, HIMARS, CH-53K, and strategic missile defense programs. One of many innovative highlights includes the X-59 Quiet Supersonic Technology (QueSST) aircraft, which completed key flight milestones, advancing low-boom supersonic capability and supporting NASA’s mission to enable future supersonic flight over land. We also continued to mature operational autonomy across air, ground and rotary platforms, demonstrating mission-relevant capabilities designed to enhance survivability and operational flexibility while reducing risk to personnel. Overall, our 2025 performance reflects a continued focus on execution, delivery reliability, and mission outcomes in support of the United States warfighter and its allies. In 2026, we are significantly increasing our investments while maintaining our historical practice of using a disciplined and dynamic approach to capital allocation. | 2025 Financial Performance | | | | | | Sales of $75.0B | | Segment Operating Profit* of $6.7B | | | | Free Cash Flow* of $6.9B | | Earnings per Share of $21.49 | | | | * See Appendix A for an explanation of Non-GAAP measures. | | | | | | 2025 Annual Incentive Results | | | | | | | | | | | | 2023 - 2025 Long-Term Incentive Results | | | | | | | | | |

  44. 2025 CEO Compensation

    | 2025 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 2025, Mr. Taiclet’s annual base salary was set at $1,751,000, which has remained unchanged since 2021. 2025 Annual Incentive. Mr. Taiclet’s target annual incentive amount for 2025 was 200% of salary, or $3,502,000. 2025-2027 Long-Term Incentives. In 2025, Mr. Taiclet was granted an annual LTI award of $17 million, which was allocated 50% in Performance Stock Units (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 2025. 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. | 2025 CEO Target Opportunity Mix * | | | | | | * Fixed vs. variable and cash vs. equity components are designated in the 2025 Compensation Elements table on page 34. 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. |

  45. 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 through annual Say-on-Pay vote and during periodic meetings with management. | |

  46. 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 |

  47. 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 NEOs’ target compensation for 2025 was closely aligned to the market rate. When determining pay for our NEOs, the Compensation Committee considers the current market data in combination with other internal factors when setting annual target pay levels, such as changes to market data year-over-year, internal pay equity, individual performance, job scope and criticality to the Company. 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.

  48. 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:

  49. 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 |

  50. 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. For 2025, Dow Inc. was removed from the comparator group as it no longer participates in the Aon Benchmarking Survey. GE Aerospace was maintained in the comparator group after the completion of the GE Healthcare/Vernova spin-offs. Two new companies, Verizon and Dell Technologies, were added. Our 2025 revenues represented the 65th percentile of the comparator group.

  51. Lockheed Martin Comparator Group

    Lockheed Martin Comparator Group

  52. Lockheed Martin Comparator Group

    | 2025 Comparator Group Companies | | | | 3M Company | GE Aerospace* | Northrop Grumman Corporation* | | Caterpillar Inc. | General Dynamics Corporation* | RTX Corporation* | | Cisco Systems, Inc. | Honeywell International Inc.* | The Boeing Company* | | Deere & Company | HP Inc. | United Parcel Service, Inc. | | Dell Technologies | IBM Corporation | Verizon | | FedEx Corporation | Intel Corporation | | | * Aerospace & Defense Industry | | | | 2025 Comparator Group Revenue Percentile | | | | | | |

  53. Lockheed Martin Comparator Group

    | | 2026 Proxy Statement | 33 |

  54. Lockheed Martin Comparator Group

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  55. Leadership Transitions

    Leadership Transitions As mentioned above, there were two key senior leadership changes during 2025. Mr. Scott was appointed Chief Financial Officer effective April 17, 2025. Target compensation for Mr. Scott was set based on the market rate associated with the Chief Financial Officer role and did not include any special or one-time awards. Mr. O’Connor was appointed Senior Vice President, General Counsel and Corporate Secretary effective January 13, 2025. Upon his termination of employment with his prior employer, Mr. O’Connor forfeited annual and LTI awards. To offset the value of these awards, Mr. O’Connor received compensation as follows: a $600,000 cash sign-on bonus, primarily to offset his forfeited 2024 annual incentive payout, and an approximately $11 million LTI grant, $7M of which was to offset his forfeited LTI awards. Considering the economic value and vesting schedules of his forfeited LTI awards, the $7 million new hire grant was comprised of time-based RSUs with three-year ratable vesting with the remaining $4 million constituting his 2025 annual grant using the same mix and terms as other NEOs described below.

  56. 2025 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 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 times 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. |

  57. 2025 Annual Incentive

    2025 Annual Incentive The 2025 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 Compensation Committee did not exercise any discretion in modifying payouts for the NEOs in 2025. 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.

  58. 2025 Annual Incentive Goals and Results

    2025 Annual Incentive Goals and Results At its February 2025 meeting, the Compensation Committee approved enterprise-wide objectives for 2025 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 2025 annual incentive plan were Sales, Segment Operating Profit and Free Cash Flow. The target (100%) payout levels for each metric aligned with the annual financial outlook we disclosed publicly in January 2025. As required by a Compensation Committee resolution adopted in February 2025, the Compensation Committee makes certain adjustments 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. For 2025 and consistent with prior years, the Compensation Committee approved adjustments per its resolution, which only impacted Free Cash Flow and did not relate to our performance or program losses. See Appendix A for a description of these potential adjustments and actual adjustments for 2025. As reflected below and in alignment with our pay for performance philosophy, Segment Operating Profit was primarily impacted by program losses recognized in the second quarter, which reduced the payout for this measure from above target to 0% because the result was below the threshold performance required to generate a payout. This table sets out the 2025 annual incentive financial goals, results, weighting and payout approved by the Compensation Committee:

  59. 2025 Annual Incentive Goals and Results

    | Measure | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Calculated Payout | Weighted Payout | | Sales | 20% | | | | 112.2% | 22.4% | | Seg. Operating Profit* | 40% | | | | 0.0% | 0.0% | | Free Cash Flow* | 40% | | | | 200% | 80% | | Overall Financial Payout Factor | | | | | | 102.4% |

  60. 2025 Annual Incentive Goals and Results

    * See Appendix A for definitions of non-GAAP measures. ** For purposes of calculating 2025 performance, the Compensation Committee approved adjustments to Free Cash Flow for unplanned pension contributions (net of tax), tariffs, and the favorable tax impacts from the One Big Beautiful Bill Act (OBBB). See Appendix A for details.

  61. 2025 Annual Incentive Goals and Results

    | | 2026 Proxy Statement | 35 |

  62. 2025 Annual Incentive Goals and Results

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  63. 2025 Annual Incentive Goals and Results

    Strategic & Operational Assessment (30% Weight). At the start of 2025, the Compensation Committee established a broad set of strategic and operational goals aligned to the Company’s priorities. 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. Our overall strategic and operational performance was strong across the enterprise and exceeded our goals in multiple areas. The Compensation Committee determined a 140% payout factor to recognize the Company’s strong operational performance in a highly competitive environment while undertaking and executing major strategic initiatives. Key accomplishments are highlighted below. •Record year-end backlog of $194 billion •Exceptional performance in Mission Success, 1LMX Progress and Adoption, Model-Based Enterprise Adoption, and OneLM Culture •Exceeded internal cost-takeout goal and continued targeted investment in digital engineering, manufacturing, and infrastructure to support scalable execution •Exceptional performance in supply chain growth, including abroad •Significantly exceeded 21st Century Security Demo outcome goals and subsequent conversions to R&D •Expanded production and delivery across missile defense and precision strike programs in response to elevated global demand •Continued strong performance in safety, cyber and environmental stewardship

  64. Summary of Annual Incentive Payout Calculations

    Summary of Annual Incentive Payout Calculations The final payout factor, as determined by the Board, is shown below.

  65. Summary of Annual Incentive Payout Calculations

    | | Weight | 2025 Factors | Weighted Payout | | Financial | 70% | 102.4% | 72.0% | | Strategic & Operational | 30% | 140.0% | 42.0% | | Overall Payout Factor | | | 114.0% |

  66. Summary of Annual Incentive Payout Calculations

    As shown in the table below, each NEO’s targets are established at the beginning of the year aligned to the market rate. The payout amounts are calculated using the overall Payout Factor based on the time in role.

  67. Summary of Annual Incentive Payout Calculations

    | NEO* | Base Salary ($) | Target % of Salary (%) | Target Award ($)X | Overall Payout Factor | = | Payout ($) | | Mr. Taiclet | 1,751,000 | 200 | 3,502,000 | 114% | | 3,992,300 | | Mr. Scott** | 850,000 | 125 | 850,900 | | | 998,100 | | Mr. St. John | 1,030,000 | 150 | 1,545,000 | | | 1,761,300 | | Mr. Cahill | 995,000 | 120 | 1,194,000 | | | 1,361,200 | | Mr. O’Connor*** | 850,000 | 115 | 945,400 | | | 1,077,700 |

  68. Summary of Annual Incentive Payout Calculations

    * Mr. Malave’s employment with the Company terminated in April 2025, and he was not eligible to receive an award. ** Mr. Scott’s annual incentive award values reflect his time serving as a Vice President and as Chief Financial Officer. *** Mr. O’Connor’s annual incentive award values are prorated to reflect his start date during 2025.

  69. Summary of Annual Incentive Payout Calculations

    | 36 | 2026 Proxy Statement | |

  70. Summary of Annual Incentive Payout Calculations

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  71. 2025 Long-Term Incentive Compensation

    2025 Long-Term Incentive Compensation The following summary shows the 2025 LTI compensation mix for the NEOs and the principal terms of the awards, with the exception of Mr. Scott, who received his 2025 LTI award, comprised of 50% RSUs, 25% LTIP, and 25% PSUs, in his Vice President role. Mr. Malave forfeited all LTI awards granted in 2025 upon his termination of employment. In addition, stock Mr. Malave received upon vesting of LTI awards granted to him in 2022 was clawed back pursuant to an agreement with Mr. Malave involving a release of claims.

  72. 2025 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 | |

  73. 2025 Long-Term Incentive Compensation

    In determining the appropriate level of equity grants for 2025, 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.

  74. 2025 Long-Term Incentive Compensation

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

  75. 2025 Long-Term Incentive Compensation

    PSU awards generally are calculated by multiplying the overall target LTI award value (as shown in the table on page 34) 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% Return on Invested Capital (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 of 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. Deferred dividend equivalents are accrued during the vesting period and paid on earned shares in cash following vesting of the underlying shares.

  76. 2025 Long-Term Incentive Compensation

    | | 2026 Proxy Statement | 37 |

  77. 2025 Long-Term Incentive Compensation

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  78. 2025 Long-Term Incentive Compensation

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

  79. 2025 Long-Term Incentive Compensation

    RSU awards generally are calculated by multiplying the overall target LTI award value (as shown in the table on page 34) 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.

  80. 2025 Long-Term Incentive Compensation

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

  81. 2025 Long-Term Incentive Compensation

    LTIP awards are cash-based and generally are calculated by multiplying the overall target LTI award value (as shown in the table on page 34) 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. Any amount payable to a single participant in excess of $10 million will be forfeited.

  82. Selection of LTI Performance Measures

    Selection of LTI Performance Measures The Compensation Committee sets LTI performance metrics that it believes effectively support our long-term business and strategic goals and directly tie the long-term focus of our executive leadership team to the interests of our stockholders. For 2025, those metrics of Relative TSR (50% weight), ROIC (25% weight) and Free Cash Flow (25% weight) represented good measures of value creation for the Company at the time the metrics were selected. In 2025, the Compensation Committee approved the use of two Relative TSR peer groups weighted equally, our Aerospace and Defense peers and the S&P 500 Index. The A&D Relative TSR Comparators for the 2025-2027 performance cycle are shown below:

  83. Selection of LTI Performance Measures

    | 2025-2027 A&D Relative TSR Comparators |

  84. Selection of LTI Performance Measures

    | BAE Systems plc | L3Harris Technologies, Inc. | Textron Inc. | | GE Aerospace | Northrop Grumman Corporation | The Boeing Company | | General Dynamics Corporation | RTX Corporation | TransDigm Group Incorporated |

  85. Selection of LTI Performance Measures

    Because the Relative TSR comparator group 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 consistently apply a cash-related metric to measure investment and long-term value creation, while mitigating the risk of short-term cash strategies that do not create long-term value.

  86. Selection of LTI Performance Measures

    | 38 | 2026 Proxy Statement | |

  87. Selection of LTI Performance Measures

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  88. 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. The specific Free Cash Flow and ROIC target values for the 2025-2027 PSU and LTIP grants were 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 2025-2027 targets, which uses linear interpolation between points. The individual award agreements require certain 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 2023-2025 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.

  89. 2025-2027 Performance Goals

    2025-2027 Performance Goals

  90. 2025-2027 Performance Goals

    | Relative TSR (50%)* | | Free Cash Flow (25%) | | ROIC (25%) | | | Percentile Rank | Payout Factor | Goals | Payout Factor | Goals | Payout Factor | | ≥ 75th | 200% | Plan +15% | 200% | Plan +12% | 200% | | 50th (Target) | 100% | Plan (Target) | 100% | Plan (Target) | 100% | | 25th | 25% | Plan -10% | 25% | Plan -10% | 25% | | < 25th | 0% | Plan < -10% | 0% | Plan < -10% | 0% |

  91. 2025-2027 Performance Goals

    * 2025-2027 Relative TSR performance is measured against our Aerospace & Defense peers (50%) and the S&P 500 Index (50%) (See “Selection of LTI Performance Measures” above for Relative TSR Comparators).

  92. 2023-2025 LTIP and PSU Awards

    2023-2025 LTIP and PSU Awards The cash-based LTIP and share-based PSU payouts for the three-year performance period ended December 31, 2025 shown below were calculated by comparing actual corporate performance for each metric for the period January 1, 2023 through December 31, 2025, 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 2023. The Compensation Committee, per the LTIP and PSU award agreements, considered adjustments to the calculated results to neutralize the impact of certain items to ensure they do not affect payouts to a participant’s benefit or detriment. The Compensation Committee approved adjustments to Free Cash Flow and ROIC for the favorable tax impacts from the OBBB, to Free Cash Flow for unplanned pension contributions (net of tax) and tariffs and to ROIC for unplanned debt issuances, a non-operating pension settlement charge, a prior year change in interpretation of the law related to an uncertain tax position and a prior year loss on a specific strategic program. For the 2023-2025 cycle, our Relative TSR performance, compared against the peer group disclosed in our 2024 Proxy Statement, was below threshold and did not generate a payout. Free Cash Flow result was above-target and ROIC result was below target. After applying the approved adjustments, these performance outcomes yielded a 47% of target overall payout.

  93. 2023-2025 LTIP and PSU Awards

    | | 2026 Proxy Statement | 39 |

  94. 2023-2025 LTIP and PSU Awards

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  95. 2023-2025 LTIP and PSU Awards

    | Measure | Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Calculated Payout | Weighted Payout | | Relative TSR | 50% | | | | 0.0% | 0.0% | | Free Cash Flow* | 25% | | | | 120.0% | 30.0% | | ROIC* | 25% | | | | 66.0% | 17.0% | | Overall Payout Factor | | | | | | 47.0% |

  96. 2023-2025 LTIP and PSU Awards

    * See Appendix A for definitions of non-GAAP measures. For purposes of calculating 2023-2025 performance, Free Cash Flow and ROIC were adjusted for the favorable tax impacts from the OBBB, Free Cash Flow was adjusted for unplanned pension contributions (net of tax) and tariffs and ROIC was adjusted for unplanned debt issuances, a non-operating pension settlement charge, a prior year change in interpretation of the law related to an uncertain tax position and a prior year loss on a specific strategic program. Based on a weighted payout factor of 47.0%, the following table shows the payouts for 2023-2025 LTIP and PSU awards paid in 2026.

  97. 2023-2025 LTIP and PSU Awards

    | NEO* | LTIP Target ($) | LTIP Payout ($) | PSUs Target (#) | Total Shares Distributed / Earned | | Mr. Taiclet | 3,200,000 | 1,504,000 | 16,684 | 7,842 | | Mr. Scott** | 212,500 | 99,875 | 444 | 209 | | Mr. St. John | 1,250,000 | 587,500 | 6,517 | 3,063 | | Mr. Cahill | 840,000 | 394,800 | 4,380 | 2,059 | | Mr. O’Connor*** | — | — | — | — |

  98. 2023-2025 LTIP and PSU Awards

    * Mr. Malave forfeited his unvested 2023 - 2025 LTIP and PSU awards upon his termination of employment in April 2025. ** Mr. Scott’s targets and payouts reflect the 2023 - 2025 LTI awards he received as a Vice President. *** Mr. O’Connor did not receive 2023 - 2025 LTI awards because he was not employed on the grant date of those awards.

  99. 2026 Compensation Design Changes

    2026 Compensation Design Changes In February 2026, the Compensation Committee approved the target compensation opportunities for the Company’s executive officers for the 2026 performance year. In connection with this review, the Committee approved several updates to the design of the Company’s annual and long-term incentive programs to ensure the continued alignment of executive compensation with the Company’s strategic priorities, including operational excellence, customer expectations including as set forth in the January 7, 2026 Executive Order (Prioritizing the Warfighter in Defense Contracting), and sustainable long-term value creation. For 2026, the Committee approved changes to the weighting and composition of performance measures under the annual incentive program. Financial goals will represent 50% and the Strategic and Operational goals will represent 50% of the annual incentive, compared to 70% and 30%, respectively. These changes are intended to better balance financial outcomes with customer-focused performance outcomes, including on-time delivery, production speed and quality, and overall operational excellence. The Committee also approved replacing Free Cash Flow with Cash from Operations, reflecting a continued emphasis on operational performance and cash generation aligned with day-to-day performance of the company. In addition, the Committee approved changes to LTI awards for 2026, while maintaining the performance-based orientation of the program. Capital deployment will continue to be imperative for the Company and management will remain focused on investment decisions that create long-term stockholder value, which are sometimes not anticipated in our 3-year long range plan tied to our long-term incentives. The proposed measures better correspond to priorities around backlog conversion, enhance line of sight for all executives and align to stockholder interests. For the Company’s named executive officers, 70% of LTI compensation will continue to be performance-based and encompass the following changes: •Replace the cash-based LTIP award with PSUs, resulting in an LTI mix of 70% PSUs and 30% RSUs which will still cliff-vest after 3 years. •The performance measures and weightings will be Relative TSR (30%), Sales (30%), and Cash from Operations (40%), replacing the prior metrics. •In addition, there will be a +/- 25% award modifier applicable to PSU awards, based on the Committee’s assessment of Company performance against customer-focused strategic and operational objectives measured over the three-year performance cycle.

  100. 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 2025, the Compensation Committee continued to retain Meridian as an independent compensation consultant. When retaining 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 2026 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.

  101. Policy Regarding Timing of Equity Grants

    Policy Regarding Timing of Equity Grants We have a corporate policy 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 for executive officers are generally presented to the Compensation Committee and granted in February of each year. •Neither the timing of equity awards nor the timing of release of material nonpublic information about the Company may be influenced with the intent of improperly benefiting any awardee. •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 to allow at least one business day to elapse after the date of the release of earnings or other material information. •Equity plans explicitly prohibit repricing of stock options or paying cash for underwater stock options. The Company has not granted employee stock options since 2012. •Off-cycle awards may be considered in special circumstances, which may include hiring, retention or acquisition transactions.

  102. Clawback and Other Protective Provisions

    Notably, our pre-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 2025 under either clawback policy.3 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.

  103. Benefit, Retirement and Perquisite Programs

    Based on these reviews and recommendations, our Board has taken reasonable and appropriate measures necessary to protect against these threats and mitigate the personal safety risks borne by our CEO and others. Among other precautions, our Board has required our CEO to use corporate aircraft while on business and personal travel and has authorized other NEOs to use corporate aircraft for personal travel depending on circumstances and availability. Furthermore, in 2025, in response to elevated risks and certain incidents, enhanced security measures were implemented to ensure the safety of our CEO and other NEOs. As a result, Mr. Taiclet’s compensation for 2025 as reported in the Summary Compensation Table below includes (i) $1,399,731 for security and (ii) $866,601 for personal use of corporate aircraft. Our Board, informed by the recommendations of our Chief Security Officer, will continue to evaluate the security protocols for our CEO and other executives based on the evolving risk environment to determine whether any adjustments to security measures are appropriate. 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 2025, we provided tax assistance on taxable security expenses and travel expenses when a family member accompanies a NEO on business travel. 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.

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

    Post-Employment, Change in Control, Divestiture and Severance Benefits Our NEOs do not have individual employment or severance 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 currently-employed NEOs are covered under the plan. The benefit payable in a lump sum under the plan is a 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 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.

  105. 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 |

  106. 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, 2025 and, where applicable, the prior fiscal years. Numbers are rounded to the nearest dollar.

  107. 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 | 2025 | 1,751,000 | — | 13,667,645 | 5,496,300 | — | 2,538,363 | 23,453,308 | | | 2024 | 1,751,000 | — | 13,046,594 | 6,566,900 | — | 2,389,420 | 23,753,914 | | | 2023 | 1,751,000 | — | 13,008,681 | 6,655,900 | — | 1,398,194 | 22,813,775 | | Evan T. Scott Chief Financial Officer | 2025 | 783,144 | — | 637,810 | 1,097,975 | 75,478 | 174,877 | 2,769,284 | | Frank A. St. John Chief Operating Officer | 2025 | 1,089,423 | — | 5,386,762 | 2,348,800 | 418,238 | 617,938 | 9,861,161 | | | 2024 | 1,069,615 | — | 5,139,703 | 2,817,500 | — | 616,995 | 9,643,813 | | | 2023 | 1,064,039 | — | 5,081,551 | 2,914,700 | 395,731 | 495,840 | 9,951,861 | | Timothy S. Cahill President, Missiles and Fire Control | 2025 | 995,000 | — | 3,618,238 | 1,756,000 | 267,432 | 202,419 | 6,839,089 | | | 2024 | 1,015,570 | — | 3,400,048 | 1,543,500 | — | 169,582 | 6,128,700 | | | 2023 | 1,008,905 | — | 3,414,828 | 1,758,600 | 252,214 | 734,879 | 7,169,426 | | Kevin J. O’Connor Senior Vice President, General Counsel and Corporate Secretary | 2025 | 800,961 | 300,000 | 10,199,879 | 1,077,700 | — | 318,180 | 12,696,720 | | Jesus Malave* Former Chief Financial Officer | 2025 | 343,269 | — | 4,422,188 | — | — | 73,408 | 4,838,865 | | | 2024 | 1,014,808 | — | 4,269,880 | 3,012,600 | — | 235,326 | 8,532,614 | | | 2023 | 984,808 | — | 4,065,426 | 1,434,500 | — | 174,522 | 6,659,256 |

  108. Summary Compensation Table

    * Mr. Malave served as Chief Financial Officer from January 2022 to April 2025. In connection with his departure, Mr. Malave forfeited his right to annual incentive compensation for 2025 and all unvested long-term incentive (LTI) awards granted in 2023, 2024 and 2025. (1)Information for Mr. Scott and Mr. O’Connor is provided only for 2025 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. Amounts for 2025 include payments of cash in lieu of vacation for Mr. St. John: $39,615 and Mr. Scott: $24,639.42; and a $18,025 payment for Mr. Scott in lieu of a merit increase due to Mr. Scott’s base salary being at the maximum for his then-Vice President role. (3)Reflects the first installment of Mr. O’Connor’s cash sign-on bonus paid in 2025, which offset his forfeited 2024 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 2025, 2024 and 2023, disregarding potential forfeitures based on service requirements. Mr. Malave forfeited all unvested LTI awards granted in 2023, 2024, and 2025 upon his termination of employment.

  109. Summary Compensation Table

    | | 2025 Aggregate Grant Date Fair Value RSUs | 2025 Aggregate Grant Date Fair Value PSUs | | | ($) | ($) | | Mr. Taiclet | 5,075,740 | 8,591,905 | | Mr. Scott | 422,722 | 215,088 | | Mr. St. John | 2,000,240 | 3,386,522 | | Mr. Cahill | 1,343,307 | 2,274,932 | | Mr. O’Connor | 8,177,959 | 2,021,920 | | Mr. Malave | 1,642,113 | 2,780,075 |

  110. Summary Compensation Table

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  111. Summary Compensation Table

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  112. Summary Compensation Table

    The ASC 718 grant date fair value of one 2025 RSU of $439.42 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 $453.06 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 2.84-year period assuming dividends for each company are reinvested on a continuous basis and a risk-free rate of interest of 4.00% and that deferred dividend equivalents accrued on shares earned will be paid in cash upon vesting. The grant date fair value of $439.42 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 and vesting periods, which may be more or less than the grant date fair value. The maximum grant date fair values of the 2025 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: $12,822,201; Mr. Scott: $320,988; Mr. St. John: $5,053,682; Mr. Cahill: $3,395,013 and Mr. O’Connor: $3,017,207. (5)Amounts reported in the Non-Equity Incentive Plan Compensation column represent (i) the annual incentive amounts paid under the amended and restated Lockheed Martin Corporation 2021 Management Incentive Compensation Plan (MICP), and (ii) the amounts earned under cashLTIP awards in the three-year period ending on December 31 of the year reported. The table below shows the respective 2025 annual incentive payouts and the amount earned under the 2023-2025 cash LTIP and reported for each NEO:

  113. Summary Compensation Table

    | | 2025 Annual Incentive Payout | 2023-2025 LTIP Payout | | | ($) | ($) | | Mr. Taiclet | 3,992,300 | 1,504,000 | | Mr. Scott | 998,100 | 99,875 | | Mr. St. John | 1,761,300 | 587,500 | | Mr. Cahill | 1,361,200 | 394,800 | | Mr. O’Connor | 1,077,700 | — | | Mr. Malave | — | — |

  114. Summary Compensation Table

    (6)Amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column 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 2025 was primarily driven by the decrease in the discount rate used in the present value calculation. There were no earnings on nonqualified deferred compensation to report for any NEOs for 2025, 2024 or 2023. (7)The amounts reported in the All Other Compensation column include perquisites and other personal benefits provided to the NEOs in 2025 including: security; relocation benefits; 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 2025 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 2025 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 $1,399,731; Mr. Scott $39,105; Mr. St. John $70,480; Mr. Cahill $9,600 and Mr. O’Connor $14,038; (ii) personal use of the corporate aircraft for Mr. Taiclet $866,601; Mr. Scott $10,932; Mr. St. John $407,664; Mr. Cahill $13,327 and Mr. O’Connor $5,410; and (iii) relocation expenses for Mr. Cahill $26,186 and Mr. O’Connor $115,353. 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. 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 non-profit organizations under the Lockheed Martin Political Action Committee (LMEPAC)’s charity match program in accordance with the LMEPAC’s guidelines applicable to all contributors. 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 SEC rules, the premium cost for the NEOs’ participation in the Company’s broad-based employee term life insurance has not been included.

  115. Summary Compensation Table

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  116. Summary Compensation Table

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  117. Summary Compensation Table

    In 2025, the Company provided tax assistance on taxable security 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. 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 2025 includes (i) a payment of $66,464.82 attributable to non-resident income taxes, which was incurred as a result of business travel to a state other than his state of residence, and (ii) $27,021.10 associated with security expenses. For Mr. St. John, the total tax assistance amount reported for 2025 includes (i) $15,507.74 associated with security expenses and (ii) $6,043.75 associated with travel expenses for a family member accompanying Mr. St. John on travel determined to be business travel.

  118. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  119. 2025 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 | 245,140 | 3,502,000 | 7,004,000 | — | — | — | — | — | | | 2/26/2025 | RSU | — | — | — | — | — | — | 11,551 | 5,075,740 | | | — | LTIP | 212,500 | 3,400,000 | 6,800,000 | — | — | — | — | — | | | 2/26/2025 | PSU | — | — | — | 1,204 | 19,254 | 38,508 | — | 8,591,905 | | Evan T. Scott | — | MICP | 59,563 | 850,900 | 1,701,800 | — | — | — | — | — | | | 2/26/2025 | RSU | — | — | — | — | — | — | 962 | 422,722 | | | — | LTIP | 13,281 | 212,500 | 425,000 | — | — | — | — | — | | | 2/26/2025 | PSU | — | — | — | 31 | 482 | 964 | — | 215,088 | | Frank A. St. John | — | MICP | 108,150 | 1,545,000 | 3,090,000 | — | — | — | — | — | | | 2/26/2025 | RSU | — | — | — | — | — | — | 4,552 | 2,000,240 | | | — | LTIP | 83,750 | 1,340,000 | 2,680,000 | — | — | — | — | — | | | 2/26/2025 | PSU | — | — | — | 475 | 7,589 | 15,178 | — | 3,386,522 | | Timothy S. Cahill | — | MICP | 83,580 | 1,194,000 | 2,388,000 | — | — | — | — | — | | | 2/26/2025 | RSU | — | — | — | — | — | — | 3,057 | 1,343,307 | | | — | LTIP | 56,250 | 900,000 | 1,800,000 | — | — | — | — | — | | | 2/26/2025 | PSU | — | — | — | 319 | 5,098 | 10,196 | — | 2,274,932 | | Kevin J. O’Connor | — | MICP | 66,178 | 945,400 | 1,890,800 | — | — | — | — | — | | | 2/26/2025 | RSU | — | — | — | — | — | — | 18,574 | 8,177,959 | | | — | LTIP | 50,000 | 800,000 | 1,600,000 | — | — | — | — | — | | | 2/26/2025 | PSU | — | — | — | 284 | 4,531 | 9,062 | — | 2,021,920 | | Jesus Malave | — | MICP | — | — | — | — | — | — | — | — | | | 2/26/2025 | RSU | — | — | — | — | — | — | — | 1,642,113 | | | — | LTIP | — | — | — | — | — | — | — | — | | | 2/26/2025 | PSU | — | — | — | — | — | — | — | 2,780,075 |

  120. 2025 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 2025 and LTIP grants for the 2025-2027 performance period ending December 31, 2027. The MICP measures performance over a one-year period and is described under “2025 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 “2025 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 2025-2027 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 prorated basis. Following a change in control, the 2025-2027 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 2025-2027 performance period ending December 31, 2027. PSU awards typically have a three-year vesting period ending on the third anniversary of the date of grant (i.e., February 28, 2028 for the February 26, 2025 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. 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.

  121. 2025 Grants of Plan-Based Awards

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  122. 2025 Grants of Plan-Based Awards

    | ABOUT LOCKHEED MARTIN | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSAL | OTHER INFORMATION |

  123. 2025 Grants of Plan-Based Awards

    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 26, 2025. 2025 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 2025, disregarding potential forfeitures based on service requirements. The grant date fair value of the 2025 RSU grant is $439.42 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 2025 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 $453.06 for the Relative TSR portion of the award is determined using a Monte Carlo simulation model. The grant date fair value of $439.42 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 2025 awards of RSUs and PSUs, the closing price of Lockheed Martin common stock on the date of grant ($441.50 on February 26, 2025) 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. Mr. Malave forfeited the unvested LTI awards granted in 2025 upon his termination of employment.

  124. 2025 Grants of Plan-Based Awards

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  125. 2025 Grants of Plan-Based Awards

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  126. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  127. Outstanding Equity Awards at 2025 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 | 2/22/2023 | RSU | 9,618 | 4,651,938 | — | — | | | 2/22/2023 | PSU | 7,838 | 3,791,005 | — | — | | | 2/22/2024 | RSU | 11,247 | 5,439,836 | — | — | | | 2/22/2024 | PSU | — | — | 10,364 | 5,012,756 | | | 2/26/2025 | RSU | 11,417 | 5,522,060 | — | | | | 2/26/2025 | PSU | — | — | 10,879 | 5,261,846 | | Evan T. Scott | 2/22/2023 | RSU | 886 | 428,532 | — | — | | | 2/22/2023 | PSU | 209 | 101,087 | — | — | | | 2/22/2024 | RSU | 990 | 478,833 | — | — | | | 2/22/2024 | PSU | — | — | 268 | 129,624 | | | 2/26/2025 | RSU | 962 | 465,291 | — | — | | | 2/26/2025 | PSU | — | — | 273 | 132,042 | | Frank A. St. John | 2/22/2023 | RSU | 3,756 | 1,816,665 | — | — | | | 2/22/2023 | PSU | 3,062 | 1,480,998 | — | — | | | 2/22/2024 | RSU | 4,429 | 2,142,174 | — | — | | | 2/22/2024 | PSU | — | — | 4,084 | 1,975,308 | | | 2/26/2025 | RSU | 4,499 | 2,176,031 | — | — | | | 2/26/2025 | PSU | — | — | 4,288 | 2,073,977 | | Timothy S. Cahill | 2/22/2023 | RSU | 2,533 | 1,225,136 | — | — | | | 2/22/2023 | PSU | 2,058 | 995,393 | — | — | | | 2/22/2024 | RSU | 2,936 | 1,420,055 | — | — | | | 2/22/2024 | PSU | — | — | 2,702 | 1,306,876 | | | 2/26/2025 | RSU | 3,024 | 1,462,618 | — | — | | | 2/26/2025 | PSU | — | — | 2,881 | 1,393,453 | | Kevin J. O’Connor | 2/26/2025 | RSU | 18,574 | 8,983,687 | — | — | | | 2/26/2025 | PSU | — | — | 2,561 | 1,238,679 |

  128. Outstanding Equity Awards at 2025 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 22, 2023, which had a performance period ending December 31, 2025 and a vest date of February 22, 2026. The number of shares shown in this column for the 2023-2025 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 31, 2025 per share closing price of our stock ($483.67). At the end of the vesting period, NEOs also receive a cash payment representing deferred dividend equivalents accrued on earned shares for PSUs and vested shares for RSUs. (3)Represents PSUs granted on February 22, 2024 for the 2024-2026 performance period and on February 26, 2025 for the 2025-2027 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, 2025, the estimated level of performance as of December 31, 2025. 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 31, 2025 per share closing price of our stock ($483.67). At the end of the vesting period, NEOs also receive a cash payment representing deferred dividend equivalents accrued on earned shares for PSUs and vested shares for RSUs. Mr. Malave is not included in this table because he forfeited all unvested RSU and PSU awards granted in 2023, 2024, and 2025 upon his termination of employment.

  129. Outstanding Equity Awards at 2025 Fiscal Year-End

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  130. Outstanding Equity Awards at 2025 Fiscal Year-End

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  131. Stock Vested During 2025

    Stock Vested During 2025

  132. Stock Vested During 2025

    | | Stock Awards | | | | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting (2) | | Name | (#) | ($) | | (a) | (d) | (e) | | James D. Taiclet | 35,572 | 15,711,113 | | Evan T. Scott | 958 | 422,210 | | Frank A. St. John | 13,889 | 6,127,535 | | Timothy S. Cahill | 4,684 | 2,068,225 | | Kevin J. O’Connor | — | — | | Jesus Malave | — | — |

  133. Stock Vested During 2025

    (1)Represents (i) vesting on February 23, 2025 of RSUs and PSUs granted on February 23, 2022 following the three-year vesting period; and (ii) accelerated vesting on December 5, 2025 of a portion of RSUs granted on February 22, 2023, February 22, 2024, and February 26, 2025 equal to the value of the tax withholding obligation due because the NEO is retirement-eligible (for Mr. Taiclet, Mr. St. John, and Mr. Cahill). 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. Mr. O’Connor did not vest in LTI awards during 2025. The Company clawed back the shares Mr. Malave received in 2025 upon vesting of the RSUs and PSUs granted on February 23, 2022 (18,535 gross shares; 9,582 net shares; $8,168,745 gross value realized upon vesting). (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, 2025: $440.72 and December 5, 2025: $452.20).

  134. Pension Benefits

    Pension Benefits Certain NEOs (i.e., Mr. Scott, Mr. St. John and Mr. Cahill) 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 participating 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 the participating NEOs may be calculated based on the formulas specified by the Prior Plans. The Prior Plans have a number of formulas and are based on the final average compensation and credited service of the employee as of a specified date. Pay under certain Prior Plans’ formulas included salary, commissions, lump sum pay in lieu of a salary increase and annual incentive payouts awarded that year. 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. The NEOs who participate in the LMRP (with the exception of Mr. Scott), including any portion with respect to Prior Plans, and the Supplemental Pension were vested and are eligible for early retirement as of December 31, 2025.

  135. Pension Benefits

    | | 2026 Proxy Statement | 51 |

  136. Pension Benefits

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  137. Pension Benefits Table

    Pension Benefits Table

  138. 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 | — | — | — | | Evan T. Scott | Lockheed Martin Corporation Salaried Employee Retirement Program | 20.6 | 592,284 | — | | | Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan | — | 153,224 | — | | Frank A. St. John | Lockheed Martin Corporation Salaried Employee Retirement Program | 32.6 | 1,565,033 | — | | | Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan | — | 3,706,542 | — | | Timothy S. Cahill | Lockheed Martin Corporation Salaried Employee Retirement Program | 25.1 | 1,287,050 | — | | | Lockheed Martin Corporation Consolidated Supplemental Retirement Benefit Plan | | 2,180,921 | — | | Kevin J. O’Connor | 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 | — | — | — |

  139. Pension Benefits Table

    (1)The Number of Years of Credited Service is six 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 2025 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.

  140. 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 NQSSP and NCAP are nonforfeitable. NQSSP and NCAP contributions are credited with earnings or losses based on the investment options elected by the participant. Each of the NQSSP and NCAP investment options is available under our tax-qualified defined contribution plan for salaried employees, although the NQSSP and NCAP contributions are notionally invested in those options. 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).

  141. Nonqualified Deferred Compensation

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  142. Nonqualified Deferred Compensation

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  143. Nonqualified Deferred Compensation

    The Interest Investment Option was closed to new deferrals and transfers from other investment options effective July 1, 2009. Amounts credited to the Company Stock Investment Option may not be reallocated to other options and will be paid in shares of our common 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.

  144. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  145. 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 | 396,740 | 66,123 | 236,928 | — | 2,773,685 | | | NCAP | — | 84,060 | 53,339 | — | 561,939 | | | DMICP | — | — | — | — | — | | | TOTAL | 396,740 | 150,183 | 290,267 | — | 3,335,623 | | Evan T. Scott | NQSSP | 52,351 | 20,940 | 37,981 | — | 400,186 | | | NCAP | — | 24,510 | 10,020 | — | 91,995 | | | DMICP | — | — | 21,107 | — | 139,406 | | | TOTAL | 52,351 | 45,451 | 69,108 | — | 631,587 | | Frank A. St. John | NQSSP | 234,000 | 37,440 | 483,554 | — | 3,589,683 | | | NCAP | — | 40,800 | 51,686 | — | 394,928 | | | DMICP | — | — | 1,185,370 | — | 8,480,517 | | | TOTAL | 234,000 | 78,240 | 1,720,609 | — | 12,465,127 | | Timothy S. Cahill | NQSSP | 76,000 | 30,400 | 694,839 | — | 5,462,797 | | | NCAP | — | 38,700 | 29,331 | — | 255,982 | | | DMICP | — | — | 2,145,579 | — | 16,995,012 | | | TOTAL | 76,000 | 69,100 | 2,869,749 | — | 22,713,790 | | Kevin J. O’Connor | NQSSP | — | — | — | — | — | | | NCAP | — | 27,058 | 747 | — | 27,805 | | | DMICP | — | — | — | — | — | | | TOTAL | — | 27,058 | 747 | — | 27,805 | | Jesus Malave | NQSP | 4,746 | 2,373 | 23,011 | (23,890) | 215,634 | | | NCAP | — | 185 | 17,566 | (146,048) | — | | | DMICP | — | — | 251,778 | (169,097) | 1,526,981 | | | TOTAL | 4,746 | 2,558 | 292,354 | (339,035) | 1,742,615 |

  146. Nonqualified Deferred Compensation Table

    (1)The amounts reported in the Executive Contributions in Last Fiscal Year column include salary deferrals to the NQSSP in 2025 and any deferrals to the DMICP of annual incentive and LTIP payouts that were payable in 2025 for performance periods ending in 2024. Any deferrals to the DMICP of annual incentive and LTIP payouts for performance periods ending in 2025 are not credited until 2026, 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 2025 and Company nonelective contributions made to the NCAP in 2025. 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 2025 contributions and earnings reported in this table that is also reported as compensation in our Summary Compensation Table for 2025 is for Mr. Taiclet: $546,923; Mr. Scott: $97,802; Mr. St. John: $312,240; Mr. Cahill: $145,100; Mr. O’Connor: $27,058 and Mr. Malave: $7,304. The amount in “Aggregate Balance at Last Fiscal Year End” column reported as compensation in our Summary Compensation Tables for years prior to 2025 is for Mr. Taiclet: $2,240,231; Mr. Scott: $0; Mr. St. John: $2,955,808; Mr. Cahill: $785,717 and Mr. O’Connor: $0; and Mr. Malave $1,561,828.

  147. Nonqualified Deferred Compensation Table

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  148. Nonqualified Deferred Compensation Table

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  149. 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.

  150. 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 | 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, 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 and annual bonus equivalent, health care continuation costs and outplacement services for one year, 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. |

  151. Potential Payments Upon Termination or Change in Control

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  152. Potential Payments Upon Termination or Change in Control

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  153. 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 for layoff prior to age 55 or disability. 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. |

  154. 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 the Nonqualified Deferred Compensation Table for amounts payable.

  155. Potential Payments Upon Termination or Change in Control

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  156. Potential Payments Upon Termination or Change in Control

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  157. 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, 2025. 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, 2025 on account of the trigger event. Amounts that are contingent upon future performance, continued vesting or already earned as of December 31, 2025 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.

  158. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  159. Potential Payments Upon Termination or Change in Control Table

    | | | Retirement | Change In Control | Death/ Disability | Layoff | Divestiture | Termination/ Resignation(1) | | Name | | ($) | ($) | ($) | ($) | ($) | ($) | | James D. Taiclet | Supplemental Pension | — | — | — | — | — | — | | | LTIP(2) | — | 6,700,000 | — | — | — | — | | | RSUs(3) | — | 16,427,686 | 16,427,686 | — | — | — | | | PSUs(4) | — | 28,083,782 | — | — | — | — | | | Executive Severance(5) | — | — | — | 15,728,710 | — | — | | | TOTAL | — | 51,211,468 | 16,427,686 | 15,728,710 | — | — | | Evan T. Scott | Supplemental Pension | — | 299,328 | — | — | — | — | | | LTIP(2) | — | 425,000 | — | — | — | — | | | RSUs(3) | — | 1,445,227 | 1,445,227 | — | 886,650 | — | | | PSUs(4) | — | 724,652 | — | — | — | — | | | Executive Severance(5) | — | — | — | 1,945,618 | — | — | | | TOTAL | — | 2,894,207 | 1,445,227 | 1,945,618 | 886,650 | — | | Frank A. St. John | Supplemental Pension | 4,248,312 | 4,248,312 | 4,248,312 | 4,248,312 | 4,248,312 | 4,248,312 | | | LTIP(2) | — | 2,640,000 | — | — | — | — | | | RSUs(3) | — | 6,454,180 | 6,454,180 | — | — | — | | | PSUs(4) | — | 11,036,784 | — | — | — | — | | | Executive Severance(5) | — | — | — | 2,607,152 | — | — | | | TOTAL | 4,248,312 | 24,379,276 | 10,702,492 | 6,855,464 | 4,248,312 | 4,248,312 | | Timothy S. Cahill | Supplemental Pension | 2,421,433 | 2,421,433 | 2,421,433 | 2,421,433 | 2,421,433 | 2,421,433 | | | LTIP(2) | — | 1,760,000 | — | — | — | — | | | RSUs(3) | — | 4,321,688 | 4,321,688 | — | — | — | | | PSUs(4) | — | 7,375,804 | — | — | — | — | | | Executive Severance(5) | — | — | — | 2,206,906 | — | — | | | TOTAL | 2,421,433 | 15,878,925 | 6,743,121 | 4,628,339 | 2,421,433 | 2,421,433 | | Kevin J. O’Connor | Supplemental Pension | — | — | — | — | — | — | | | LTIP(2) | — | 800,000 | — | — | — | — | | | RSUs(3) | — | 9,231,649 | 9,231,649 | — | 4,435,904 | — | | | PSUs(4) | — | 2,251,998 | — | — | — | — | | | Executive Severance(5) | — | — | — | 1,858,613 | — | — | | | TOTAL | — | 12,283,647 | 9,231,649 | 1,858,613 | 4,435,904 | — |

  160. 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 NEO who participate in the pension plans except Mr. Scott were eligible for retirement as of December 31, 2025.

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  162. Potential Payments Upon Termination or Change in Control Table

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  163. Potential Payments Upon Termination or Change in Control Table

    (2)Long-Term Incentive Performance Awards: The table shows an amount payable in the event of a change in control trigger event for the 2024-2026 and 2025-2027 LTIP performance periods. The amount shown for the LTIP upon a change in control is the target level. 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, 2025, amounts (if any) for the 2024-2026 and 2025-2027 LTIP performance periods would be paid on a prorated basis after the end of the performance period. The estimated prorated amounts payable for the 2024-2026 performance cycle based on performance through December 31, 2025 are: Mr. Taiclet $1,156,300; Mr. Scott $74,458; Mr. St. John $455,512 and Mr. Cahill $301,339. The estimated prorated amounts payable for the 2025-2027 performance cycle based on performance through December 31, 2025 are: Mr. Taiclet $571,308; Mr. Scott $35,707; Mr. St. John $225,163; Mr. Cahill $151,228 and Mr. O’Connor $134,425. The table does not include amounts for the 2023-2025 performance cycle as these amounts are reported in the Summary Compensation Table (see footnote to the “Non-Equity Incentive Plan Compensation” column). (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 31, 2025 ($483.67) plus deferred dividend equivalents that accrued. RSUs would continue to vest for retirement or vest pro-rata for layoff, in each case occurring on December 31, 2025 and would not become payable until their normal 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, 2025, the RSUs will continue to vest and are treated as a retirement. For retirement under the 2023, 2024 and 2025 RSUs, the RSUs to be received upon vesting would have the same value on December 31, 2025 as the amounts shown for immediate payment on account of death or disability. For 2023, 2024 and 2025 RSUs that pay out a prorated amount upon vesting in the event of a layoff, the value as of December 31, 2025 was (i) for the 2023 RSUs: Mr. Taiclet $4,967,113; Mr. Scott $439,979; Mr. St. John $1,940,499 and Mr. Cahill $1,303,756; and (ii) for the 2024 RSUs: Mr. Taiclet $3,636,189; Mr. Scott $311,979; Mr. St. John $1,432,454 and Mr. Cahill $947,662; and (iii) for the 2025 RSUs: Mr. Taiclet $1,613,824; Mr. Scott $134,692; Mr. St. John $636,186; Mr. Cahill $427,437 and Mr. O’Connor $4,435,904. (4)Performance Stock Units: The table shows an amount payable in the event of a change in control trigger event for the 2023-2025, 2024-2026, and 2025-2027 performance periods. The amount shown for the PSUs upon a change in control is the target level of the shares valued using the closing price of our stock on December 31, 2025 ($483.67) 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, 2025, amounts (if any) for the 2023-2025, 2024-2026, and 2025-2027 PSU performance periods would be paid on a prorated basis following the end of the applicable performance period. The payments estimated to be paid on a non-prorated basis following the end of the performance cycle using the December 31, 2025 stock price are reported for the 2023-2025 PSU performance cycle in the “Market Value of Shares or Units of Stock That Have Not Vested” column of the Outstanding Equity Awards at 2025 Fiscal Year-End table and for 2024-2026 and 2025-2027 in the “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, 2025 plus deferred dividend equivalents that accrued are for each cycle: (i) 2023-2025 cycle: Mr. Taiclet $3,895,089; Mr. Scott $103,862; Mr. St. John $1,521,919 and Mr. Cahill $1,022,963; and (ii) 2024-2026 cycle: Mr. Taiclet $3,270,175; Mr. Scott $84,622; Mr. St. John $1,288,699 and Mr. Cahill $852,845; and (iii) 2025-2027 cycle: Mr. Taiclet $1,524,858; Mr. Scott $38,271; Mr. St. John $601,395; Mr. Cahill $404,078 and Mr. O’Connor $359,345. The prorated amounts are based on the stock price and estimated performance as of December 31, 2025. (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). Mr. Malave is not included in the preceding table because his employment with the Company terminated in April 2025. In connection with his termination of employment, Mr. Malave forfeited all unvested LTI awards granted in 2023, 2024 and 2025. Mr. Malave is receiving payments under the nonqualified savings and deferred compensation plans according to elections he made under each plan, with no acceleration or enhanced benefits. The Company did not provide any severance or other special benefits to Mr. Malave in connection with his termination of employment.

  164. 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 2025 is 180 to one. Lockheed Martin employs approximately 123,000 employees that are, in large part, highly skilled professionals located primarily in the United States, but also in numerous other countries. As required by SEC rules, we conducted an analysis to determine our median employee in 2025, three years after our prior determination. A new median employee was determined for 2025 by calculating the total annual cash compensation (base salary plus annual incentive) of all employees except the CEO as of December 31, 2025, sorting those employees from highest to lowest compensation; and determining the median employee from that list. The same approach was utilized in identifying the median employee three years ago. The total annual compensation for our CEO for fiscal year 2025 was $23,453,308 as set forth in the Total column in the Summary Compensation Table. The total annual compensation for the median employee for fiscal year 2025 was $130,614 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.

  165. CEO Pay Ratio

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  166. CEO Pay Ratio

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  167. 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” beginning on page 29. The use of the term “compensation actually paid” (CAP) is required by SEC 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.

  168. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (Taiclet)(1) | Compensation Actually Paid to PEO (Taiclet)(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) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 23,453,308 | 19,116,609 | 7,401,024 | 3,365,209 | 156.36 | 230.49 | 5,017 | 6,908 | | 2024 | 23,753,914 | 25,604,840 | 7,845,742 | 8,624,778 | 142.73 | 136.24 | 5,336 | 5,287 | | 2023 | 22,813,775 | 14,124,440 | 7,683,912 | 5,424,588 | 129.72 | 119.09 | 6,920 | 6,229 | | 2022 | 24,810,545 | 45,201,355 | 7,892,151 | 12,280,313 | 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 |

  169. Pay Versus Performance

    (1)The individuals comprising the Non-PEO NEOs are for 2025: Mr. Scott, Mr. St. John, Mr. Cahill, Mr. O’Connor, and Mr. Malave; for 2024: Mr. Malave, Mr. St. John, Ms. Hill and Mr. Lightfoot; 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; and for 2021: Mr. Mollard, Mr. Kenneth P. Possenriede, Mr. St. John, Mr. Richard F. Ambrose, Ms. Hill and Ms. Marillyn A. Hewson. (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.

  170. 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 | | | | | | | | 2025 | 23,453,308 | — | (13,667,645) | — | 9,330,946 | 19,116,609 | | 2024 | 23,753,914 | — | (13,046,594) | — | 14,897,520 | 25,604,840 | | 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 | | Average of Non-PEO NEOs | | | | | | | | 2025 | 7,401,024 | (152,230) | (3,968,538) | — | 84,953 | 3,365,209 | | 2024 | 7,845,742 | — | (4,052,420) | — | 4,831,456 | 8,624,778 | | 2023 | 7,683,912 | (203,453) | (3,994,158) | — | 1,938,287 | 5,424,588 | | 2022 | 7,892,151 | — | (4,648,089) | — | 9,036,251 | 12,280,313 | | 2021 | 6,318,045 | — | (2,518,462) | — | 1,393,781 | 5,193,364 |

  171. Pay Versus Performance

    * The amounts in the “Inclusion of Equity Values” column in the table above are derived from the amounts set forth in the following table, which reflects the forfeiture and clawback of Mr. Malave’s equity awards as described in the CD&A:

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  173. Pay Versus Performance

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  174. 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 | | | | | | | | | 2025 | 13,730,971 | (3,223,517) | 394,771 | (1,571,279) | — | — | 9,330,946 | | 2024 | 14,529,741 | 1,030,717 | — | (662,938) | — | — | 14,897,520 | | 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 | | Average of Non-PEO NEOs | | | | | | | | | 2025 | 4,171,040 | (407,450) | 26,205 | (174,193) | (3,530,648) | — | 84,953 | | 2024 | 4,501,586 | 405,869 | 39,436 | (115,435) | — | — | 4,831,456 | | 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 | — | — | 9,036,251 | | 2021 | 1,970,122 | (47,405) | 30,538 | (173,903) | (385,571) | — | 1,393,781 |

  175. 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 stockholder 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, 2023, 2024 and 2025 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 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  176. 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 March 2, 2026. 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.

  177. Directors and Executive Officers

    | Name | Common Stock | (1)(2) | Stock Units | (3) | Total | | John C. Aquilino | 413 | | 261 | 6 | 674 | | David B. Burritt | 6,586 | 4 | 24,607 | 6,7 | 31,193 | | Timothy S. Cahill | 14,284 | | 11,064 | 8,9,10 | 25,347 | | John M. Donovan | 5,156 | | 1,623 | 6,7 | 6,778 | | Joseph F. Dunford, Jr. | 2,676 | | 261 | 6 | 2,936 | | Thomas J. Falk | 5,250 | 5 | 15,454 | 6 | 20,704 | | Vicki A. Hollub | 3,637 | | 2,772 | 6,7 | 6,409 | | Jesus Malave | 101 | | 122 | 9,10 | 224 | | Kevin J. O'Connor | 2,757 | | 15,281 | 10 | 18,038 | | Debra L. Reed-Klages | 2,934 | | 261 | 6 | 3,194 | | Evan T. Scott | 1,474 | | 4,960 | 9,10 | 6,433 | | Frank A. St. John | 3,833 | | 12,353 | 8,9,10 | 16,186 | | James D. Taiclet | 78,052 | | 32,298 | 9,10 | 110,349 | | Heather A. Wilson | 634 | | 261 | 6 | 895 | | Patricia E. Yarrington | 1,130 | | 1,098 | 6 | 2,228 | | All NEOs, directors, nominees and other executive officers as a group (19 individuals) | 156,078 | | 151,652 | | 307,730 |

  178. 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 Adm. Aquilino 413, Mr. Burritt 583; Mr. Donovan 1,778; Gen. Dunford 2,676; Ms. Hollub 3,637; Ms. Reed-Klages 2,779; Mr. Taiclet 1,188; Dr. Wilson 634 and Ms. Yarrington 1,130. 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. Taiclet 70; Mr. Scott 529; Mr. St. John 7; Mr. Cahill 73; Mr. O’Connor 38 and Mr. Malave 101. 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. Burritt, includes 4,207 shares held by his spouse’s revocable trust and 1,796 shares held by an irrevocable trust for the benefit of members of his immediate family. (5)Represents shares beneficially owned by Mr. Falk and his spouse through a family limited partnership. (6)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 13, 2026 for the annual equity award as follows: Adm. Aquilino 261, Mr. Burritt 13,427; Mr. Donovan 261; Gen. Dunford 261; Mr. Falk 15,454; Ms. Hollub 261; Ms. Reed-Klages 261; Dr. Wilson 261 and Ms. Yarrington 1,098. (7)Includes stock units under the Directors Deferred Compensation Plan representing deferred cash compensation for Mr. Burritt 11,180; Mr. Donovan 1,362; and Ms. Hollub 2,511. The stock units (including dividend equivalents credited as stock units) are distributed in the form of cash. (8)Includes stock units attributable to the participant’s account under the DMICP for Mr. St. John 160 and Mr. Cahill 2,446. Although most of the units will be distributed in shares of stock following termination or retirement, none of the units are convertible into shares of stock within 60 days of March 2, 2026. (9)Includes stock units attributable to the participant’s account under the NQSSP for Mr. Taiclet 831; Mr. Scott 229; Mr. St. John 22; Mr. Cahill 435 and Mr. Malave 122. Amounts credited to a participant’s account in the NQSSP are distributed in cash following termination of employment. (10)Includes unvested RSUs for Mr. Taiclet 31,467; Mr. Scott 4,731; Mr. St. John 12,171; Mr. Cahill 8,183 and Mr. O’Connor 15,281. Each RSU represents a contingent right to receive one share of common stock.

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