Sector: Industrials
LOCKHEED MARTIN CORP · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Nine Directors
LMT's 3-year total return of +42.4% is well above zero, placing it in the strong-positive tier; the underperformance gap versus the compensation peer group median is only -21.4 percentage points, far below the 65-point trigger threshold required to vote against, so no TSR concern applies; Taiclet also brings deep aerospace/defense expertise and military experience directly relevant to LMT's business.
Aquilino joined in 2024 and has been on the board fewer than 24 months, making him exempt from the TSR trigger under policy; his 40-year Navy career and command of the Indo-Pacific theater provides unique customer insight for a defense company.
LMT's 3-year return of +42.4% places it in the strong-positive tier and the peer-group underperformance gap of -21.4pp is well below the 65pp trigger threshold; Burritt holds only LMT (no other public boards listed currently), attends 100% of meetings, and brings nearly 50 years of manufacturing and CFO experience.
No TSR trigger fires (gap -21.4pp vs. 65pp threshold in the strong-positive tier); Donovan holds one outside public board seat (Palo Alto Networks), well within the four-board limit; his technology and cybersecurity background is relevant to LMT's digital transformation.
No TSR trigger fires; Falk holds one outside public board seat (AbbVie), attended 100% of meetings, and serves as independent Lead Director with clearly defined and robust oversight responsibilities.
No TSR trigger fires; Hollub is a sitting CEO but holds only two total public board seats (Occidental and LMT), exactly at the two-seat limit for sitting CEOs rather than over it, so the overboarding policy does not trigger; her large-scale industrial and operational leadership is relevant to LMT oversight.
No TSR trigger fires; Reed-Klages holds two outside public board seats (Chevron and Caterpillar) plus LMT for a total of three, within the four-board limit; her energy-infrastructure and regulatory experience provides useful oversight perspective.
Wilson joined in 2024 and has been on the board fewer than 24 months, making her exempt from the TSR trigger; her background as Secretary of the Air Force and congressional service on Armed Services and Intelligence committees is highly relevant to LMT's defense business.
No TSR trigger fires; Yarrington holds no outside public board seats, chairs the Audit Committee with strong CFO credentials (38 years at Chevron), and attended 100% of meetings in 2025.
All nine nominees receive a FOR vote. LMT's 3-year total return of +42.4% is solidly positive, and the company's underperformance gap versus its disclosed compensation peer group median (-21.4 percentage points) is well below the 65-point threshold that applies in the strong-positive TSR tier. No director is overboarded under policy limits. Two directors (Aquilino and Wilson) joined in 2024 and are exempt from the TSR trigger as newer than 24 months. The board discloses a skills matrix, all audit committee members hold financial expertise, 100% meeting attendance was achieved in 2025, and no independence or familial-relationship concerns exist that would trigger a negative vote.
CEO
James D. Taiclet
Total Comp
$23,453,308
Prior Support
92%%
CEO total compensation of approximately $23.5 million is within a reasonable range for the chairman and CEO of a $143 billion defense contractor, and the prior Say on Pay vote received over 92% support, well above the 70% threshold that would require a response. The pay structure is strongly performance-oriented: more than 70% of the CEO's target pay is variable and long-term (performance stock awards and a cash long-term incentive tied to three-year relative total shareholder return, return on invested capital, and free cash flow), satisfying the 50-60% variable-pay requirement by a wide margin. The 2023-2025 long-term awards paid out at only 47% of target because relative total shareholder return fell below the threshold — demonstrating that the incentive program does penalize executives when shareholders underperform peers — and the company maintains a robust clawback policy covering both mandatory SEC/NYSE requirements and a broader supplemental discretionary policy.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$24,750,000
Non-Audit Fees
$2,295,000
Non-audit fees (tax fees of $2,200,000 plus audit-related fees of $95,000 = $2,295,000) represent approximately 9.3% of audit fees ($24,750,000), well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm fully appropriate for a $143 billion market-cap company. The proxy does not disclose EY's tenure, so under policy the tenure trigger cannot fire and the vote defaults to FOR; the absence of tenure disclosure is noted as a minor negative but does not change the determination. No material financial restatements are indicated.
1 proposal submitted by shareholders
Proposal 4
The full text of the stockholder proposal was truncated in the provided filing excerpt, preventing a complete evaluation of the filer's identity and precise ask. However, based on the context available — the board's AGAINST recommendation, the surrounding discussion of human rights, international arms sales, and U.S. Government oversight — the proposal appears to seek additional disclosure on weapons-related human rights risks. Without confirmed filer identity or full proposal text, the analysis cannot positively override the board's AGAINST recommendation, and the default under the policy when a credible positive case cannot be established is to defer to the board. Shareholders who have access to the full proposal text should review the filer identity: if the proponent is an ideological/advocacy filer (e.g. a progressive ESG advocacy group), a vote AGAINST is clearly appropriate; if the proponent is a mainstream institutional investor or governance activist, the merits would warrant re-evaluation.
The 2026 Lockheed Martin annual meeting ballot presents four proposals. The nine director nominees all receive FOR votes because LMT's strong positive 3-year total return (+42.4%) keeps the company well below the 65-point peer-underperformance threshold that would trigger against votes, no directors are overboarded, and 100% meeting attendance was achieved. Ernst & Young is ratified as auditor with a clean fee ratio of roughly 9% non-audit, and the Say on Pay program receives a FOR vote given 92% prior-year support, a strongly variable pay structure, and demonstrated willingness to reduce long-term payouts (47% of target for the 2023-2025 cycle) when performance falls short.
17 companies disclosed in 2026 proxy filing
