8-KLeadership ChangesExhibits & Filings

LOCKHEED MARTIN CORP 8-K Report, Executive Changes (Nov 27, 2012)

Filed November 27, 2012For Securities:LMT

Summary

This 8-K filing from Lockheed Martin Corporation (LMT) on November 27, 2012, details significant changes in executive leadership and compensation. The most notable information for investors is the formalization of Marillyn A. Hewson's transition to Chief Executive Officer (CEO) and President, effective January 1, 2013. The filing outlines adjustments to her compensation package to reflect these new roles, including an increase in base salary and bonus targets. Additionally, Robert J. Stevens, the outgoing CEO, is transitioning to an Executive Chairman role and will serve as a Strategic Advisor to the CEO, with a comprehensive compensation and benefits package outlined for this transitional period, including a non-competition agreement. These changes signal a planned leadership succession, with Ms. Hewson taking the helm and Mr. Stevens providing continued guidance and support in a redefined capacity. Investors should note the financial implications of these executive transitions, particularly the compensation adjustments and the strategic retention of Mr. Stevens' expertise.

Key Highlights

  • 1Marillyn A. Hewson appointed President and Chief Operating Officer (COO) effective November 9, 2012, and will become CEO and President effective January 1, 2013.
  • 2Ms. Hewson's annual base salary increased to $1,100,000 from $700,000, and her target bonus percentage rose from 90% to 125% for her COO role, retroactive to November 9, 2012.
  • 3Effective January 1, 2013, Ms. Hewson's base salary will further increase to $1,375,000, with a target bonus of 175% for the CEO position.
  • 4Robert J. Stevens will transition from CEO to Executive Chairman of the Board effective January 1, 2013, and will also serve as Strategic Advisor to the CEO through February 28, 2014.
  • 5Mr. Stevens' compensation as Strategic Advisor includes an annual base salary of $1.8 million for 2013, eligibility for MICP bonus, and continued benefits, along with a $2 million payment contingent on a non-competition agreement.
  • 6Mr. Stevens will receive enhanced benefits including corporate jet usage and personal security through December 31, 2014.
  • 7The filing incorporates by reference the amended Lockheed Martin Corporation 2006 Management Incentive Compensation Plan and the Transition Agreement with Robert J. Stevens.

Frequently Asked Questions

The compensation adjustments for Marillyn A. Hewson reflect her promotion and impending role as CEO. The increases in base salary and target bonus percentages are designed to align her pay with the responsibilities of these senior executive positions, bringing her compensation in line with peer companies and prior executive compensation levels.

Robert J. Stevens is transitioning from CEO to Executive Chairman of the Board and will serve as a Strategic Advisor to the CEO. The transition package compensates him for his continued advisory role, leveraging his extensive experience to ensure a smooth leadership handover and maintain key stakeholder relationships. The package includes a substantial salary, bonus eligibility, and benefits, along with a non-competition agreement to protect the company's interests.

The primary financial implications relate to executive compensation. The company is adjusting its compensation expenses to reflect the new leadership structure, with higher salaries and bonus targets for the incoming CEO and a significant but defined compensation package for the outgoing CEO in his advisory capacity. The non-competition agreement payment to Mr. Stevens is also a notable expense. Investors should monitor these compensation costs as part of the company's operating expenses.

Yes, both Marillyn A. Hewson and Robert J. Stevens will receive certain benefits. Ms. Hewson will be required to use a corporate jet for business and personal use and will receive personal security with a related tax gross-up. Mr. Stevens will also have continued corporate jet usage and personal security, along with other support services, through December 31, 2014.