March 12, 2021 Dear Fellow Stockholders: It is my pleasure to invite you to Lockheed Martin's 2021 Annual Meeting of Stockholders on Thursday, April 22, 2021, at 8:00 a.m. EDT. The meeting will once again be held virtually via live webcast to facilitate full stockholder participation while protecting health and safety. Information on how to participate in the Annual Meeting can be found on page 85. Resiliency Through a Global Pandemic The global pandemic has presented unprecedented business challenges and continues to inflict personal loss for so many, including within the Lockheed Martin family. Throughout the crisis, our priorities have been to ensure the health and welfare of our employees and their families, continue to perform and deliver for our customers and our national security, and use our resources and leadership as a company to assist our communities, our country and our allies. We took swift action early in the pandemic to address the threat and have continued to do so since, including maintaining robust health and safety protocols in the workplace, delivering personal protective equipment to frontline workers and supporting our communities and James D. Taiclet suppliers. Despite the challenges presented by COVID-19, we continued to hire through the Chairman, President and pandemic, welcoming more than 11,000 new employees in 2020. Chief Executive Officer Strong 2020 Financial Performance Despite the challenges of 2020, we’re proud to report that the resiliency of our employees to adapt and continue to deliver for our customers resulted in another year of strong financial results, including record sales and earnings per share from continuing operations and increased backlog. We continued our strong cash performance, generating $8.2 billion in cash from operations after discretionary pension contributions of $1.0 billion. And we returned $3.9 billion in cash to stockholders through dividends and share repurchases. For more detailed information on our financial results, please review our proxy statement and the enclosed 2020 Annual Report. Leadership Transitions Following a remarkable 38-year career at Lockheed Martin, Marillyn A. Hewson ended her service as Executive Chairman and as a member of the Board on March 1, 2021. We are extremely grateful for her many valuable contributions to our company and the Board and she leaves behind a legacy as one of Lockheed Martin's most successful and respected leaders. In addition to my transition to the role of President and CEO in June 2020, several other executives were also elevated to new executive leadership positions as part of a disciplined leadership transition, reflecting the Corporation’s deliberate and thorough succession planning. The board and the executive leadership team also want to acknowledge the unfortunate passing of Michele Evans, former EVP, Aeronautics in early 2021. Michele was an exceptional leader and a champion for diversity and inclusion and has left a great legacy of future leaders she inspired. On behalf of the entire board of directors, I want to thank you for your continued investment in Lockheed Martin. Your vote is important. I urge you to promptly cast your vote in accordance with the board's recommendations. Sincerely, www.lockheedmartin.com 2021 Proxy Statement 1 Notice of 2021 Annual Meeting of Stockholders Agenda Board Recommendation Item 1 Election of 11 directors FOR Virtual Annual Meeting each of the director- nominees When: Item 2 Ratification of the appointment of FOR Thursday, April 22, 2021, 8:00 a.m. EDT Ernst & Young LLP as our independent auditors for 2021 Live Webcast Access: Item 3 Advisory vote to approve the FOR Online audio webcast at: compensation of our named www.meetingcenter.io/266927146 executive officers (Say-on-Pay) Password: LMT2021 (if prompted for one) Item 4 Consideration of a stockholder AGAINST proposal to adopt written consent, Who Can Vote: if properly presented Stockholders of record at the close of business on Item 5 Consideration of a stockholder AGAINST February 26, 2021 are entitled to vote. Whether or not proposal to issue a report on human you plan to attend the Annual Meeting, we encourage rights due diligence, if properly you to vote and submit your proxy in advance of the presented meeting by one of the methods described below. See Consideration of any other matters pages 85-89 for additional information regarding that may properly come before the accessing the Annual Meeting and how to vote your meeting shares. The 2021 Annual Meeting will be conducted online only through a live audio webcast via the Internet. We have adopted this format to assist How to Vote in Advance: in protecting the health and safety of the Corporation's stockholders and employees in light of continued public health concerns regarding Via the Internet: COVID-19 and to facilitate stockholder attendance and to enable At the website listed on the proxy card or stockholders to participate fully and equally, regardless of size, voting instruction form you received. resources, or physical location. By Telephone: We have enclosed our 2020 Annual Report to Stockholders. The report is not part of the proxy soliciting materials for the 2021 Annual Meeting. Call 1-800-652-8683 in the United States, The Proxy Materials or a Notice of Internet Availability were first sent to Canada and Puerto Rico, 1-781-575-2300 for stockholders on or about March 12, 2021. other locations, or the numbers provided on your voting instruction form. Your vote is extremely important. Please vote at your earliest convenience to ensure the presence of a quorum at the meeting. By Mail: Promptly voting your shares in accordance with the instructions you receive will save the expense of additional solicitation. Mark, date and sign your proxy card or voting instruction form and return it in the Sincerely, accompanying postage prepaid envelope. Maryanne R. Lavan Senior Vice President, General Counsel and Corporate Secretary March 12, 2021 Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting: The 2021 Proxy Statement and 2020 Annual Report are available at www.edocumentview.com/LMT. 2 Table of Contents ABOUT LOCKHEED MARTIN 4 Sustainability Highlights 34 Climate & Environmental Stewardship 35 IMPACTS OF COVID-19 5 Supplier Engagement 35 PROXY STATEMENT SUMMARY 6 AUDIT MATTERS 36 PROPOSAL 1: ELECTION OF DIRECTORS 11 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF Board Composition, Qualifications and Diversity 11 INDEPENDENT AUDITORS 36 Board Attendance 11 Audit Committee Report 38 Summary of Directors-Nominees' Core Competencies 12 Director-Nominees 13 EXECUTIVE COMPENSATION 39 Board Effectiveness, Evaluations and Refreshment 17 PROPOSAL 3: ADVISORY VOTE TO APPROVE THE CORPORATE GOVERNANCE 19 COMPENSATION OF OUR NEOs (SAY-ON-PAY) 39 Independent Lead Director 19 Compensation Committee Report 39 Message from Independent Lead Director 20 Compensation Discussion and Analysis (CD&A) 40 Board Leadership Structure 20 Summary Compensation Table 58 Executive Sessions 21 2020 Grants of Plan-Based Awards 62 Committees of the Board of Directors 21 Outstanding Equity Awards at 2020 Fiscal Year-End 65 Board Role and Responsibilities 23 Option Exercises and Stock Vested During 2020 66 Board Role in Strategic Planning 23 2020 Pension Benefits 66 Enterprise Risk Management 24 2020 Nonqualified Deferred Compensation 68 Cybersecurity 24 Potential Payments Upon Termination or Change in Control 71 Talent Management and Succession Planning 24 CEO Pay Ratio 75 Board Oversight of People Strategy 25 Human Rights 27 DIRECTOR COMPENSATION 76 Stockholder Engagement and Responsiveness 28 Board Policies and Processes 29 SECURITY OWNERSHIP OF MANAGEMENT AND Corporate Governance Guidelines 29 CERTAIN BENEFICIAL OWNERS 79 Director Overboarding Policy 29 Director Independence 30 PROPOSAL 4: STOCKHOLDER PROPOSAL TO ADOPT Related Person Transaction Policy 30 STOCKHOLDER ACTION BY WRITTEN CONSENT 81 Certain Relationships and Related Person Transactions of 31 Directors, Executive Officers and 5 Percent Stockholders PROPOSAL 5: STOCKHOLDER PROPOSAL TO ISSUE A Accountability to Stockholders 31 REPORT ON HUMAN RIGHTS DUE DILIGENCE 83 Majority Voting Policy for Director Elections 31 Stockholder Right to Amend Bylaws 32 ANNUAL MEETING QUESTIONS AND ANSWERS 85 Proxy Access 32 Stockholder Right to Call Special Meeting 32 ADDITIONAL INFORMATION AND OTHER MATTERS 92 No Poison Pill 32 Appendix A: Definition of Non-GAAP (Generally Accepted Accounting Principles) Measures 92 ENTERPRISE RISK AND SUSTAINABILITY 33 Disclosure Regarding Forward-Looking Statements 94 Enterprise Risk Management Highlights 33 Beyond 2020 Sustainability Priorities 34 www.lockheedmartin.com 2021 Proxy Statement 3 About Lockheed Martin Lockheed Martin is a global security and aerospace company that employs 114,000 people worldwide and is principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. Our mission is to solve complex challenges, advance scientific discovery and deliver innovative solutions to help our customers keep people safe. OUR BUSINESS We have four business segments, each of which is dedicated to specific products and services. Aeronautics, 40% Engaged in the research, design, development, manufacture, integration, sustainment, support and upgrade of advanced military aircraft, including combat and air mobility aircraft, unmanned air vehicles and related $26.3B technologies Missiles and Fire