David Burritt
LOCKHEED MARTINAbout David B. Burritt
Independent director at Lockheed Martin (since 2008), age 69. He is President & CEO of United States Steel Corporation and brings CFO and manufacturing operator experience from prior senior roles at Caterpillar. He is designated independent and serves on the Audit Committee (financial expert) and the Management Development & Compensation Committee; Board and committee attendance was 100% in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Steel Corporation | President & CEO | 2017–present | CEO leadership; previously President & COO (2017) and EVP & CFO (2013–2017) |
| Caterpillar Inc. | CFO; Controller; other roles | Until 2010; 32 years at company | Public company CFO and controller experience; global manufacturing operations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| United States Steel Corporation | Director (Executive Committee) | 2017–present | Current CEO and director at U.S. Steel |
Board Governance
- Committee assignments: Audit Committee member (financial expert); Management Development & Compensation Committee member (joined after May 2024) .
- 2024 committee focus and cadence:
- Audit: 4 meetings; oversight of financial reporting, ERM, AI in auditing/accounting; reviews critical audit matters and retirement plan funding .
- Compensation: 3 meetings; CEO and executive pay, pay-for-performance design, compensation risk oversight; administers executive clawback policy .
- Independence: Board determined all directors except the CEO are independent; committees are entirely independent; any ordinary-course relationships with entities related to directors were deemed not material to independence .
- Attendance: 100% for Board and committee meetings in 2024; directors commonly attend committees they are not assigned to .
- Ownership/ethics policies: Director ownership guideline = 5× annual cash retainer within 5 years; as of Dec 31, 2024, each non-employee director met or was on track. Hedging and pledging of LMT stock are prohibited for directors .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee/Chair/Lead Fees ($) | Total Cash ($) | Equity Retainer (Stock Units) | Grant-Date Fair Value ($) | Vesting | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 170,000 | 0 (not a chair) | 170,000 | 401.7773 stock units | 170,000 (at $423.12 on 2/15/2024) | 50% on 6/30/2024; 50% on 12/31/2024 | 181 | 340,181 |
- Standard director pay structure unchanged in 2024: annual cash retainer $170,000 and equity retainer $170,000 in stock units; equity vests 50/50 June 30 and Dec 31; no options since 2014 .
Performance Compensation (Oversight signals via Compensation Committee)
The director’s own equity awards are time-vested (no performance metrics) . As an MDC Committee member, Burritt oversaw company-wide executive performance metrics below.
| 2024 Annual Incentive Metrics (NEOs) | Weight | Target ($) | Result ($) | Payout % | Weighted Payout |
|---|---|---|---|---|---|
| Sales | 20% | 69,250M | 71,043M | 143% | 29% |
| Segment Operating Profit* | 40% | 7,340M | 6,851M | 0% | 0% |
| Free Cash Flow* | 40% | 6,300M | 6,253M | 96% | 38% |
| Financial Payout Factor | — | — | — | — | 67% |
- Design highlights: capped TSR measure, clawback policy, double-trigger CIC, no hedging/pledging; Say-on-Pay approval >93% at 2024 meeting indicates investor support for pay design .
Other Directorships & Interlocks
| Company | Overlap/Relationship to LMT | Board’s Independence View |
|---|---|---|
| U.S. Steel (CEO & Director) | Industrial supplier in broader ecosystem; not disclosed as a related person transaction | Board considered ordinary-course relationships for directors and found no material interest; Burritt deemed independent . |
Expertise & Qualifications
- Financial expert and seasoned operator (CEO/CFO/COO leadership); expertise in public company accounting, risk management, disclosure, manufacturing and business transformation .
- Strategic skills: Operational execution & efficiency; M&A; supply chain; sustainability; international business expansion; business model/commercial partnerships .
Equity Ownership (Alignment)
| As of Feb 28, 2025 | Common Stock | Notes | Stock Units | Notes | Total |
|---|---|---|---|---|---|
| David B. Burritt | 6,570 | Includes 6,003 shares in irrevocable family trusts; no shares pledged | 23,311 | Includes Directors Equity Plan units (12,797; includes 402 credited 2/14/2025) and Directors Deferred Compensation Plan units (10,513; payable in cash) | 29,880 |
- Ownership as % of outstanding: each listed individual (including Burritt) owned <1% of common stock .
- Director ownership guideline: 5× annual cash retainer; all non-employee directors met or were on track as of Dec 31, 2024 .
Insider Transactions (Form 4; most recent)
All reported transactions in 2024–2025 were awards/accruals of phantom stock units (including dividend equivalents); no open-market purchases or sales were reported in this period. Selected filings:
| Transaction Date | Type | Security | Quantity | Post-Txn Units | SEC Filing |
|---|---|---|---|---|---|
| 2025-09-30 | A (Award) | Phantom Stock Units | 85.1345 | 11,014.2453 | |
| 2025-06-30 | A (Award) | Phantom Stock Units | 91.7649 | 10,855.6167 | |
| 2025-03-31 | A (Award) | Phantom Stock Units | 95.1400 | 10,686.9496 | |
| 2025-02-14 | A (Annual grant) | Phantom Stock Units | 401.7108 | 13,364.0391 | |
| 2024-12-31 | A (Award) | Phantom Stock Units | 87.4593 | 10,513.2265 | |
| 2024-09-30 | A (Award) | Phantom Stock Units | 72.7042 | 10,355.8765 | |
| 2024-06-28 | A (Award) | Phantom Stock Units | 90.9869 | 10,227.8497 | |
| 2024-03-28 | A (Award) | Phantom Stock Units | 93.4333 | 10,000.0414 | |
| 2024-02-15 | A (Annual grant) | Phantom Stock Units | 401.7773 | 12,632.4992 |
Director Compensation Mechanics (Structure)
- Equity is delivered as stock units (deferred until termination unless ownership guideline met and early payout elected); units vest 50% June 30 and 50% Dec 31; fully vest at change-in-control or retirement/death/disability. No stock options granted since 2014 .
- Directors may defer cash fees into the Directors Deferred Compensation Plan, choosing plan investment options or LMT stock tracking; distributed after service in lump sum or up to 15 annual installments .
Governance Assessment
- Strengths for investor confidence:
- Deep financial expertise and manufacturing operator background; designated audit committee financial expert; sits on Audit and MDC committees, directly influencing financial oversight and pay governance .
- Strong independence posture, 100% meeting attendance, and robust director ownership/anti-hedging policies; no shares pledged; ownership aligned via significant stock units and deferrals .
- Director pay is balanced cash/equity with no options; transparent grants; 2024 director total of $340,181 indicates no chair/lead fees; minimal perquisites .
- As MDC member, signed the Compensation Committee Report; company pay program received 93% Say-on-Pay support in 2024, reflecting stakeholder alignment .
- Potential risk indicators to monitor:
- Time commitments as an active CEO serving on two public boards (U.S. Steel and LMT); however, within LMT’s overboarding limits (active CEOs ≤3 boards; directors ≤4 boards; audit members ≤3) and confirmed compliant by Governance Committee .
- Ordinary-course dealings with entities where directors serve are reviewed; no Burritt-specific related person transactions disclosed; independence preserved .
- No open-market purchases/sales in recent Form 4s; transactions are awards/phantom unit accruals, consistent with deferral/ownership alignment but provide limited incremental buy/sell signaling .
Appendix: Quick Reference
- Director snapshot: Independent; Director since 2008; Age 69; Committees: Audit, Management Development & Compensation; Other public board: U.S. Steel .
- Director 2024 compensation: Cash $170,000; Stock awards $170,000 (401.7773 units at $423.12); Other $181; Total $340,181 .
- Beneficial ownership (2/28/2025): 6,570 common (includes 6,003 in trusts); 23,311 stock units (12,797 Directors Equity Plan, incl. 402 credited 2/14/2025; 10,513 Directors Deferred Comp Plan); total 29,880; <1% outstanding; no pledges .
- Attendance 2024: 100% Board/committees .