Debra Reed-Klages
LOCKHEED MARTINAbout Debra L. Reed‑Klages
Independent director at Lockheed Martin since 2019; age 68. Retired Chairman, President & CEO of Sempra Energy with deep operating, finance, and governance experience in regulated utilities and global energy. Currently serves on LMT’s Management Development & Compensation Committee and Nominating & Corporate Governance Committee; classified as independent; 100% Board and committee attendance in 2024. Core credentials emphasized by LMT: enterprise risk management, environmental/sustainability oversight, digital transformation, partnerships, and financial system management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Energy | Executive Chairman | May 2018 – Dec 2019 | Oversight of strategy and governance post‑CEO tenure . |
| Sempra Energy | Chairman; President (2017–2018); CEO | 2011 – 2018 | Led global energy enterprise; ERM, EHS, sustainability, financial governance . |
| SDG&E and SoCalGas (Sempra utilities) | President, COO & CFO; later President & CEO | Prior to 2011 | Regulated utility leadership; operations and finance . |
External Roles
| Company | Role/Committee | Status |
|---|---|---|
| Chevron Corporation | Director; Audit Committee Chair | 2018 – present . |
| Caterpillar Inc. | Director; Presiding Director; Chair, Nominating & Governance; Executive Committee | 2015 – present . |
| Prior boards | Halliburton Company; Oncor Electric Delivery Company LLC | Former . |
- Independence and related‑party review: LMT’s Board affirmed all directors (except CEO) are independent; no related‑person transaction noted for Reed‑Klages. Board considered cross‑organizational relationships and found no material interests; no pledging disclosed for directors’ shares .
Board Governance
- LMT Committees: Management Development & Compensation (member); Nominating & Corporate Governance (member). She is not a current committee chair at LMT .
- Independence: Independent under NYSE and LMT guidelines .
- Attendance/engagement: 100% Board and committee attendance for all directors in 2024; executive sessions at every Board meeting .
- Lead director/structure: LMT maintains combined Chair/CEO with strong independent Lead Director; governance refreshment and evaluations ongoing .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $170,000 | Cash retainer; cash totals can include lead/committee chair retainers where applicable . |
| Annual equity retainer | $170,000 in stock units | Granted under Directors Equity Plan; vests 50% on June 30 and 50% on Dec 31 following grant . |
| 2024 actual (Reed‑Klages) | $170,000 cash; $170,000 stock awards; $0 other; Total $340,000 | Per 2024 Director Compensation Table . |
- Deferred compensation: May defer cash fees into Directors Deferred Compensation Plan and track either LMT common stock or savings plan options .
- No options granted to directors since 2014; equity in stock units only .
Performance Compensation
- Directors are not paid based on performance metrics; equity awards are time‑based stock units with semiannual vesting (no TSR/financial targets). No options outstanding . | Performance Metric | Weight/Target | Status | |---|---|---| | N/A for non‑employee directors | — | Director equity is time‑based stock units; no performance metrics apply . |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Customers/suppliers/competitors | Current external boards (Chevron, Caterpillar) do not present disclosed related‑party transactions with LMT; Board independence affirmed after reviewing external affiliations . |
| Overboarding risk | LMT policy limits directors to ≤4 public boards; Reed‑Klages serves on 3 (LMT, Chevron, Caterpillar) — compliant . |
Expertise & Qualifications
- Enterprise risk management; environmental stewardship, safety, sustainability; digital transformation; developing global partnerships; financial system management; compensation and governance; CEO/COO/CFO experience at large, complex, regulated entities .
- Strategic skills matrix alignment with Business & Digital Transformation; Business Model/Commercial Partnerships; Financial expertise; M&A; Operational execution; International expansion .
Equity Ownership
| As of Feb 28, 2025 | Common Stock | Stock Units | Total | Notes |
|---|---|---|---|---|
| Debra L. Reed‑Klages | 2,454 | 402 | 2,856 | Common stock includes 2,299 vested director stock units elected to be paid in stock at termination. No shares pledged . |
- Ownership guidelines: Non‑employee directors must hold ≥5x annual cash retainer within 5 years; each director met or is on track as of Dec 31, 2024 .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging by directors .
Insider Trades and Director Equity Grants
| Date | Transaction | Amount/Detail | Source |
|---|---|---|---|
| Feb 15, 2024 grant | Annual director stock units | 401.7773 units (grant date fair value $170,000 at $423.12) | . |
| Feb 14, 2025 grant | Annual director stock units | 402 units credited to each director (except noted retiree) | . |
| Feb 20, 2024 | Form 4 filing reflecting 2024 director units | Phantom stock units under Directors Equity Plan | . |
| Feb 19, 2025 | Form 4 filing reflecting 2025 director units | Phantom stock units under Directors Equity Plan | . |
Compensation Committee Oversight Signals (context)
- Reed‑Klages serves on the Compensation Committee, which signed the Compensation Committee Report; LMT’s 2025 say‑on‑pay passed with 151.7M for vs 11.6M against (~93% approval), indicating continued investor support for compensation oversight .
Governance Assessment
- Strengths:
- Independent director with 100% attendance and dual membership on Governance and Compensation committees; active oversight of sustainability, product safety, political spending, and human rights via Governance Committee mandate .
- Robust alignment and risk controls: anti‑hedging/pledging; meaningful director stock ownership requirements; no options; equity in stock units; ability to defer cash fees .
- Significant external board leadership (Chevron Audit Chair; Caterpillar Presiding Director/NGC Chair) brings audit, capital allocation, operations, and governance expertise relevant to LMT’s risk profile .
- No disclosed related‑party transactions; independence reaffirmed in annual review .
- Potential risks/considerations:
- Time commitments from multiple external leadership roles are material; however, within LMT’s overboarding limits and subject to Governance Committee monitoring .
- Director pay is fixed/time‑vested (no performance linkage), which is standard for directors but reduces explicit pay‑for‑performance signals; mitigated by ownership guidelines and prohibited hedging/pledging .
RED FLAGS: None disclosed specific to Reed‑Klages (no pledging/hedging, no related‑party transactions, no attendance issues, no option repricing). Independence confirmed; ownership aligned via stock units and guidelines .