Frank St. John
LOCKHEED MARTINAbout Frank St. John
Frank A. St. John is Chief Operating Officer (COO) of Lockheed Martin, appointed effective June 15, 2020 after serving as EVP of Rotary and Mission Systems (RMS) and EVP of Missiles and Fire Control (MFC). He joined Lockheed Martin in 1987 and had 38 years of service as of year-end 2024; his age was disclosed as 57 in the FY2023 10-K executive roster. Lockheed Martin’s 2024 results included $71.0B sales (+5% YoY), $6.1B segment operating profit, $5.3B free cash flow, and $176.0B backlog, with incentives tied to Sales, Segment Operating Profit, Free Cash Flow (annual plan) and Relative TSR, ROIC, Free Cash Flow (long-term) to align pay with performance. The company’s pay governance received 93% Say‑on‑Pay support in 2024, and executive stock ownership and anti‑hedging/pledging policies reinforce alignment.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lockheed Martin | Chief Operating Officer | Jun 15, 2020 – present | Oversees strategic, operational, and financial performance across Aeronautics, RMS, Space, and MFC; drives 21st Century Security execution and supply chain resiliency. |
| Lockheed Martin | EVP, Rotary & Mission Systems (RMS) | Aug 26, 2019 – Jun 15, 2020 | Led ~35k+ team across naval, helicopter, C6ISR, training; transitioned to COO role. |
| Lockheed Martin | EVP, Missiles & Fire Control (MFC) | Jan 2018 – Aug 2019 | Drove long‑term strategic contract wins and international sales growth. |
| Lockheed Martin | EVP & Deputy, Programs (MFC) | Jun 2017 – Jan 2018 | Advanced program execution within MFC prior to EVP roles. |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed. |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,038,462 | 1,064,039 | 1,069,615 |
| All Other Compensation ($) | 556,376 | 495,840 | 616,995 |
| Perquisites detail (2024) | — | — | Corporate aircraft personal use $306,284; Security $143,251; Additional company contributions/tax assistance listed below. |
Perquisites and other items (2024):
- Tax assistance for business‑related items: $54,086; Company contributions: Qualified DC $24,380; Nonqualified DC $78,620; HSA $1,000; Term life opt‑out credit $2,620; Matching gifts $1,000.
- Insider trading policy prohibits hedging and pledging of company stock (all directors, officers, employees).
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RSUs+PSUs) ($) | 5,365,755 | 5,081,551 | 5,139,703 |
| Non‑Equity Incentive Plan ($) | 3,111,750 | 2,914,700 | 2,817,500 |
2024 Annual Incentive structure and outcomes (enterprise goals):
| Metric | Weight | Target ($) | Actual ($) | Payout Factor | Weighted Payout |
|---|---|---|---|---|---|
| Sales | 20% | 69,250M | 71,043M | 143% | 29% |
| Segment Operating Profit* | 40% | 7,340M | 6,851M | 0% | 0% |
| Free Cash Flow* | 40% | 6,300M | 6,253M | 96% | 38% |
| Strategic & Operational scorecard | 30% | — | — | 140% | — |
| Overall payout factor | — | — | — | 89% | — |
| COO payout ($) | — | Target $1,545,000 | — | 89% | $1,375,100 |
*Non‑GAAP definitions and plan adjustments per Appendix; Segment Op Profit impacted by classified program losses; Free Cash Flow adjusted for unplanned pension contributions.
Long‑Term Incentives:
- Mix: PSUs 50%; RSUs 30%; LTIP cash 20%; metrics: Relative TSR (50%), ROIC (25%), Free Cash Flow (25%); PSU/LTIP payouts capped at 200% of target; TSR payout capped at 100% if absolute TSR is negative; RSUs cliff‑vest at 3 years.
- 2022–2024 cycle outcomes (paid in 2025): Weighted payout factor 120.2%; St. John LTIP payout $1,442,400; PSUs distributed 9,274 shares.
2024 Grants (Plan‑Based Awards):
| Grant Type | Threshold | Target | Maximum | Shares/Value |
|---|---|---|---|---|
| RSU (Feb 22, 2024) | — | — | — | 4,546 units; grant date fair value $1,939,778 |
| PSUs (2024–2026) | 6.25% | 100% | 200% | Target 7,579; Max 15,158; grant date fair value $3,199,925 |
| LTIP Cash (2024–2026) | 6.25% | $1,300,000 | 200% of target | Target $1,300,000 |
| MICP (Annual) | 7% | $1,545,000 | 200% of target | — |
PSU/ LTIP performance goal ranges:
- Relative TSR percentile: 35th→75th (0%→200% payout); Free Cash Flow: Plan−15%→Plan+30% (25%→200%); ROIC: Plan−10%→Plan+12% (25%→200%).
Equity Ownership & Alignment
Stock ownership requirements and policy:
- Ownership guideline: COO must hold 4× base salary; executives must hold net shares until compliant; anti‑hedging and anti‑pledging policy applies to all. As of Dec 31, 2024, all NEOs exceeded ownership requirements.
- No employee stock options granted since 2012 (no repricing/backdating); dividends not paid on unvested equity.
Vested during 2024:
| Shares acquired on vesting | Value realized |
|---|---|
| 11,885 | $5,142,310 |
Outstanding equity awards at FY2024:
| Award | Grant Date | Units Not Vested | Market Value ($) |
|---|---|---|---|
| RSU | Feb 23, 2022 | 4,445 | 2,160,003 |
| RSU | Feb 22, 2023 | 3,810 | 1,851,431 |
| RSU | Feb 22, 2024 | 4,492 | 2,182,842 |
| PSU earned (2022–2024) | Feb 23, 2022 | 9,274 | 4,506,608 |
| PSU unearned (2023–2025) | Feb 22, 2023 | 3,692 | 1,794,090 |
| PSU unearned (2024–2026) | Feb 22, 2024 | 4,578 | 2,224,633 |
Vesting schedules:
- RSUs: cliff vest at 3 years (e.g., Feb 22, 2027 for 2024 grant; Feb 22, 2026 for 2023 grant; Feb 23, 2025 for 2022 grant).
- PSUs: 3‑year performance cycles ending third anniversary of grant (same vest dates as RSUs), prorated vesting upon certain qualifying events.
Deferred compensation positions (as of FY2024):
| Plan | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Balance ($) |
|---|---|---|---|---|
| NQSSP | 234,500 | 37,520 | 285,414 | 2,834,689 |
| NCAP | — | 41,100 | 29,032 | 302,442 |
| DMICP | — | — | 790,182 | 7,295,147 |
| Total | 234,500 | 78,620 | 1,104,628 | 10,432,278 |
Compliance and pledging:
- Anti‑hedging/anti‑pledging policy prohibits hedging/pledging of LMT stock, reducing alignment risk.
Employment Terms
- No individual employment agreement; executives participate in Executive Severance Plan.
- Severance: lump sum of 1× base salary + 1× target annual incentive; plus one year benefits continuation, outplacement and relocation assistance; CEO multiple is 2.99×. Requires release and post‑employment non‑compete/non‑solicit covenants.
- Change‑of‑control: double‑trigger equity vesting (both CoC and qualifying termination); if awards not assumed, immediate vesting at target. Nonqualified pension/deferred comp payable in lump sum upon CoC.
- Mandatory retirement age: 65 for executive officers other than the CEO.
Potential payments (as of Dec 31, 2024):
| Scenario | LTIP ($) | RSUs ($) | PSUs ($) | Severance ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control (double trigger) | 3,750,000 | 6,507,758 | 11,137,797 | — | 21,395,555 |
| Death/Disability | — | 6,507,758 | — | — | 6,507,758 |
| Layoff | — | — | — | 2,649,632 | 2,649,632 |
Clawbacks and protections:
- Mandatory clawback (SEC/NYSE) for erroneously paid incentive compensation tied to restatements; supplemental discretionary clawback for misconduct causing financial or reputational harm or misappropriation of proprietary information; no clawback events in 2024.
Investment Implications
- Pay‑for‑performance alignment is strong: annual plan tied to Sales/SOP/FCF with disciplined adjustments, and long‑term PSUs/LTIP tied to Relative TSR, ROIC, and FCF; 2022–2024 cycle paid at 120.2%, reflecting above‑target multi‑year performance despite 2024 SOP pressure. Upcoming PSU/RSU vesting dates (2023–2025 and 2024–2026 cycles; RSU cliffs in 2025–2027) can create mechanical share delivery windows, but hedging/pledging is prohibited, and executives must hold shares to meet ownership guidelines (COO: 4× salary).
- Severance/change‑in‑control terms are moderate (1× cash for NEOs; double trigger for equity), limiting golden parachute risk; no tax gross‑ups for CoC and no option repricing; comprehensive clawback framework reduces governance risk.
- Retention risk appears contained: high ownership requirements, long‑dated cliff vesting and multi‑year PSU/LTIP cycles anchor executives; mandatory retirement at 65 sets succession horizon.
- Operational execution under St. John’s COO tenure includes F‑35 TR‑3 transition oversight, supply chain capacity expansions (e.g., HIMARS/PAC‑3), and digital transformation (1LMX), which tie directly to incentive scorecards and long‑term value drivers.