Heather Wilson
LOCKHEED MARTINAbout Heather A. Wilson
Heather A. Wilson (age 64) joined Lockheed Martin’s board in 2024 and is an independent director. She is President of the University of Texas at El Paso (since 2019) and previously served as the U.S. Secretary of the Air Force (2017–2019), President of the South Dakota School of Mines & Technology (2013–2017), and a Member of the U.S. House of Representatives (1998–2009). At LMT, she brings deep senior military/government experience, budgeting and weapons acquisition expertise, and leadership of large organizations; she sits on the Classified Business and Security Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Texas at El Paso | President | 2019–present | Leads a large academic institution; governance, operations |
| U.S. Department of the Air Force | Secretary of the Air Force | 2017–2019 | Budgeting, weapons acquisition; senior military/government oversight |
| South Dakota School of Mines & Technology | President | 2013–2017 | Led university operations and strategy |
| U.S. House of Representatives (NM) | Member | 1998–2009 | Served on Armed Services, Intelligence, and Energy & Commerce Committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxar Technologies, Inc. | Director | 2021–2023 | Space sector board experience; no current LMT interlock disclosed |
Board Governance
- Committee memberships: Classified Business and Security (CBS) Committee; not a chair .
- Independence: Board determined Wilson is independent under NYSE and company guidelines .
- Attendance: The board and committees had 100% attendance in 2024; directors commonly attend committees beyond assignments .
- Board leadership and oversight: Independent Lead Director structure; fully independent committees; regular executive sessions; robust risk oversight including cybersecurity and AI; CBS oversees classified programs and security of personnel, facilities, and data .
- Director stock ownership guidelines: Non‑employee directors must reach 5× annual cash retainer within five years; as of Dec 31, 2024, each non‑employee director met or is on track to meet guidelines .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Wilson) | Notes |
|---|---|---|---|
| Annual cash retainer | $170,000 | $103,681 | Includes pro‑rated retainer and any applicable committee roles; 2024 director fees are paid quarterly |
| All other compensation | — | $3,023 | Matching gifts program ($1,000) and minor tax assistance categories; perquisites did not exceed $10,000 |
Performance Compensation
Directors receive time‑based stock units (not performance‑based awards).
| Equity Item | Grant Date | Units Granted | Grant‑date Fair Value | Vesting | Plan Features |
|---|---|---|---|---|---|
| Annual equity retainer (stock units) | 2024‑06‑03 | 212.0766 | $99,167 | 50% on Jun 30; 50% on Dec 31 following grant | Stock units become fully vested upon change‑in‑control, retirement, death, or disability; distribution in shares or cash upon termination; dividend equivalents accrue as stock units |
Other Directorships & Interlocks
| Company | Current/Former | Potential Interlock Risk |
|---|---|---|
| Maxar Technologies, Inc. (2021–2023) | Former | Maxar is a defense/space contractor; Board disclosed relationships with entities tied to directors were not material and did not affect independence |
Expertise & Qualifications
- Senior military/government experience (Air Force Secretary; congressional service); budgeting and acquisition expertise .
- Strategic skills aligned with LMT priorities: 21st Century Security, AI/autonomy, open architecture, cybersecurity; operational execution .
- Leadership of large organizations in government and academia .
Equity Ownership
| Holder | Common Stock | Stock Units | Total |
|---|---|---|---|
| Heather A. Wilson | 215 | 402 | 616 |
| All directors/NEOs individually own less than 1% of outstanding shares; no shares are pledged in the disclosed table. Company policy prohibits hedging and pledging by directors, officers, and employees . |
Governance Assessment
- Strengths: Independent director with deep domain expertise on defense, classified programs, and budgeting; 100% board/committee attendance; alignment via equity retainer and stock ownership guidelines; anti‑hedging/anti‑pledging policy .
- Compensation mix: Standard director structure (cash retainer + time‑based stock units), aligned to long‑term interests; no performance metrics attached to director pay (reduces incentive distortion risk) .
- Conflicts/related‑party exposure: No related‑person transactions disclosed for Wilson; board assessed other entity relationships and found no material interests impacting independence; contributions to tax‑exempt organizations do not impair independence under company standards .
- RED FLAGS: None observed specific to Wilson; board‑wide practices include majority voting standard, executive sessions, robust risk oversight (including AI and cybersecurity), and transparent related‑party review .