John Aquilino
LOCKHEED MARTINAbout John C. Aquilino
Retired four-star U.S. Navy admiral; Independent Director at Lockheed Martin since 2024, age 63, serving on the Classified Business & Security (CBS) Committee . Background includes Commander, U.S. Indo-Pacific Command (2021–2024), prior commands of U.S. Pacific Fleet, U.S. Fifth Fleet/Naval Forces Central Command, and Carrier Strike Group 2; fighter pilot with combat experience across major operations since 1984 . Independent under NYSE standards; all non-CEO directors deemed independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Indo-Pacific Command | 26th Commander | 2021–2024 | Led the U.S. military’s largest geographic combatant command; senior leadership and logistics/procurement oversight experience . |
| U.S. Pacific Fleet | Commander | Not disclosed | Senior Navy operational leadership; large-scale force readiness and operations . |
| U.S. Fifth Fleet / Naval Forces Central Command | Commander | Not disclosed | Theater-level command in CENTCOM AOR; maritime operations leadership . |
| Carrier Strike Group 2 | Commander | Not disclosed | Carrier strike group command; joint/combined operations . |
| U.S. Navy (fighter pilot) | Multiple operational deployments | Since 1984 | Combat operations incl. Deliberate Force, Southern Watch, Enduring Freedom, Iraqi Freedom, Inherent Resolve . |
External Roles
- Other public company directorships (last 5 years): None .
- Non-profit/academic/private boards: Not disclosed in the proxy (no listings under his biography) .
Board Governance
- Committee assignments: Member, Classified Business & Security (CBS) Committee; joined upon election in December 2024. CBS met 3 times in 2024; focus areas included oversight of classified program operational and financial risk, and security of personnel/facilities/data (incl. classified cybersecurity and AI) .
- Chair roles: None disclosed for Aquilino (committee chairs listed for others) .
- Independence: Independent director; Board affirms all directors other than the CEO are independent under NYSE and Company guidelines .
- Attendance: Board and committee attendance was 100% in 2024 (six Board meetings); all directors on the Board during 2024 attended all assigned meetings .
- Executive sessions: Independent directors meet in executive session at every Board and committee meeting; presided over by the Independent Lead Director .
- Lead Independent Director: Thomas J. Falk; scope includes agenda approval, executive sessions, board refreshment, stockholder engagement, and ex officio membership on all committees .
- Director commitments/overboarding policy: Max 4 public company boards for directors; Aquilino holds no other public boards per proxy .
Fixed Compensation
| Period | Cash Retainer ($) | Equity Retainer ($) | Structure / Notes |
|---|---|---|---|
| Standard annual (effective Jan 1, 2023; unchanged in 2024) | 170,000 | 170,000 | Annual equity granted as stock units under Directors Equity Plan; vest 50% on June 30 and 50% on Dec 31 following grant; distribution at termination (stock or cash, lump sum or installments); directors may defer cash fees; board has not granted director options since 2014 resolution (directors elect stock units) . |
| 2024 actual – John C. Aquilino | 9,290 | — | Elected Dec 2024; did not receive a 2024 stock award by plan terms; total 2024 director pay: $9,290 . |
Additional details:
- No changes to director compensation in 2024; last changes in Sept 2022 (effective 2023) after review with independent consultant .
- Deferred compensation available for cash fees (track plan options or Company stock) .
Performance Compensation
Non-employee directors do not receive performance-based equity or option awards; annual equity is delivered as time-vesting stock units under the Directors Equity Plan .
Other Directorships & Interlocks
| Company/Institution | Role | Committees |
|---|---|---|
| None (public companies, last 5 years) | — | — |
| Board independence review found only one related person transaction in 2024 (unrelated to Aquilino); other director relationships with entities buying/selling to the Company were deemed not material and did not affect independence . |
Expertise & Qualifications
- Strategic and technical skills: 21st Century Security/defense transformation; AI, autonomy, advanced communications, hypersonics, space; business/digital transformation; sustainability expertise; senior military/government experience .
- Notable expertise provided to the Board: Deep core-customer knowledge from senior military leadership; experience managing large, complex organizations; expertise in executive management, logistics, military procurement and networking .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares owned | 0 (as of Feb 28, 2025) . |
| Director stock units | 402 stock units credited for 2025 annual equity award; unvested units credited Feb 14, 2025 (standard annual award) . |
| Ownership as % of shares outstanding | <1% (no director/NEO/nominee exceeded 1%) . |
| Shares pledged | None (no shares pledged) . |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors . |
| Ownership guidelines | Directors must hold stock equal to 5x annual cash retainer within 5 years; as of Dec 31, 2024, all non-employee directors met or were on track . |
Notes:
- Under plan terms, John Aquilino did not receive a 2024 stock award due to his December 2024 election; directors typically receive their annual equity in February; the 402 stock units noted were credited on Feb 14, 2025 .
Insider Trades
| Date/Item | Filing/Note |
|---|---|
| Section 16(a) reporting | Form 3 for John C. Aquilino (reporting no LMT holdings) was filed one day late due to delays obtaining EDGAR codes; Company identified no other delinquent filings for him . |
Governance Assessment
-
Positives:
- Highly relevant operational and strategic expertise for CBS oversight and Indo-Pacific geopolitical risk; immediate contribution cited by Lead Independent Director .
- Clear independence confirmation; no related person transactions involving Aquilino disclosed .
- Strong director alignment mechanisms (stock ownership guideline; anti-hedging/pledging; deferral options) .
- Board process rigor (100% 2024 attendance; frequent executive sessions; robust risk oversight including AI/cyber) supports board effectiveness .
-
Watch items / potential red flags:
- New director (appointed Dec 2024) — limited on-record ownership to date (402 stock units credited in Feb 2025) given short tenure; monitor guideline progress .
- Minor Section 16 administrative lapse (Form 3 one day late) – low severity but note for completeness .
Overall implication: Aquilino strengthens LMT’s board depth in classified programs and great-power deterrence strategy with no identified conflicts or attendance concerns; alignment should increase as equity accumulates under the director plan .