John Donovan
LOCKHEED MARTINAbout John M. Donovan
Independent director since 2021 (age 64), Donovan is the retired CEO of AT&T Communications with prior CTO and strategy leadership roles at AT&T. He chairs Lockheed Martin’s Management Development & Compensation Committee and serves on the Classified Business & Security Committee. His core credentials include 5G/digital networking, AI/ML, large-scale operations, and cybersecurity, including service as chair of the President’s National Security Telecommunications Advisory Committee (2019–2023) and leadership engagement with CISA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Communications, LLC | Chief Executive Officer | 2017–2019 | Led major telecom operations; oversaw network ops and big data orgs . |
| AT&T | Chief Strategy Officer & Group President, Technology & Operations | 2012–2017 | Drove digital/business transformation initiatives . |
| AT&T | Chief Technology Officer | 2008–2012 | Directed technology strategy including transition to 5G . |
| U.S. Government (NSTAC) | Chair, President’s National Security Telecommunications Advisory Committee | 2019–2023 | National-level telecom security advisory leadership . |
External Roles
| Organization | Role | Tenure | Board Committees/Focus |
|---|---|---|---|
| Palo Alto Networks, Inc. | Lead Independent Director | 2012–present | ESG & Nominating (Co-Chair); Security (Chair); Compensation & People . |
Board Governance
- Independence: Board determined Donovan is independent; all committees are fully independent. Only the CEO is non-independent .
- Committee roles: Chair, Management Development & Compensation (3 meetings in 2024; strategic pay, compensation risk oversight). Member, Classified Business & Security (3 meetings in 2024; oversight of classified programs/security) .
- Attendance: 100% Board and committee attendance in 2024 (six Board meetings) .
- Engagement: Compensation Committee Report is signed by Donovan as chair; say‑on‑pay received >93% approval in 2024 .
- Lead Director/oversight context: Board has a strong independent Lead Director model; Donovan listed among committee chairs in the leadership overview .
| Committee | Role | 2024 Focus Areas | 2024 Meetings |
|---|---|---|---|
| Management Development & Compensation | Chair | CEO/executive pay, pay-for-performance, incentive risk, clawbacks | 3 |
| Classified Business & Security | Member | Classified program operational/financial risk; personnel/facility/data security | 3 |
Fixed Compensation
Directors receive cash and equity retainers; last set effective Jan 1, 2023: $170,000 cash, $170,000 equity annually .
| Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 162,500 | 162,500 | 1,000 | 326,000 |
| 2023 | 190,000 | 170,000 | 1,000 | 361,000 |
| 2024 | 200,000 | 170,000 | 1,000 | 371,000 |
Notes:
- The 2024 cash total reflects the annual cash retainer plus committee chair retainer; the equity award is stock units under the Directors Equity Plan .
- Directors may defer cash fees via the Directors Deferred Compensation Plan .
Performance Compensation
- No options or performance-conditioned equity for directors; annual stock units vest 50% on June 30 and 50% on December 31 following grant; no dividends on unvested units; dividend equivalents accrue as stock units .
- 2024 grant for Donovan: 401.7773 stock units (grant-date fair value $170,000; grant date Feb 15, 2024), fully vested by year end .
| Grant Year | Grant Date | Units Credited | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 2024 | Feb 15, 2024 | 401.7773 | $170,000 | 50% 6/30/2024; 50% 12/31/2024 |
Policies:
- Clawbacks: Mandatory SEC/NYSE policy plus supplemental misconduct clawback covering all variable pay (executives; directors not subject to variable pay), disclosed for committee oversight context .
- Anti-hedging/pledging: Prohibited for all directors; no shares pledged .
Other Directorships & Interlocks
| Company | Sector Overlap/Interlock Considerations | Notes |
|---|---|---|
| Palo Alto Networks | Cybersecurity vendor; LMT oversees cybersecurity risk at Board level | Board determined independence; related party transactions policy reviewed annually; no Donovan-related transactions disclosed . |
Independence assessment noted general relationships (including “family member’s employer” for Donovan in 2023 review) deemed immaterial to independence .
Expertise & Qualifications
- Technology and innovation leadership: 5G networks, AI/ML, software development, supply chain, and large-scale network operations .
- Cybersecurity: Lead Independent Director at a leading cybersecurity company; CISA committee leadership experience, supports oversight of cyber threats .
- Operational excellence: Oversight of global operations and execution from AT&T roles .
- Defense transformation alignment: Skills mapped to 21st Century Security (AI, autonomy, advanced comms) .
Equity Ownership
As of Feb 28, 2025 (rounded):
- Beneficial ownership: 4,704 common shares; 1,310 stock units; total 6,014; no shares pledged; no individual director >1% ownership .
- Director ownership guidelines: 5x annual cash retainer to be met within 5 years; as of Dec 31, 2024, each non-employee director met or was on track .
| Holder | Common Shares | Stock Units | Total | Pledge Status |
|---|---|---|---|---|
| John M. Donovan | 4,704 | 1,310 | 6,014 | None |
Distribution/Elections:
- Vested stock units typically distributed at termination in shares or cash, lump sum or installments; early distribution election available after meeting ownership guideline .
Insider Filings
| Filing Type | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement) | Oct 28, 2021 | Reported as director; no non-derivative securities beneficially owned at time of appointment . |
No Form 4 transactions were identified in the provided documents.
Governance Assessment
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Strengths:
- Independent director with deep cyber and digital transformation expertise directly aligned to LMT’s strategic risk areas (AI, cybersecurity, 5G) .
- Chairs Compensation Committee; program received strong say‑on‑pay support (93% in 2024), indicating investor confidence in pay governance under his oversight .
- 100% attendance; engaged oversight on classified programs and incentive risk .
- Ownership alignment: Meaningful share/unit holdings; anti‑hedging/pledging; director stock ownership guidelines and compliance/on‑track status .
-
Potential watch items:
- External board at a cybersecurity company (Palo Alto Networks): while independence affirmed and no related-party transactions disclosed, monitor for any evolving commercial relationships or overlaps in cyber engagements; Board’s related-party policy and annual independence reviews mitigate risk .
- Multiple commitments: Within policy limits (max four boards); currently LMT + PANW; ongoing Governance Committee oversight of director commitments reduces overboarding risk .
Compensation Committee process and benchmarking:
- Uses market 50th percentile benchmarking, Aon survey, independent consultant Meridian; comparator group includes aerospace/industrial peers; no option repricing, strict clawbacks and anti‑hedging/pledging .
Overall signal: Donovan’s cyber/AI/5G domain expertise as Compensation Chair and CBS member enhances Board effectiveness in high-priority risk areas and supports investor confidence through strong attendance, transparent pay governance, and robust independence safeguards .