Patricia Yarrington
LOCKHEED MARTINAbout Patricia E. Yarrington
Patricia E. Yarrington, age 68, has served as an independent director of Lockheed Martin since 2021. She is Chair of the Audit Committee and a member of the Classified Business and Security (CBS) Committee, bringing deep CFO leadership experience from Chevron and extensive expertise in public company accounting, risk management, disclosure and financial systems management; the Board identifies her with financial expertise and transformation skills . The Board determined she is independent; directors had 100% attendance at Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Vice President & Chief Financial Officer | 2009–2019 | Led financial operations aspects of digital and business transformation |
| Chevron Corporation | Vice President & Treasurer | 2007–2008 | Finance leadership |
| Chevron Corporation | Vice President, Policy, Government & Public Affairs | 2002–2007 | Regulatory & policy oversight |
| Chevron Corporation | Vice President, Strategic Planning | 2000–2002 | Corporate strategy |
| Chevron Phillips Chemical Company LLC | Director | Not disclosed | Joint venture governance oversight |
| Federal Reserve Bank of San Francisco | Board Chair | 2013–2014 | Board leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxar Technologies, Inc. | Director | 2021–2023 | Not disclosed |
| Other public company boards (current) | — | — | None |
Board Governance
- Committee assignments: Audit Committee Chair (since May 2024) and CBS Committee member; Audit Committee met 4 times in 2024 and CBS met 3 times .
- Audit scope: Oversees financial statement integrity, compliance, internal audit plan, enterprise risk management; directly responsible for appointment and oversight of EY; Yarrington signed the Audit Committee Report recommending inclusion of 2024 financials in the 10-K and reappointment of EY for 2025 .
- Independence and expertise: All committee members are independent; all Audit members (including Yarrington) meet SEC criteria as “audit committee financial experts” .
- Attendance: All directors had 100% attendance at Board and assigned committee meetings in 2024 .
- Executive sessions and oversight: The Board holds regular independent director executive sessions; committee charters reviewed annually; the Board’s risk oversight covers cybersecurity and AI; Audit reviewed AI use in auditing and accounting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $193,269 | Includes annual retainer and Audit Chair retainer (partial year from May 2024) |
| Stock Awards (2024) | $170,000 | 401.7773 stock units; grant date Feb 15, 2024 at $423.12; vests 50% on Jun 30, 2024 and 50% on Dec 31, 2024 |
| All Other Compensation (2024) | $2,000 | Matching gifts/perqs; perqs did not exceed $10,000 |
| Total (2024) | $365,269 | Sum of above |
Director compensation structure:
- Annual cash retainer: $170,000; Annual equity retainer: $170,000 in stock units under the Directors Equity Plan; equity vests 50% mid-year and 50% year-end and is distributed at termination (or earlier if guidelines met) .
- Consultant: Meridian Compensation Partners advised the Governance Committee; no changes to director pay in 2024; last changes approved September 2022, effective January 1, 2023 .
Performance Compensation
| Grant Date | Units Granted | Grant-Date Fair Value | Vesting | Source |
|---|---|---|---|---|
| Feb 15, 2024 | 401.7773 stock units | $170,000 | 50% on Jun 30, 2024; 50% on Dec 31, 2024 | |
| Feb 15, 2023 | 353.7908 phantom stock units | Not disclosed | Plan vesting terms apply | |
| Jan 31, 2022 | 417.5982 phantom stock units | Not disclosed | Plan vesting terms apply | |
| Jul 1, 2021 | 249.3074 phantom stock units | Not disclosed | Plan vesting terms apply |
Notes:
- There were no outstanding unvested stock units as of December 31, 2024 under the Directors Equity Plan; 2025 awards were credited in February 2025 per plan .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Maxar Technologies (2021–2023) |
| Interlocks/related parties | No related-person transactions involving Yarrington disclosed; Board policy requires pre-approval and prohibits inconsistent transactions |
Expertise & Qualifications
- CFO leadership experience; financial expertise; risk management; disclosure; financial systems management from her role as Chevron CFO .
- Identified by LMT Board for “Financial Expertise,” “Business and Digital Transformation,” “Operational Execution & Efficiency,” “International Business Expansion,” “M&A Expertise” .
- Audit Committee financial expert; Audit Chair role underscores oversight strength .
Equity Ownership
| As of Feb 28, 2025 | Shares/Units | Notes |
|---|---|---|
| Common Stock | 1,098 | Includes shares payable at termination from vested units elected in stock |
| Stock Units | 814 | Includes vested and unvested director units; distribution generally at termination or per early-election rules |
| Total | 1,912 | No director beneficially owned >1%; no shares pledged |
Stock ownership guidelines:
- Non-employee directors must own at least 5x the annual cash retainer within 5 years; all non-employee directors met or are on track as of Dec 31, 2024 .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Post-Transaction Units | Security | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-02-19 | 2025-02-14 | A (Award) | 401.7108 | 1,912.4402 | Phantom Stock Units | |
| 2024-02-20 | 2024-02-15 | A (Award) | 401.7773 | 1,472.2886 | Phantom Stock Units | |
| 2023-02-17 | 2023-02-15 | A (Award) | 353.7908 | 1,042.0319 | Phantom Stock Units | |
| 2022-02-02 | 2022-01-31 | A (Award) | 417.5982 | 670.7679 | Phantom Stock Units | |
| 2021-07-06 | 2021-07-01 | A (Award) | 249.3074 | 249.3074 | Phantom Stock Units | |
| 2021-06-09 | 2021-06-01 | Form 3 | — | 0.0 | No securities beneficially owned at time of filing |
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Yarrington Election (2025) | 159,929,746 | 3,597,248 | 2,623,201 | 36,684,562 |
| Say-on-Pay (2025) | 151,665,491 | 11,565,374 | 2,919,329 | 36,684,562 |
| Auditor Ratification (2025) | 195,765,993 | 5,630,823 | 1,437,605 | — |
The Board reports year‑round investor engagement and robust governance practices; independent director executive sessions are routine; overboarding limits and stockholder rights are delineated (proxy access, special meetings) .
Governance Assessment
- Board effectiveness: Yarrington’s Audit Chairmanship, financial expert designation, and signature on the Audit Committee Report indicate strong oversight of financial reporting, ERM and auditor independence; Audit focus areas included AI in auditing—aligned with emerging risks .
- Independence & alignment: Independent status, 100% attendance, adherence to director ownership guidelines, and no pledging support investor alignment .
- Compensation alignment: Director pay is balanced cash/equity with vesting cadence; equity retainer paid in stock units and distributed post-service, aligning with long-term stockholder interests; program reviewed by independent consultant .
- Conflicts & related-party exposure: No related-person transactions involving Yarrington disclosed; Board policy mandates pre-approval and prohibits inconsistent transactions .
- Shareholder signals: Strong re-election support and Say-on-Pay approval in 2025 reinforce investor confidence .
RED FLAGS: None disclosed for Yarrington.
Watch items: Continued monitoring of committee workload and independence; early-payment elections under Director Equity Plan should remain aligned with ownership guidelines .