Robert Lightfoot
LOCKHEED MARTINAbout Robert Lightfoot
Robert M. Lightfoot Jr. is President, Space at Lockheed Martin, serving in the role since January 2022 and with six years of service at the company as of year‑end 2024 . He is 61 years old (as of Jan 28, 2025) and previously was NASA’s Associate Administrator, the agency’s highest‑ranking civil service position (Mar 2012–Apr 2018), and President of LSINC (2018–2019), before joining Lockheed Martin in 2019 . Pay‑for‑performance is anchored to company‑level metrics: Relative TSR (50%), Free Cash Flow (25%), and ROIC (25%) for long‑term incentives, and Sales, Segment Operating Profit, and Free Cash Flow for annual incentives; in 2024, company sales grew 5% to $71.0B with record backlog of $176B and Free Cash Flow of $5.3B, supporting an annual incentive payout factor of 89% and a 120.2% payout for the 2022–2024 LTI cycle .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lockheed Martin Space | President (formerly EVP Space) | Jan 2022–present | Segment leadership since 2022; elevated from VP Ops (Jun–Dec 2021) and VP Strategy & BD (May 2019–Jun 2021) |
| Lockheed Martin Space | Vice President, Operations | Jun 2021–Dec 2021 | Led Space segment operations prior to promotion |
| Lockheed Martin Space | Vice President, Strategy & Business Development | May 2019–Jun 2021 | Directed strategy and BD for Space segment |
| LSINC Corporation | President | May 2018–May 2019 | Led product development/engineering services firm |
| NASA | Associate Administrator | Mar 2012–Apr 2018 | Highest‑ranking civil service role at NASA |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LSINC Corporation | President | 2018–2019 | External operating role prior to Lockheed Martin |
| NASA | Associate Administrator | 2012–2018 | Agency’s top civil service position |
Fixed Compensation
| Metric (USD) | 2024 |
|---|---|
| Base Salary (paid) | $1,033,269 |
| Target Bonus % | 120% of salary (Business Segment Presidents) |
| Target Bonus ($) | $1,194,000 |
| Actual Annual Incentive Paid | $1,062,700 |
Performance Compensation
2024 Annual Incentive — Enterprise Metrics and Results
| Financial Metrics (70% weight) | Weight | 2024 Goal ($) | 2024 Result ($) | Payout | Weighted Payout |
|---|---|---|---|---|---|
| Sales | 20% | 69,250M | 71,043M | 143% | 29% |
| Segment Operating Profit | 40% | 7,340M | 6,851M | 0% | 0% |
| Free Cash Flow | 40% | 6,300M | 6,253M | 96% | 38% |
| Financial Payout Factor | — | — | — | — | 67% |
| Strategic & Operational (30% weight) | — | — | — | 140% | 42% |
| Overall Payout Factor | — | — | — | — | 89% |
| Individual Payout | Base Salary | Target % | Target ($) | Overall Factor | Payout |
|---|---|---|---|---|---|
| Robert M. Lightfoot | $995,000 | 120% | $1,194,000 | 89% | $1,062,700 |
Long‑Term Incentives (Design and 2022–2024 Results)
| LTI Component | Weight | Performance Metrics | 2022–2024 Calculated Payout | Weighted Payout |
|---|---|---|---|---|
| PSUs (stock) | 50% | Relative TSR 50%, Free Cash Flow 25%, ROIC 25% | TSR 164.3%, FCF 101.5%, ROIC 50.7% | 120.2% overall |
| LTIP (cash) | 20% | Same as PSUs | 120.2% overall | 120.2% overall |
| RSUs (stock) | 30% | Time‑based (3‑yr cliff) | n/a | n/a |
| Individual LTI Outcomes (2022–2024) | LTIP Target ($) | LTIP Payout ($) | PSUs Target (#) | PSUs Earned (#) |
|---|---|---|---|---|
| Robert M. Lightfoot | $800,000 | $961,600 | 5,144 | 6,184 |
2024 Equity Grants (as granted Feb 22, 2024)
| Award | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|
| RSUs | 3,007 | $1,283,087 |
| PSUs (Target) | 5,014 | $2,116,961 |
PSU payout range is 0–200% of target; metrics and weights: Relative TSR (50%), Free Cash Flow (25%), ROIC (25%); value caps and negative‑TSR cap apply .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | 2,199 common shares; 8,691 stock units; total 10,890 units; no pledges; <1% of outstanding shares for any NEO |
| Stock Ownership Guidelines | Business Segment Presidents: 3x base salary; must retain net shares until in compliance; unvested PSUs excluded; all NEOs exceeded guidelines as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for all directors, officers and employees |
| Stock Vested During 2024 | 904 shares vested valued at $389,732 (from 2021 grants) |
Outstanding and Unvested Equity (as of Dec 31, 2024; close $485.94)
| Grant | Type | Unvested/Unearned (#) | Market/Payout Value ($) | Vesting |
|---|---|---|---|---|
| 2/23/2022 | RSUs | 3,085 | 1,499,125 | 3‑yr cliff (vested Feb 23, 2025) |
| 2/22/2023 | RSUs | 2,627 | 1,276,564 | 3‑yr cliff (vests Feb 22, 2026) |
| 2/22/2024 | RSUs | 3,007 | 1,461,222 | 3‑yr cliff (vests Feb 22, 2027) |
| 2/22/2023 | PSUs (2023–2025 cycle) | 2,482 (threshold/est.) | 1,206,103 | Earned at end of cycle per metrics |
| 2/22/2024 | PSUs (2024–2026 cycle) | 3,029 (threshold/est.) | 1,471,912 | Earned at end of cycle per metrics |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None (NEOs have no individual employment agreements) |
| Severance (Layoff) | Executive Severance Plan: lump sum equal to 1x base salary + 1x target annual incentive, plus one year of medical/dental/vision and outplacement/relocation (CEO: 2.99x) |
| Change‑in‑Control | Double trigger required for LTI acceleration (CIC plus qualifying termination) unless awards not assumed; accelerated payment for certain non‑qualified pension/deferred comp |
| Restrictive Covenants | Severance conditioned on release of claims and post‑employment non‑compete and non‑solicit covenants |
| Clawbacks | Mandatory SEC/NYSE clawback plus supplemental discretionary clawback for misconduct/reputational harm/IP misappropriation; applies to all variable pay |
| Mandatory Retirement | Company policy: executive officers (other than CEO) retire at 65 (succession planning factor) |
Potential Payments (Dec 31, 2024 scenario values)
| Scenario | LTIP ($) | RSUs ($) | PSUs ($) | Severance ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control (double trigger) | 2,500,000 | 4,452,648 | 7,424,313 | — | 14,376,961 |
| Layoff | — | — | — | 2,229,012 | 2,229,012 |
| Divestiture (pro rata RSUs) | — | 2,788,165 | — | — | 2,788,165 |
Values reflect Dec 31, 2024 stock price ($485.94) and plan‑specified adjustments; LTIP/PSU amounts shown at target for CIC; other terminations receive pro rata payouts at end of cycles per plan .
Compensation Structure Analysis
- Mix and rigor. 2024 target comp for Business Segment Presidents (incl. Lightfoot) was designed around 50th‑percentile market practice with a heavy at‑risk mix (PSUs 50%, RSUs 30%, LTIP cash 20%; annual incentive 0–200% with financial and strategic goals) . Comparator group includes A&D peers (Boeing, RTX, General Dynamics, Northrop, L3Harris, HII) and large industrial/tech firms; 2024 group unchanged from 2023 .
- Goal quality and outcomes. 2024 annual incentive paid below target (89%) driven by 0% payout on Segment Operating Profit (classified program losses), partially offset by strong Sales (143%) and near‑target Free Cash Flow (96%) . For 2022–2024, LTI paid above target (120.2%) on strong Relative TSR (164.3%) and modest FCF performance offset by lower ROIC (50.7%) .
- Governance safeguards. Double‑trigger CIC; no employment contracts or tax gross‑ups; hedging/pledging prohibited; robust clawbacks; strict ownership guidelines; low equity burn/dilution; no dividends on unvested equity .
Performance & Track Record
- Company operating context under his tenure: 2024 sales grew 5% to $71.0B; record backlog $176B; Free Cash Flow $5.3B, supporting continued capital returns (dividends $3.1B; buybacks $3.7B) .
- Space program milestone: Orion spacecraft stacking for Artemis II (Oct 2025); Lightfoot stated, “Our teams have been working tirelessly to finalize these last steps and ensure Orion takes the crew to the Moon and brings them home safely” .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval was 93% at the 2024 annual meeting; the company reports ongoing investor engagement and positive feedback on pay mix/transparency .
- Compensation “best practices” include market‑based targets, caps on incentives (including negative TSR caps), double‑trigger CIC, clawbacks, and anti‑hedging/pledging .
Risk Indicators & Red Flags
- No hedging/pledging (policy‑prohibited) .
- No employment agreements; moderate severance (1x salary+bonus for NEOs) .
- No option repricing or gross‑ups; double‑trigger CIC for equity .
- Perquisites: personal aircraft use for Lightfoot was $31,614 in 2024 (immaterial versus total comp) .
- Pension/SERP: none reported for Lightfoot (no accrued pension benefits) .
Vesting Schedules & Potential Selling Pressure
| Grant | Shares | Vest/Event Date | Note |
|---|---|---|---|
| 2022 RSUs | 3,085 | Feb 23, 2025 | 3‑year cliff; $1,499,125 value at 12/31/24 |
| 2023 RSUs | 2,627 | Feb 22, 2026 | 3‑year cliff; $1,276,564 value at 12/31/24 |
| 2024 RSUs | 3,007 | Feb 22, 2027 | 3‑year cliff; $1,461,222 value at 12/31/24 |
| 2023 PSUs | 2,482 (threshold/est.) | End of 2023–2025 cycle | Earn‑to‑outcome based on TSR/FCF/ROIC |
| 2024 PSUs | 3,029 (threshold/est.) | End of 2024–2026 cycle | Earn‑to‑outcome based on TSR/FCF/ROIC |
Observations: RSU cliffs in Q1 of 2025/2026/2027 create predictable liquidity windows; PSUs add outcome‑dependent variability. Ownership guideline compliance and the anti‑hedging/pledging policy limit misalignment risk .
Compensation Peer Group (Benchmarking)
- 2024 comparator group included (selected): Boeing, RTX, General Dynamics, Northrop Grumman, L3Harris, HII, plus large industrials/tech (Caterpillar, Deere, Eaton, Honeywell, IBM, Cisco, UPS, FedEx, etc.); 2025 group removed GE Aerospace and Dow due to survey participation changes .
Investment Implications
- Alignment: High proportion of at‑risk, performance‑conditioned pay (PSUs/LTIP 70% of LTI) tied to TSR, FCF, and ROIC promotes long‑term value creation; strict ownership rules and anti‑hedging/pledging strengthen alignment .
- Retention: Moderate severance, double‑trigger CIC, multi‑year unvested equity across 2025–2027, and ownership requirements reduce near‑term flight risk; note the corporate policy retirement age of 65 for executive officers as a medium‑term succession consideration .
- Trading signals: RSU cliffs in Feb 2025/2026/2027 could coincide with 10b5‑1‑driven sales; 2022–2024 LTI paid at 120.2% reflects strong TSR performance, but 2024 annual incentive (89%) shows operating sensitivity (SOP loss) that could pressure future payouts if unresolved .
- Governance quality: No employment agreements, no CIC gross‑ups, robust clawbacks, and strong say‑on‑pay support (93%) mitigate headline risk and support investor confidence in pay‑for‑performance .