Thomas Falk
LOCKHEED MARTINAbout Thomas J. Falk
Independent Lead Director at Lockheed Martin (director since 2010), age 66. Retired Chairman & CEO of Kimberly‑Clark; elected by independent directors as Lead Director following his predecessor’s 2024 retirement. As Lead Director, he chairs the Nominating & Corporate Governance Committee and serves ex officio on all Board committees, with defined authorities over agendas, executive sessions, investor communications, and succession/board refreshment. The Board determined he is independent under NYSE standards; all directors are independent except the CEO .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Kimberly‑Clark Corporation | Executive Chairman | Jan 2019 – Dec 2019 | Led board transition and oversight . |
| Kimberly‑Clark Corporation | Chairman & CEO | 2003 – Dec 2018 (CEO since 2002) | Led global operations, capital markets, strategy . |
| Kimberly‑Clark Corporation | President & COO | 1999 – 2002 | Managed enterprise operations . |
| Federal Reserve Bank of Dallas | Chairman (prior experience) | Not disclosed | Board leadership experience cited by LMT when electing him Lead Director . |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None . |
| Public company boards (last 5 years) | None . |
Board Governance
- Independence and attendance: Board reports 100% attendance at Board and committee meetings in 2024; Falk is independent under NYSE standards (all directors independent except CEO) .
- Leadership and responsibilities: Lead Director authorities include chairing independent director executive sessions, approving Board/committee agendas and schedules, leading board/CEO performance feedback, overseeing board refreshment and self‑assessment, serving as primary investor contact, and calling special meetings; he is Governance Committee Chair and ex officio on all committees .
- Committee assignments:
- Current: Chair, Nominating & Corporate Governance .
- 2024 rotations: Ceased service on Audit and Compensation Committees in May 2024 as part of refresh; Audit chair role transitioned; committees fully independent .
- Engagement: Independent directors met in executive session at every 2024 Board meeting; Lead Director channels investor input to the Board; stockholders may contact the Lead Director at [email protected] .
- Overboarding and ownership: Directors may serve on ≤4 public company boards; directors must reach stock ownership of 5× annual cash retainer within 5 years; as of 12/31/24 each non‑employee director met or is on track .
Fixed Compensation
| 2024 Director Pay (USD) | Amount |
|---|---|
| Cash fees (annual retainer + Lead Director/committee chair retainers) | $234,918 |
| Equity retainer (stock units; grant‑date fair value) | $170,000 |
| Total 2024 compensation | $404,918 |
| Annual Director Pay Structure | Amount/Terms |
|---|---|
| Cash retainer | $170,000 per year (paid quarterly) |
| Equity retainer | $170,000 in stock units (granted annually) |
| Design | Board set changes effective 1/1/2023; no 2024 changes; above‑median approach reviewed biennially; Meridian as independent advisor |
Performance Compensation
- Non‑employee directors do not receive performance‑conditioned pay; equity is time‑vesting stock units; no options are currently granted per Board resolution since 2014 .
| Equity Details | 2024 Grant | Vesting | Notes |
|---|---|---|---|
| Stock units credited (per independent director, excluding noted exceptions) | 401.7773 units at $423.12 ($170,000 grant‑date fair value) on Feb 15, 2024 | 50% on Jun 30, 2024; 50% on Dec 31, 2024 | Dividend equivalents accrue as additional stock units; no voting rights pre‑distribution . |
| 2025 annual equity award (credited Feb 14, 2025) | 402 units credited for all directors except Gen. Carlson (134) | 50%/50% subsequent schedule per plan | Included in “Stock Units” balances as of Feb 28, 2025 . |
| Options | None (Board resolution to use stock units only since 2015) | — | — |
| Deferral features | Cash fees deferrable into plan options or LMT stock units; equity payable at termination (or earlier if guidelines met) in lump sum or up to 20 installments |
Other Directorships & Interlocks
| Type | Entity | Role | Interlock/Conflict Note |
|---|---|---|---|
| Public company (current) | — | — | None . |
| Public company (last 5 years) | — | — | None . |
No Lockheed Martin–disclosed related‑person transactions involving Falk; the only 2024 related‑person transaction disclosed pertains to another director’s family member employment; governance policy requires pre‑approval and prohibits transactions inconsistent with stockholder interests .
Expertise & Qualifications
- Core competencies and strategic skills: Chairman/CEO leadership, financial expertise, business/digital transformation, international expansion, M&A, operational execution and efficiency, supply chain excellence, and sustainability expertise .
- LMT cited his experience leading boards at Kimberly‑Clark and the Federal Reserve Bank of Dallas, and his strategic perspective on global trends and transformation, in electing him Lead Director .
Equity Ownership
| As of Feb 28, 2025 | Shares/Units | Notes |
|---|---|---|
| Common stock | 5,250 | Held via family limited partnership . |
| Stock units | 14,768 | Includes vested units (to be paid in cash per election) and 402 unvested units from 2/14/2025 award . |
| Total | 20,018 | No director/NEO owns ≥1% of shares; Falk <1% . |
| Pledged shares | None pledged | Company prohibits hedging/pledging and confirms none pledged in the ownership table . |
| Ownership guideline status | Directors must own ≥5× cash retainer within 5 years; all met/on track as of 12/31/24 . |
Governance Assessment
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Strengths signaling board effectiveness and alignment:
- Strong independent leadership: Falk’s Lead Director role has explicit authorities across agendas, executive sessions, investor outreach, succession, and ex officio committee coverage; elected unanimously by peers .
- Independence and engagement: Independent status; Board and committee attendance 100% in 2024; frequent executive sessions led by Lead Director .
- Pay alignment: Balanced cash/equity with mandatory stock units and robust ownership requirements; no options; time‑based vesting; ability to defer; structure reviewed with independent advisor; no 2024 increases .
- Ownership/controls: Meaningful ownership; no pledging; <1% beneficial ownership; compliance with stock ownership guidelines .
- Conflicts oversight: No related‑party exposure disclosed for Falk; transparent policy and pre‑approval/ratification process in place .
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RED FLAGS
- None disclosed specific to Falk. No pledging, no related‑party transactions involving him, no overboarding concerns, and full attendance were reported .