Episode 387: F-35: The Inside Story of the Lightning II

In today’s episode, the inspiring Betsy Clark and Tom Burbage join us for a great conversation about leadership, management, and the keys to building high-performing teams, inspired by the story depicted in their book “F-35: The Inside Story of the Lightning II,” where they gift us with an inside look to the creation of the most advanced aircraft in the world.

Steve Shallenberger: Welcome to all of our Becoming Your Best Podcast listeners wherever you may be in the world today. This is your host, Steve Shallenberger. We have two special guests with us today. Our first guest participated in a US Department of Defense review of the F-35 Program following the Nunn-McCurdy breach in 2010 and in seven subsequent F-35 reviews for the Australian Defense Department. Our second guest was Lockheed’s general manager for the F-35 program from 2000 to 2013, earning numerous awards including the U.S. Naval Academy/Harvard Business Review Award for Ethical Leadership. So welcome Betsy Clark and Tom Burbidge. Welcome Betsy Clark & Tom Burbage! 

Tom Burbidge: Thank you, Steve. 

Betsy Clark: Thank you, Steve. A pleasure to be here. 

Steve Shallenberger: Before we get started, I’d like to tell you just a little bit more about both Betsy and Tom. Betsy has spent the past 40 years assessing complex programs in the US and Australia. She received her Ph.D. in Cognitive Psychology from the University of California, Berkeley. Tom was a Naval Aviator prior to being Lockheed’s general manager, accumulating more than 3,000 hours in 38 different types of military aircraft, and retired as a Navy Captain in 1994. So, before we get going, I’d like to invite, first, Tom to just take a few minutes and share about your background and how did you end up where you were. Did you have any turning points in your life that had a big impact? And then we’ll do the same for Betsy. And then we’re going to jump right into our questions. In our pre-show, I shared with Tom and Betsy that two of our sons were F-16 fighter pilots. And if they would have stayed longer in the Air Force, they would have certainly gone into the F-35s. What an extraordinary aircraft. And I know we’ll talk about that before we get far. But Tom, why don’t you start us off? We’ll go to Betsy. And then I’ve got a whole bunch of questions I want to ask you. 

Tom Burbidge: That’s super. I started as a Navy Junior, my father was a naval aviator. Actually, the first one of his family to ever even go to college went to the Naval Academy. I had a brilliant career as a naval aviator. Most of my role models role growing up were naval aviator. So, that’s kind of what I wanted to do. So, I went to the Naval Academy, became a pilot, and had the great fortune of being able to go through the test pilot school. But that number 38, it’s always so impressive in resumes because you get to fly a lot of different stuff there. It was a great learning experience. It’s really applied engineering in a flight environment. You learn an awful lot about aerodynamics and engineering. I went to work for Lockheed Martin in 1980. And I went through a series of steps as I went through that process. I began in Burbank, California, wound up running the F-22 program for a number of years prior to the F-35. So I’ve had the great experience of working with pilots from all three services with test pilots from everywhere in the world and watching those two airplanes. If you’ve seen either of them, or both of them fly, they are the premier two fighters in the world today. So, that’s my background. A lot of lessons learned in the military that carries directly over to an industry and we’ll talk about more of that as we go. 

Steve Shallenberger: Well, congratulations. Thanks for all you’ve done, Tom. Wow!  

Tom Burbidge: Thank you.  

Steve Shallenberger: Betsy! 

Betsy Clark: So, as you mentioned, Steve, my PhD was in cognitive psychology. So that is the study of how people learn, remember, and comprehend. I was trained to conduct experiments on people to do that. And in my first job, I was really trained to do academic work. But I heard about this group in Arlington, Virginia outside of Washington, DC, that was doing controlled experiments on programmers. And this really dates me, but back in the day of Mainframe, things were just transitioning from punch cards to interactive computing on those mainframes. But the main thing that was happening is software was becoming the expensive part of developing systems because hardware was getting much less expensive. And so there was a real interest in how can we make programmers more productive. I joined that group, and about six months later, my boss moved on to another company, I lead the group. I enjoyed it but I don’t think I was the greatest manager; I think I’m a great researcher though and a collector of data. So, after four years, I left General Electric and formed my own company, Software Metrics Incorporated. And I moved from getting measures on individual programmers to entire projects. So, do software projects have the numbers to know where they are, when they’re going to be finished, etcetera? And as part of that, I was affiliated with the Institute for Defense Analyses, a nonprofit set up by Congress to provide advice to the Office of the Secretary of Defense. I did a number of reviews of defense programs, I loved that work, I really did. And my job was to be as objective as possible. So, I did that over the years.  

Betsy Clark: Flash forward to 2010, that was my first review of the F-35. Following on what was called the Nunn-McCurdy breach, which is a cost threshold that gets breached, and then the hordes come in to review it. So I was part of that review. And then subsequently, a year and a half later, I went back as part of an Australian group to assess the program and went back and did another six or seven reviews. And I’ll tell you what happened over that time is the media coverage of the F-35 was terrible. If you read the papers or anything online, it sounded like the biggest disaster. And what I was seeing in Fort Worth, where most of this work was being done, was a group of very dedicated people doing an incredibly complex job. And Tom can probably talk much better about all the ways this is cutting-edge in terms of technology, in terms of stakeholders, there are nine partner countries, there is a worldwide supply chain. People just don’t understand what’s being done and the incredible capability of this aircraft. So, that was really my background. And then I can move into, if you want, the genesis of the book from that. But that was my background that was relevant to the F-35. 

Steve Shallenberger: Tom, for the benefit of our listeners, some are probably very tuned into aviation — like our family is definitely addicted — others may not be quite as familiar, tell us about the F-35 before we jump in. And then I’d like to ask Betsy, if you don’t mind, why write a book on F-35? 

Tom Burbidge: Well, the F-35 came out of a list of almost impossible requirements. Each of those individual services was developing its own airplane at one point in time, and it was a wind-down of conflict. And there was a desire to combine those into a single airplane, which hadn’t really been done before. There have been airplanes flown by all three services, but they weren’t designed to be optimized around that. But the thought was that the technology was finally here, there was quite a big buildup of technology, all the way down to the individual centers and to the way the airplane would be manufactured, that had all taken place ahead of time. And then there was a competition among three major prime contractors and a couple of other large companies were teamed with them that went into essentially a fly-off. It wasn’t labeled to fly off; it was more of a demonstration of what you’re proposing. And Lockheed was awarded the winner of that. But as the program has progressed, the airplane has become more and more than an airplane. In many ways, your iPhone is not a Telephone. The telephone has to be one of the features on your phone that you carry around in your hand. But it’s not your telephone, it’s your computer, it’s your photograph albums, it’s everything else. So, the F-35 really became much more than an airplane. And that was one of the things that was very challenging in the beginning. You mentioned your sons are F-16 guys. The F-16 communities and the F-18 communities, we’re all used to Air-to-Air Combat, how fast can I turn an airplane? Can I get behind the other guy? Not really thinking forward ahead, 10 years from now. It’s actually been 20 years since we got the contract, and the world is a different place today. The battlefield is an internet system. You want to be a node that can contribute to that process of fighting future wars. You want to be able to bring allies into the fight. All those requirements were combined. Probably the most difficult one was one of the airplanes had to be able to land vertically, basically, replace the Harrier for the Marine Corps. And combining the technologies in the aerodynamics of a supersonic, stealthy STOVL (short takeoff and vertical landing) airplane into one platform had never been really attempted before. So, getting those three performance-related features into the airplane and then coupling in all the other technologies is where we are today. 

Steve Shallenberger: Oh, great summary. Thank you so much, Tom. Betsy, why write a book about F-35s now? And by the way, to broaden listeners, Tom and Betsy are just releasing a book coming up in the next few weeks, called The F-35: The Inside Story of Lightning II. So, tell us about the book. 

Betsy Clark: So, Steve, the official release date is July 18. It’ll be coming out very shortly. So, as I said, in doing these reviews, my colleague, who is doing that from Australia — his name is Adrian Pittman. He’s one of the authors on the book. As we went back and did subsequent reviews, we could just see this disconnect between these fantastic things, and very complex things, being done in the negative medium. We said, “Somebody with an objective opinion needs to write the story of this because it is not getting out. It is not understood outside of the people doing the work.” Our initial idea was, “Let’s write a management case study.” I had done such a case study on the Super Hornet about 10 years earlier for the Department of Defense; Super Hornet, F-18 was a very successful acquisition. So, my idea was to do the same thing for the F-35. What we did is approach Lockheed Martin, and we said, “We don’t want any monetary support. But we really would like to be able to speak to the key people involved in this program and get their advice.” We started interviewing people. And one of the people that was suggested that we interview was this guy, Tom Burbidge. Tom had retired at the time, he was down in Georgia. And people said, “He has a wealth of knowledge.” He was the general manager for 13 years on this program, and he was the general manager of the F-22. So, we went down and talked to Tom. Tom said, “You know, I have a vast archive.” He had the knowledge going way back to the program — way before the contract was even awarded to Lockheed Martin. So, he joined forces with us. And suddenly, it changed from being what would have been probably a kind of boring technical management case study to a general interest, human story of the book.  

Betsy Clark: So, we expanded the number of interviews. We interviewed over 100 people for this book. We interviewed people from all nine partner countries. We interviewed air chiefs, chiefs of defense, the people involved in doing the work, pilots, test pilots, engineers, you name it. It really became the human story. It took us a number of years. But I think it’s very timely to come out now. This aircraft, this system, this platform is really proving itself. And it has exceeded expectations. The people who love it are the pilots, the people who put their life on the line. I know two personally, one was from the Super Hornet F-18, another F-16 pilot who at the beginning, when he heard about it, said, “I’m never gonna fly that thing.” Well, now he’s an instructor for the F-35. So, what happens is these guys often go into simulations. And once they are flying their F-16s or their Super Hornets, they cannot see the stealthy F-35 on their radar. It’s been described as being “clubbed like baby seals.” It is just so frustrating for them. And then, light bulbs go off, and they’re like, “I want to be part of this plane.” So, it really is proving itself. And I think it’s just very timely for people to understand the complexity, the accomplishments, and the human story. We really tried very hard to make it a human story. So, we cover the technical, but it is very much the human. 

Steve Shallenberger: Betsy, what will our listeners learn from this book? What are some of the insights people will gain? 

Betsy Clark: I think, first of all, just the history of what was the original vision of the F-35 and how complex was that vision – in terms of having our nine closest allies being able to actually pay into the development, to have a say at the table, and to be part of the supply chain. How complex that was, and then the technical advancements that we talked about, and just the capabilities of that plane. There’s a lot that’s classified we could not go into. But I think they’ll get a sense of how this is transformational. This really does change how combat is done. It was designed right from the beginning for allied forces, for both the tri-service in the USA and then also for our partners to be able to communicate and share information because that’s how combats are fought. And they have been since World War One. So, I’d like them to get an appreciation of how transformational it is, how capable it is, how important it is, how difficult it is, and what a huge accomplishment it was. In that, it wasn’t done perfectly, but it’s something we can be very proud of. And I, personally, as a US citizen, am very proud that the F-35 was fielded because there could have been times that it could have been canceled. There was a lot of critics of it. 

Steve Shallenberger: And, Tom, I’ve got another question for you. So, it sounds to me, there are really amazing lessons in this book that anybody — whether you’re interested in aviation or not — can gain that’s applicable anywhere. Would you see it that way? 

Tom Burbidge: I do, Steve, and there’s been a lot of interest at an academic level, both university level and defense universities. They’re now getting interested in the book because it’s a lot more than about an airplane. It’s about how do you build a corporate culture between three prime contractors neither one of which wants to be a subcontractor. How do you build that team? How do you build the global operational team with huge leadership on the part of the military? How do the Northern European NATO standard F-16 operators become F-35 operators because they’re quite different? The changing world has also generated some new alliances. If you think about the melting of the Arctic, and the aggressiveness in the South China Sea, both of those now have alliances that are composed primarily of F-35-type capabilities. There was a book that came out by a guy named Peter Womack years ago about Lean engineering; it was called “A Machine to Change the World”. If there’s a military machine that’s changing the world, it’s probably the F-35. 

Steve Shallenberger: I’m really excited to read this book for that reason. I’m sure I’m gonna pick up a lot of insights just about leadership and management. And maybe we could talk about the difference. But initially, when the F-35 came out, the program seemed to be in trouble. At least publicly, there seemed to be a lot of bugs and over costs. But today, it’s an amazing machine. And the end game has really been extraordinary, quite remarkable. So, how did you take it from the brink, maybe a failure, to being an extraordinary success? What’s been your perspective on that? 

Tom Burbidge: To me, it comes down to just one thing, and that’s it. We had some really outstanding leaders on the government side of the ledger, and on the industry side of the ledger, and they were absolutely committed — a great personal sacrifice, in many cases — to make this program work and make it a success. You don’t start a program like this, with everything being off the shelf. There were still some technical breakthroughs that had to happen. There was still this software challenge that Betsy referred to that had to happen. There’s just a lot of things that had to happen over the course of time. And if you think about it, the teenage years of this program were right in the middle of the rise of social media, and every armchair quarterback that wanted to put his opinion on the web, suddenly, it was a global issue. So, we had critics in the Netherlands partnered up with critics in Australia, and a lot of the angst in the program was fighting the criticisms that were coming out, as Betsy referenced earlier, that were somewhat unfounded and untrue. So, we were fighting a real battle, trying to get the program launched and get all the bugs worked out and things like that. We were fighting a second-level battle, trying to get awareness of where the program really was because there were lots of opinions on where maybe it wasn’t.  

Steve Shallenberger: You brought up a great point; one of the things that really helped see it through was leadership. I agree that is a defining quality that makes a difference. We’ve seen that over and over throughout history. What’s been your experience with this program, Tom, between leadership and management? How do you balance those, right? 

Tom Burbidge: That’s right. And both of them are necessary. But I have my own short definition. A pure manager can look at data and make decisions to improve the trend where that data may be going. “I can do this, and I can have a more positive outcome over here.” A leader is a person that can make ordinary people do extraordinary things. And there’s an inspiration and motivational factor around leadership that’s not necessarily resident in the manager’s domain, but the manager’s domain has to be part of a talented group of leaders that are leading a big program like this. It really is that ability to get the most out of people. At the same time, understand and respect that each one of them makes them invaluable contribution. 

Steve Shallenberger: Wonderful insight. Betsy, here’s a question from you: From your experience and working with this, what are some of the most important traits of leadership that you saw that really created, was a game-changer to help things move forward and stay on track? What’s been some of the takeaways you’ve seen that have been most important, would you say? 

Betsy Clark: One of the most important ones, I would say, in the darkest days of the F-35. And that was around the 2010-2011 period. And as the book explains, in 2004, there was a realization that the weight of that STOVL—that vertical landing aircraft—was getting too heavy. Lockheed really started with what they thought the easiest one was, which was the Air Force, the conventional take-off and landing. It was sort of a “walk, then run”. But they realized that weight is so critical on that STOVL because when you do vertical landing, it can’t be overweight; you’ve got a certain amount of thrust to be able to keep it up. So, there was then a redesign that took time, and that did suck out some money and moved over some money from the software in order to do that. So, at the first time that I really looked at the F-35 software was hurting, there was a guy named Jeff Morris. And Jeff is one of many heroes on this project. But as an example: Jeff was brought in, his whole career was turning around troubled programs, and he understands complex software development. So, what he did is he arrived in Fort Worth, the very first thing he did—the very first day—was to have his administrative person set up interviews with 40 engineers, and he just listened to them. And he said, “What’s holding you back? What are your bottlenecks? What should be my priorities?” He listened to them. And then he convened all of them together and said, “Did I get this right?” First of all, he listened to them, and then he implemented some changes to really make them more productive. And the other thing that he always was willing to do was listen to bad news. He wanted to know the bad news. And I have seen that with good leaders. They don’t go ballistic. Because if they go ballistic, they don’t hear it, they have to hear it. So, what Jeff always said is, you react to calm news, bad news, horrible news, and good news the same way—calmly. And I think that is one of the things I’ve observed about really good leaders. And I’ve observed Tom as the calmest guy no matter what is going on. And I know he was that type, too, who can listen to bad news. Because if you don’t have the truth, you cannot respond. And I think that is really key with a leader. 

Steve Shallenberger: I’m so glad you pointed that out. That’s so significant for every one of us to be successful, is to be a good listener, and then to think of ways to apply what you’ve heard. So, taking the time to do that. And I love that: it’s not getting upset over things, just try to really capture it, try to understand what’s happening, and use your best judgment, and then ask others for their insights as well on how to best move forward. So, thank you for that. That’s an important leadership concept, as well as management. Tom, this next one may be a little bit related to that, in a sense, but I want to come back to something you talked about, which was all of these people working together, and you created a culture, there was a culture created that bonded the people and gave them the direction. How is that form? Because that’s another really essential thing for success, whether it’s a team, a family, or an organization, where you create a vision and a culture that we know, “Here’s how we do business, here’s how we do things, and this is what we’re about.” So, from your point of view, how did that get created? 

Tom Burbidge: That was, probably, the biggest challenge that we had in the beginning, Steve. The government actually put our highest risk at our ability to get the human resource staffed up and productive. It’s not just bringing people on, it’s making them productive quickly, also. Otherwise, you quickly run out of your management reserve. So, we basically did it in a number of different ways. We went from about 180 people at the end of 2001 to 4,000 people at the end of 2002 in Fort Worth. So, that’s just in one site, and that relative scale was happening in other places, too, that were part of the program. We had an onboarding process — tried to bring everybody in and make them feel like they were being brought into a real high-performing team. We set up a shared vision and a shared set of objectives and you went into a conference room in the UK, or Australia, or Fort Worth, Texas, or California — you would see the same set of common objectives. We also established what we call a set of behavioral norms. These are high-stress events. Engineers are linear thinkers. And so, if you’re not on the path you should be on, there tends to be difficult to maintain temper and morale and environment, things like that. So, we had a set of common behavioral norms. And whenever we started our weekly staff calls with people around the world joining in, we would actually review the common objectives and the behavioral norms as the first two charts on every deck because we just wanted to keep hammering it at home that there’s an expectation that you’re now part of JSF.  

Tom Burbidge: The joke was that when you come into the JSF program, you take your company badge off, and you toss it away into the garbage can and you put on your JSF t-shirt. And you’re now part of the JSF team — doesn’t matter what company you came from. And we validated that by putting people in key positions from partner companies. The chief STOVL test pilot was a guy from BAE Systems named Simon Hargreaves. And the airframe lead, which was one of the most senior positions on the program, was a Northrop Grumman guy. We called it “Best Athlete”, we actually drafted the best athlete across the team to be in those positions, as opposed to the prime contractor just taking all the responsibility. But all those things were important. We had a lot of outreach programs with what that we called The JSF Voice for anybody, whether it was anonymous or not, could make an input to anybody. And we would look at all those and come back to everybody monthly and tell them, “Okay, here are some issues we picked up from the drumbeat down into tribes. How do we address those and fix those?” So, it took a lot of effort. And it took a commitment on the part of all these leaders, people that were around all these different companies, to step up and do that, because it wasn’t the way things were necessarily done in each of the companies before JSF came along. 

Steve Shallenberger: So are some great practices and great ideas. So, thanks for sharing those. Those are really awesome. I’m always stunned how fast these interviews go. So, before we wrap up today, Betsy, first from you: any final tips you’d like to share with our listeners? Then Tom, same with you: any final tips, then we’d love to hear how we can find out about what you’re doing. 

Betsy Clark: My tip, Steve, is having been in this field for 40-some years, what I have really observed is — it is so easy to be a critic, it is so easy to throw rocks at something. And as Tom mentioned, with social media, anybody with any opinion could say pretty much anything. Be a contributor in life, be a doer. It’s so hard to do things. And I think what amazed me about this program is, against a huge barrage of criticism — and most of it, I think, very unfair — this program soldiered on because there were people with a vision that this was very, very important. So, my advice is, please, please be a contributor, don’t be a rock-thrower. That’s my message. 

Steve Shallenberger: Good advice. Thank you, Betsy. Tom, how about you — final tips? 

Tom Burbidge: I’ve got two, I guess I’d like to share with you. One is that you’ve got to maintain a sense of humor, particularly when it gets dark — when they say, “the dark days come along.” Just an example, we had three very senior guys that we wanted to be mentors for all the young kids that were coming in and filling in all these positions. We call them The Wizards. They were basically really smart guys without portfolio. Their job was to wander around during the day and help everybody and get them on the same page. And we took their office area and we put a sign outside and called it Hogwarts. So, we really had the wizards at Hogwarts. And they had a little place in their side room where they’d take somebody that needed a little bit of an attitude check called The Woodshed. So, they would take people to The Woodshed. So, we had all these different things that were all meant to maintain some sense of humor during the tough times. And to reiterate on the point I made earlier, I think the success of the F-35 program in many ways is due to the fact that it had an unusual gathering of leaders across all pieces of the program. And normally that’s hard to sustain because, in most cases, those positions are turning over every three or four years, whether you’re in the military or the government, or industry. And basically getting that culture to be integrated and sustained is another great challenge, but one that was fairly successful on F-35. So, those two things I think are really important. 

Steve Shallenberger: These are really great insights, and you have so much experience. Betsy, how can our listeners find out about what you’re doing? 

Betsy Clark: We have established a website specifically for the book, but it also provides contact information for all of the authors. The website is “F 35 Inside Story,” or you can just type “F 35 book” and it’ll get you there. We have a number of URL redirects, but typing “F 35 Inside Story” will lead you directly to our website. There, you can find out more about us, find out more about the book, and you can even buy the book through the website if you’d like, including autographed copies. 

Steve Shallenberger: I can’t wait. That’ll be awesome. Well, thank you so much, Betsy Clark and Tom Burbage, for being part of this show today. It has been so interesting. And thank you for contributing. You’ve got to feel a really great sense of pride over what you’ve accomplished because this is extraordinary piece of — you don’t call it equipment. I don’t know what you call it. It’s so amazing. Like you said, you can’t call this an iPhone, it’s a lot more than that. But it also stands for something that’s really important for each one of us: freedom, liberty, and protection of the gifts that we have today. So, thank you for your efforts in this project. 

Tom Burbidge: Thank you, Steve. And thanks for having us on. We really appreciate it. 

Betsy Clark: Yeah, thank you, Steve. 

Steve Shallenberger: It’s been a delight. And to all of our listeners, we are so honored to have you with us today. I admire your curiosity and your desire to become your best and make the world a better place. We wish you all the best in that effort. Thanks for joining us today. This is Steve Shallenberger, signing off with Becoming Your Best.