A global aerospace and defense company that builds some of the world's most advanced military aircraft, including the B-21 Raider stealth bomber, the F-35's fuselage, and surveillance drones like Global Hawk, alongside satellites and missile-defense systems used by the U.S. government. It grew out of the legacies of two aviation pioneers, Jack Northrop and Leroy Grumman, whose companies merged in 1994. The B-21's "Raider" name honors the World War II Doolittle Raiders who bombed Tokyo in 1942.
Northrop Grumman grants CEO Kathy Warden performance-based equity award
The award consists of a target of 35,910 Market Stock Units (MSUs), with payouts ranging from 0% to 150% of target.
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On August 19, 2026, the independent directors of Northrop Grumman approved a one-time performance-based equity grant to Chair, CEO and President Kathy J. Warden.
Payout is based on the company's absolute stock price performance over a period ending December 31, 2031.
No payout occurs if stock price depreciates more than 25%; 150% payout requires 50% or more appreciation; target requires at least 10% appreciation.
The award is subject to Ms. Warden's continued service through the performance period and the terms of the MSU Grant Agreement.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Northrop Grumman shareholders elect 11 directors and approve executive compensation and auditor ratification at 2026 annual meeting.
At the May 20, 2026 annual meeting, shareholders elected all 11 director nominees, including Kathy J. Warden and David P. Abney, with votes ranging from about 103.3 million to 112.2 million for each.
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Shareholders approved, on an advisory basis, named executive officer compensation with 107,398,463 votes for, 5,220,362 against, and 851,475 abstentions.
The appointment of Deloitte & Touche LLP as independent auditor for fiscal year 2026 was ratified with 121,265,768 votes for, 5,116,361 against, and 373,605 abstentions.
A shareholder proposal to provide for an independent board chair was not approved, with 23,610,695 votes for, 88,773,053 against, and 1,086,552 abstentions.
The results were certified by the Inspector of Election and reported under Item 5.07 as required for matters submitted to a shareholder vote.
5.07 Submission of Matters to a Vote of Security Holders
Northrop Grumman elects Admiral Christopher W. Grady to its Board of Directors effective February 12, 2026.
He was appointed to the Audit and Risk Committee and the Policy Committee.
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Admiral Grady, former Vice Chairman of the Joint Chiefs of Staff, was elected to the Board on February 12, 2026.
He will receive an annual cash retainer of $145,000, an additional $15,000 for the Audit and Risk Committee, and an annual equity grant of $182,500 in deferred stock units, prorated for 2026.
The Board increased its size from 12 to 13 members effective February 12, 2026.
James S. Turley was designated Lead Independent Director effective May 20, 2026, succeeding Madeleine A. Kleiner who is retiring.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Northrop Grumman elects John Greene as CFO, effective Jan. 7, 2026; Ken Crews to depart Feb. 20, 2026.
On November 3, 2025, the Board of Directors elected John Greene, age 60, as corporate vice president and chief financial officer, effective January 7, 2026.
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Kenneth Crews will step down as CFO effective January 7, 2026, and remain an employee in an advisory capacity until February 20, 2026, to ensure a smooth transition.
Greene previously served as executive vice president and CFO of Discover Financial Services from September 2019 to May 2025, when it was acquired by Capital One.
The Compensation and Human Capital Committee approved a base salary of $955,000 for Greene, plus annual and long-term incentives and a $2,000,000 sign-on grant of Restricted Stock Rights.
The company reaffirmed its fiscal year 2025 financial guidance and 2026 outlook in the press release announcing the transition.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits