Northrop Grumman Corp DEF 14A, filed Apr 4, 2025

Northrop Grumman Corp (NOC)

DEF 14A 2025-04-04 For: 2025-05-21

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Added on June 12, 2026

About this DEF 14A

Northrop Grumman Corp filed this DEF 14A on April 4, 2025.

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			Preliminary Proxy Statement
			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material Pursuant to §240.14a-12




We Do the Right Thing			We earn trust, act with ethics, integrity and transparency, treat everyone with respect and value diverse perspectives.


We Do What We Promise			We own the delivery of results, focused on quality outcomes.


We Commit to Shared Success			We work together to focus on the mission and take accountability for the sustainable success of our people, customers, shareholders, suppliers and communities.


We Pioneer			With fierce curiosity, dedication and innovation, we seek to solve the world’s most challenging problems.


Proposals		Board Vote Recommendations	For Further Details
1.	Election of Directors	“FOR” each Director Nominee	Page 15
2.	Advisory Vote on Compensation of Named Executive Officers	“FOR”	Page 47
3.	Ratification of Appointment of Independent Auditor	“FOR”	Page 89
4.	Shareholder Proposal to Support Improved Clawback Policy regarding Unearned Executive Pay	“AGAINST”	Page 92


Our Values		IFC*
Letter from the Board of Directors		1
Notice of 2025 Annual Meeting of Shareholders		3
About Northrop Grumman		6
Proxy Statement Summary		7
Management and Shareholder Proposals		13
Shareholder Engagement		14

	Proposal 1: Election of Directors	15
Director Qualifications and Experience		15
2025 Nominees for Director		17
Director Nomination Process		24
Corporate Governance		27
Overview		27
Role of the Board and Key Areas of Board Oversight		28
Risk Oversight		29
Board Leadership Structure		32
Committees of the Board		34
Board Meetings and Executive Sessions		37
Director Orientation and Continuing Education		37
Director Independence		38
Our Culture		39
Board Memberships and External Relationships		40
Annual Self-Assessment Process		41
Succession Planning		42
Communications with the Board of Directors		42
Compensation of Directors		43
2024 Director Compensation		45
Deferred Stock Units		46

	Proposal 2: Advisory Vote on Compensation of Named Executive Officers	47

Executive Compensation		48
Compensation Discussion & Analysis		48
Compensation Philosophy and Objectives		49
2024 Compensation Elements		51
2024 Performance Highlights		52
Consideration of Say-On-Pay Vote		52
Our Compensation Best Practices		53
How We Make Executive Compensation Decisions		53
Key Components of Our Executive Compensation Programs		57
Other NEO Benefits		65
Policies and Procedures		67
Compensation and Human Capital Committee Report		69


Compensation Tables		70
Summary Compensation Table		70
2024 Grants of Plan-Based Awards		72
Outstanding Equity Awards at 2024 Fiscal Year End		73
2024 Stock Vested		74
2024 Pension Benefits		75
2024 Nonqualified Deferred Compensation		78
Termination Payments and Benefits		79
2024 CEO Pay Ratio		83
Pay Versus Performance		84
Equity Compensation Plan Information		88

	Proposal 3: Ratification of Appointment of Independent Auditor	89
Audit Fees and All Other Fees		90
Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services		90
Audit and Risk Committee Report		90

	Proposal 4: Shareholder Proposal	92

Transactions with Related Persons and Control Persons		95
Related Person Transactions		95
Indemnification Agreements		95
Voting Securities and Principal Holders		96
Stock Ownership of Certain Beneficial Holders		96
Stock Ownership of Officers and Directors		97
Questions and Answers About the Annual Meeting		98
Miscellaneous		101
Voting on Other Matters		101
Shareholder Proposals for the 2026 Annual Meeting		101
Shareholder Nominations for Director Elections at the 202 6 Annual Meeting		101
Householding Information		101
Cost of Soliciting Proxies		102
Available Information		102
Incorporation by Reference		102
Annual Report		103
Appendix A – Use of Non-GAAP Financial Measures		104


						No fee required.
						Fee paid previously with preliminary materials.
						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Financial Highlights


Backlog of $91.5 billion or more than 2x our annual sales	Sales of $41 billion, up 4.4% compared to 2023	Operating Margin (OM) rate of 10.6%, Segment OM rate* expands to 11.1%



Net cash provided by operating activities of $4.4 billion and free cash flow* of $2.6 billion, up 25% compared to 2023	Invested $2.8 billion in R&D and capital expenditures, equating to nearly 7% of company sales	Returned $3.7 billion to investors in 2024, or over 100% of free cash flow*. Increased our quarterly dividend by 10%, our 21st consecutive annual increase



We delivered strong financial performance in 2024	148% 2024 ANNUAL INCENTIVE PLAN (AIP) PAY FOR OUR NEOs	107% 2024 LONG-TERM INCENTIVE PLAN (LTIP) PAYOUT FOR OUR NEOs



			Senior Leadership Experience						Senior Government/Military Experience

			Corporate Governance Expertise						International Experience

			Financial Expertise/Literacy						Human Capital Strategy/ Talent Management

			Risk Oversight/Management						Cybersecurity/Technology Expertise

			Defense and Industrial Experience						Environmental Sustainability/Corporate Responsibility



PROPOSAL 1

Election of Directors			> See page 15 for more details

The Board of Directors unanimously recommends that you vote “FOR” the 12 nominees for director listed in Proposal 1.



PROPOSAL 2

Advisory Vote on Compensation of Named Executive Officers			> See page 47 for more details

The Board of Directors unanimously recommends that you vote “FOR” this proposal.



PROPOSAL 3

Ratification of Appointment of Independent Auditor			> See page 89 for more details

The Board of Directors unanimously recommends that you vote “FOR” this proposal.



PROPOSAL 4

Shareholder Proposal to Support Improved Clawback Policy regarding Unearned Executive Pay			> See page 92 for more details

The Board of Directors unanimously recommends that you vote “AGAINST” this proposal.



High personal and professional integrity Relevant educational and professional background and experience Diverse and complementary skills and experiences relevant to the Company	Ability to contribute towards the Company’s strategic goals and objectives Willingness to apply for and ability to obtain and retain a top secret security clearance	Ability to represent the best interests of all shareholders Ability and willingness to devote appropriate time and attention to Board service



						Ms. Kathy J. Warden has served as Chair since August 2019 and as Chief Executive Officer and President of the Company since January 2019. She has served on the Board of Directors since July 2018. Prior to becoming CEO and President, Ms. Warden served as President and Chief Operating Officer of the Company from January 2018 through December 2018, as Corporate Vice President and President of the Company’s Mission Systems Sector from 2016 through 2017, as Corporate Vice President and President of the Company’s former Information Systems Sector from 2013 to 2015, and as Vice President of the Company’s Cyber Intelligence Division from 2011 to 2012. Prior to joining the Company in 2008, Ms. Warden held leadership roles at General Dynamics and Veridian Corporation. Earlier, she was a principal in a venture internet firm and also spent nearly a decade with General Electric Company working in commercial industries. EXPERIENCE AND SKILLS •Extensive experience in operational leadership, strategy, performance and business development in government and commercial markets, including cybersecurity and technology expertise •Prior leadership positions within Northrop Grumman (including as President, Chief Operating Officer and President of two business sectors) •Significant aerospace and defense industry experience OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Merck & Co., Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member and former Chair of the Aerospace Industries Association •Chair of the Board of Directors of Catalyst •Former Chair of the Board of Directors of the Federal Reserve Bank of Richmond •Former member of the Board of Visitors of James Madison University

Kathy J. Warden Chair, Chief Executive Officer and President, Northrop Grumman Corporation Age: 53 Director since: July 2018


AVERAGE AGE 66.9 YEARS						AVERAGE TENURE 8.2 YEARS



						Mr. David P. Abney served as the Executive Chairman of the UPS Board of Directors from March 2016 through September 2020. From September 2014 to June 2020, he was the Chief Executive Officer of UPS. Prior to that, Mr. Abney was UPS’s Chief Operating Officer from 2007 to 2014. From 2003 to 2007, he was Senior Vice President and President of UPS International. Mr. Abney began his UPS career in 1974. EXPERIENCE AND SKILLS •Extensive leadership and business experience as a former Executive Chairman, Chief Executive Officer and Chief Operating Officer of a large multinational enterprise •Significant expertise in international operations and global logistics •Broad experience with talent management and leading global teams •Significant board experience, including as non-executive chair OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Freeport-McMoRan Inc. •Member of the Board of Directors of Target Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Executive Chairman of the Board of Directors of UPS •Member of the Board of Directors of Macy’s, Inc.

David P. Abney Former Executive Chairman of the Board of Directors and Chief Executive Officer of United Parcel Service, Inc. (UPS) Age: 69 Director since: June 2020 Committee membership: Compensation and Human Capital Committee (Chair), Nominating and Corporate Governance Committee



						Ms. Marianne C. Brown served as the Chief Operating Officer of Fidelity National Information Services, Inc.’s (FIS) Global Financial Solutions organization from January 2018 until June 2019. Prior to that, Ms. Brown served as Chief Operating Officer, Institutional and Wholesale Business of FIS since December 2015, when it acquired SunGard Financial Systems. Ms. Brown was the Chief Operating Officer of SunGard Financial Systems, a software and IT services provider, from February 2014 to November 2015. Prior to that, Ms. Brown was the CEO and president of Omgeo, a global financial services technology company, from March 2006 to February 2014. EXPERIENCE AND SKILLS •Substantial business experience as a former Chief Operating Officer and Chief Executive Officer •Significant experience in IT goods and services, cyber protection and business management •Community and philanthropic leader OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Akamai Technologies, Inc. •Member of the Board of Directors of The Charles Schwab Corporation •Member of the Board of Directors of IBM FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of VMWare, Inc.

Marianne C. Brown Former Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc. Age: 66 Director since: March 2015 Committee membership: Audit and Risk Committee, Nominating and Corporate Governance Committee (Chair)



						Ms. Ann M. Fudge served as Chairman and Chief Executive Officer of Young & Rubicam Brands at WPP Group PLC from May 2003 to December 2006. Prior to that, she served in various leadership positions at Kraft Foods from 1986 to 2001, including President of Beverages, Desserts and Post Divisions, and President of Maxwell House Coffee and Kraft General Foods. EXPERIENCE AND SKILLS •Extensive business experience as former Chief Executive Officer and former president of leading consumer products business units •Substantial international experience through service as an executive and director of a large multinational company and a director of other large multinational companies •Significant public company board experience •Experience with talent development and acquisition SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Former Chair of the Board of Trustees of WGBH Public Media •Senior trustee of the Brookings Institution FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Catalyst Partners Acquisition Corp. •Member of the Board of Directors of Novartis AG

Ann M. Fudge Former Chairman and Chief Executive Officer, Young & Rubicam Brands Age: 73 Director since: March 2016 Committee membership: Audit and Risk Committee, Policy Committee



						Ms. Madeleine A. Kleiner has served as the Lead Independent Director of the Board of Directors of Northrop Grumman Corporation since December 2022. She served as Executive Vice President, General Counsel and Corporate Secretary for Hilton Hotels Corporation from January 2001 until February 2008. From 1999 through 2001, she served as a director of a number of Merrill Lynch mutual funds operating under the Hotchkis and Wiley name. From 1995 to 1998, she served as Senior Executive Vice President, Chief Administrative Officer and General Counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America. Prior to that, she was a partner at the law firm of Gibson, Dunn & Crutcher, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, and securities transactions and compliance. EXPERIENCE AND SKILLS •Expertise in corporate governance and corporate responsibility, Sarbanes-Oxley controls, risk management, securities transactions and mergers and acquisitions •Significant experience from past roles as general counsel for two public companies, outside counsel to numerous public companies and through service on another public company board •Substantial international experience as an executive officer of a large company with global operations OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Jack in the Box Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of the Ladies Professional Golf Association

Madeleine A. Kleiner Former Executive Vice President and General Counsel, Hilton Hotels Corporation Age: 73 Director since: October 2008 Committee membership: Compensation and Human Capital Committee, Nominating and Corporate Governance Committee



						Mr. Arvind Krishna has served as Chief Executive Officer of IBM and a member of IBM’s Board of Directors since April 2020. He was elected Chairman of IBM’s Board of Directors in December 2020. He joined IBM in 1990. Mr. Krishna led the IBM Cloud and Cognitive Software business unit from 2017 to April 2020 and was a principal architect of the acquisition of Red Hat, the largest acquisition in IBM’s history. Mr. Krishna also served as the director of IBM’s Research division from 2015 to 2020. Previously, he was general manager of IBM’s Systems and Technology Group, IBM’s development and manufacturing organization. Prior to that, he built and led many of IBM’s data-related businesses. EXPERIENCE AND SKILLS •Extensive global business and organizational leadership experience as the Chairman and Chief Executive Officer of a large multinational corporation •Deep knowledge of manufacturing and research, including in artificial intelligence and computing •Significant experience in cyber and digital transformation •Significant technology experience OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Chairman of the Board of Directors of IBM SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of the Federal Reserve Bank of New York •Member of the Board of Directors of the US-India Strategic Partnership Forum

Arvind Krishna Chairman and Chief Executive Officer, International Business Machines Corporation (IBM) Age: 62 Director since: November 2022 Committee membership: Compensation and Human Capital Committee, Policy Committee



						Ms. Kimberly A. Ross served as Chief Financial Officer of WeWork from March through October 2020. She served as Senior Vice President and Chief Financial Officer of Baker Hughes Company from 2014 to 2017. Ms. Ross was Executive Vice President and Chief Financial Officer of Avon Products, Inc. from 2011 to 2014. Prior to that, she served as the Executive Vice President and Chief Financial Officer of Royal Ahold N.V. from 2007 to 2011 and previously held a variety of senior management positions at Royal Ahold. EXPERIENCE AND SKILLS •Extensive experience through service as the Chief Financial Officer of large public companies, including expertise in financial reporting, internal auditing processes and managing corporate finance for global companies •Significant international business experience through her service as an executive of large public companies with extensive international operations •Substantial senior leadership skills •Audit committee financial expert OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of The Cigna Group •Member of the Board of Directors of KKR & Co. Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Nestlé S.A. •Member of the Board of Directors of KKR Acquisition Holdings I Corp. •Member of the Board of Directors of PQ Group Holdings Inc.

Kimberly A. Ross Former Chief Financial Officer, WeWork and Baker Hughes Company Age: 59 Director since: March 2023 Committee membership: Audit and Risk Committee, Policy Committee



						Admiral Gary Roughead retired from his position as the 29th Chief of Naval Operations in September 2011, after serving in that position for four years. The Chief of Naval Operations is the senior military position in the United States Navy. As Chief of Naval Operations, Admiral Roughead stabilized and accelerated ship and aircraft procurement plans and the Navy’s capability and capacity in ballistic missile defense and unmanned air and underwater systems. He restructured the Navy to address the challenges and opportunities in cyber operations. Prior to becoming the Chief of Naval Operations, he held six operational commands (including commanding both the Atlantic and Pacific Fleets). Admiral Roughead is a Robert and Marion Oster Distinguished Military Fellow at the Hoover Institution. EXPERIENCE AND SKILLS •Extensive career as a senior military officer with the United States Navy, including numerous operational commands, as well as leadership positions, most recently as the 29th Chief of Naval Operations •Significant expertise in national security, information warfare, cyber operations and global security issues •Broad experience in leadership and matters of global relations, particularly in the Pacific region, Europe and the Middle East •Experience with talent development and management SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of Maersk Line, Limited •Trustee of the Dodge and Cox Funds •Trustee of Johns Hopkins University •Member of the Board of Managers of the Johns Hopkins University Applied Physics Laboratory •Former Chairman of the Board of Directors of Fincantieri Marinette Marine Corporation

Gary Roughead Admiral, United States Navy (Ret.) and Former Chief of Naval Operations Age: 73 Director since: February 2012 Committee membership: Compensation and Human Capital Committee, Policy Committee (Chair)



						Mr. Thomas M. Schoewe was Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. from 2000 to 2011. Prior to his employment with Wal-Mart, he held several leadership roles at the Black & Decker Corporation. EXPERIENCE AND SKILLS •Extensive financial experience acquired through positions held as the Chief Financial Officer of large public companies, as well as expertise in Sarbanes-Oxley controls, risk management and mergers and acquisitions •Significant international experience through his service as an executive of large public companies with substantial international operations •Experience at Wal-Mart and Black & Decker on large-scale transformational enterprise information technology implementations •Extensive experience as a member of the audit, risk, compensation and policy committees of other public companies •Audit committee financial expert OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of General Motors Corporation SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Former Member of the Board of the Ladies Professional Golf Association FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Former Member of the Board of Directors of KKR & Co. Inc.

Thomas M. Schoewe Former Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc. Age: 72 Director since: August 2011 Committee membership: Audit and Risk Committee (Chair), Nominating and Corporate Governance Committee



						Mr. James S. Turley served as Chairman and Chief Executive Officer of Ernst & Young from 2001 until his retirement in 2013. Mr. Turley joined Ernst & Young in 1977 and held various positions there. He was named Deputy Chairman in 2000. EXPERIENCE AND SKILLS •Extensive experience and expertise in areas of finance, accounting and business management acquired over 36-year career at Ernst & Young, including serving as Chairman and Chief Executive Officer of Ernst & Young •Significant experience in areas of risk management •Extensive experience as a member of the audit committee of other public companies •Audit committee financial expert OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Citigroup •Independent Chair of the Board of Directors of Emerson Electric Company •Member of the Board of Directors of Precigen, Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of Kohler Co. •Member of the Board of Directors of St. Louis Trust & Family Office

James S. Turley Former Chairman and Chief Executive Officer, Ernst & Young Age: 69 Director since: February 2015 Committee membership: Audit and Risk Committee, Nominating and Corporate Governance Committee



						General Mark A. Welsh III has been the President of Texas A&M University since December 2023 after being named interim President in July 2023. Prior to being named interim President, he had served as Dean of the Bush School of Government and Public Service at Texas A&M University since August 2016. Prior to that, General Welsh served as Chief of Staff of the United States Air Force (USAF), the senior uniformed Air Force officer responsible for the organization, training and equipping of active duty, Guard, Reserve and civilian forces serving in the United States and overseas. During his long career, General Welsh also served as a member of the Joint Chiefs of Staff, Commander of the United States Air Forces in Europe and Commander of NATO’s Air Command, Associate Director for Military Affairs at the Central Intelligence Agency and Commandant of the United States Air Force Academy. EXPERIENCE AND SKILLS •Extensive career as a senior military officer and member of the Joint Chiefs of Staff, having held leadership positions at the highest levels of the United States Air Force •Experience with administration of large, complex educational institution, including serving as president •Extensive experience and in-depth knowledge of issues related to global security and the intelligence community •Broad leadership experience and international experience, particularly in Europe •Experience with talent development and management

Mark A. Welsh III President, Texas A&M University; General, USAF (Ret.); Former Chief of Staff, USAF Age: 71 Director since: December 2016 Committee membership: Audit and Risk Committee, Policy Committee



						Ms. Mary A. Winston is the President and Founder of WinsCo Enterprises, a consulting firm providing financial and board governance advisory services since 2016. She served as interim Chief Executive Officer of Bed Bath & Beyond from May 2019 to November 2019, and as Executive Vice President and Chief Financial Officer of Family Dollar Stores from 2012 to 2015. Prior to that, Ms. Winston served as Senior Vice President and Chief Financial Officer of Giant Eagle, Inc. from 2008 to 2012, and as Executive Vice President and Chief Financial Officer of Scholastic Corporation from 2004 to 2007. EXPERIENCE AND SKILLS •Substantial financial expertise acquired through positions held as the Chief Financial Officer of large public and private companies, as well as expertise in risk management and mergers and acquisitions •Significant senior leadership and international experience as an executive officer or director of large companies with global operations •Extensive expertise in corporate governance •Broad operations, manufacturing and supply chain experience OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Chipotle Mexican Grill •Member of the Board of Directors of The Toronto-Dominion Bank FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Acuity Brands, Inc. •Member of the Board of Directors of Bed Bath & Beyond, Inc. •Member of the Board of Directors of Domtar Corporation •Member of the Board of Directors of Dover Corporation

Mary A. Winston President and Founder of WinsCo Enterprises, Inc. Age: 63 Director since: March 2023 Committee membership: Compensation and Human Capital Committee, Policy Committee


Board nominees:

AVERAGE AGE 66.9 YEARS						AVERAGE TENURE 8.2 YEARS



1	ESTABLISH NOMINEE CRITERIA	The Nominating and Corporate Governance Committee is responsible for establishing the criteria for Board membership, recognizing that it is the responsibility of a director to represent the long-term interests of our shareholders as a whole.




2	REVIEW OF CANDIDATE’S HISTORY	The employment and other activities and associations of candidates are reviewed for any legal impediment, conflict of interest or other consideration or concerns that might prevent or interfere with service on our Board.




3	CANDIDATE EVALUATION	In evaluating candidates, the Nominating and Corporate Governance Committee considers: •the personal integrity and the professional reputation of the individual; •the education, professional background and particular skills and experience most beneficial to service on our Board; •how the nominee brings diverse and complementary skills, experiences and perspectives valuable to the Company and Board at the time; •a director candidate's ability and willingness to devote appropriate time and resources to Board service, taking into account the director candidate's outside time commitments, including service on other public company boards of directors and leadership positions held on such boards; and •a director candidate's willingness to obtain and retain a top secret security clearance. The Nominating and Corporate Governance Committee evaluates potential director candidates on the basis of the candidate’s background, qualifications and experience. The Committee carefully considers whether a potential candidate would be able to fulfill his or her duties to the Company consistent with Delaware law and the Company’s governing documents, including the Company's Principles of Corporate Governance, and security requirements. The Committee seeks to ensure each candidate will enhance the effectiveness of the Board overall.




4	RECOMMENDATION FOR ELECTION	The Nominating and Corporate Governance Committee recommends to the full Board nominees for election.



	Values		Principles of Corporate Governance

Our values provide the foundation for our culture and success: •We Do The Right Thing - we earn trust, act with ethics, integrity and transparency, treat everyone with respect and value diverse perspectives; •We Do What We Promise - we own the delivery of results, focused on quality outcomes; •We Commit To Shared Success - we work together to focus on the mission and take accountability for the sustainable success of our people, customers, shareholders, suppliers and communities; and •We Pioneer - with fierce curiosity, dedication and innovation, we seek to solve the world’s most challenging problems.		Our Principles of Corporate Governance outline the role and responsibilities of our Board and the high standards our directors maintain. They set forth additional independence requirements for our directors and provide guidelines for Board leadership and Board and committee membership, among other items. The Board reviews these principles at least annually and considers opportunities for improvement and modification. Our Principles of Corporate Governance are available at investor.northropgrumman.com.


	Standards of Business Conduct

Our Standards of Business Conduct outline our commitment to ethics and integrity, consistent with our values and how we do business. They reflect and reinforce our commitment to our core values. They apply to our directors, officers and employees. We also require our suppliers to meet similar standards through our Standards of Business Conduct for Suppliers and Other Trading Partners. In 2023, we updated our Standards of Business Conduct as part of our efforts to review and continuously update key governance documents. Our Standards of Business Conduct and our Standards of Business Conduct for Suppliers and Other Trading Partners are available at www.northropgrumman.com/corporate-responsibility/ethics-and-business-conduct/standards-of-business-conduct. Among other things, our Standards of Business Conduct: •require our employees to live our values in all aspects of our business; •require strict adherence to all applicable laws and regulations; •reflect our commitment to maintaining a speak-up culture that values inclusion, and provides our employees a sense of belonging to enable success; •reinforce our commitment to good corporate citizenship and the global communities where we live, work and serve; •reflect our commitment to providing a work environment where every person is treated with equal respect and dignity; •reflect our sustainability initiatives, including reducing our environmental impacts, conserving natural and energy resources, as well as innovating practices that maintain the quality of the environment; •require a focus on performance and the consistent production of quality results; •reflect our commitment to the safety of our people and products; and •call upon all employees and other stakeholders to raise any questions or issues of concern (including on an anonymous basis). We report amendments to provisions of our Standards of Business Conduct on our website.



						Strategy •Oversee our long-term business strategies, operations and performance (including restricted programs) •Review and approve significant corporate actions •Provide advice and guidance to management




						Risk •Oversee the enterprise risk management process •Ensure that each of our significant risks is effectively considered and mitigated




						Culture and Human Capital •Ensure a strong culture •Oversee human capital strategy •Execute robust succession planning, including selecting the Chief Executive Officer, and electing officers of the Company •Oversee certain human-capital related policies and programs •Review and approve executive compensation




						Governance •Ensure effective corporate governance practices •Oversee our ethics and compliance programs •Review and enhance Board performance •Elect directors to fill vacant positions between Annual Meetings


						ROLES AND RESPONSIBILITIES Assist the Board in overseeing, among other things, the integrity of the Company’s financial statements and enterprise risk management, including by: •reviewing and discussing the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q •reviewing and discussing management’s assessment of, and report on, the effectiveness of the Company’s internal control over financial reporting at least annually and the independent auditor's related report •assisting the Board in its oversight of enterprise risk management (including through the different Board committees), including reviewing at least annually the Company's enterprise risk management processes •appointing, retaining, overseeing, evaluating and terminating, if necessary, the independent auditor; reviewing the performance of the lead audit partner and involvement in the selection and approval of the lead audit partner •reviewing and pre-approving audit and permitted non-audit services and related fees for the independent auditor •reviewing and discussing with the independent auditor any critical audit matters identified by the independent auditor, the Company’s critical accounting policies and estimates, and material written communications with management •reviewing and approving the annual risk-based internal audit plan and reviewing any significant issues raised by the internal audit function and, as appropriate, management’s actions for remediation •reviewing with the General Counsel, at least annually, the status of significant pending litigation and other significant legal, compliance or regulatory matters •reviewing with the Chief Ethics and Compliance Officer (CECO), at least annually, the state of the Company’s global compliance program and policies •receiving reports periodically from the CECO on the Company’s ethics programs and policies, including contacts received through the Company’s OpenLine reporting system •providing oversight and reviewing periodically the Company’s assessment and management of its financial risks, including those related to, among other things, insurance, nuclear, and environmental matters •Providing oversight and reviewing periodically the Company’s assessment and management of cybersecurity risks •providing oversight of audit and assurance processes for sustainability reporting and related internal controls over publicly reported data
Audit and Risk Committee COMMITTEE MEMBERS: Thomas M. Schoewe* (chair) Marianne C. Brown Ann M. Fudge Kimberly A. Ross* James S. Turley* Mark A. Welsh III Number of meetings in 2024: 9 * Qualifies as Audit Committee Financial Expert; all members are financially literate.


						ROLES AND RESPONSIBILITIES Assist the Board in overseeing the Company’s corporate governance policies and practices, including by: •overseeing and reviewing the Company’s management of governance-related risks, including the risks related to corporate culture •assisting the Board in ensuring a comprehensive and effective framework for Board oversight •regularly reviewing the Company’s corporate governance policies and practices, including the Company’s bylaws, charter and other corporate governance documents •regularly reviewing and considering corporate governance developments, emerging trends and best practices and recommending changes to the Board •reviewing and making recommendations to the Board with respect to the corporate governance section of the proxy statement, including proposed responses to any shareholder proposals •meeting with shareholders and proxy advisory groups, as needed, to discuss issues of corporate governance •regularly reviewing and making recommendations to the Board regarding the composition and size of the Board and the criteria for Board membership, which should include, among other things, skills, diverse perspectives and experiences, engagement and integrity •providing effective Board succession planning, identifying and recommending to the Board qualified potential candidates to serve on the Board and its committees, including candidates who are recommended by the shareholders •reviewing and determining whether a director’s service on another board or elsewhere is likely to interfere with the director’s duties and responsibilities as a member of the Board •developing, recommending to the Board, and overseeing implementation of a robust annual performance evaluation process that includes an evaluation of each individual director, each committee and of the full Board's performance
Nominating and Corporate Governance Committee COMMITTEE MEMBERS: Marianne C. Brown (chair) David P. Abney Madeleine A. Kleiner Thomas M. Schoewe James S. Turley Number of meetings in 2024: 5


						ROLES AND RESPONSIBILITIES Assist the Board in reviewing policy, government relations and corporate responsibility, including by: •reviewing and providing input on select global security, political, budgetary, technological and other similar issues and trends that could significantly impact the Company’s business activities and performance •reviewing and providing oversight of the Company’s sustainability and environmental policies and programs (including climate change, net-zero, water and waste reduction, and other environmental initiatives and matters), and reviewing with the Company’s Chief Sustainability Officer at least annually the status of such programs •reviewing and providing oversight of the Company’s policies supporting human rights and health and safety, and receiving reports from the Company’s General Counsel (or her delegate) on the Company’s Human Rights Working Group •reviewing and providing oversight over the Company’s policies and programs for corporate social responsibility, including community relations programs and support of charitable organizations •reviewing the Company’s communications strategy •reviewing the Company’s government relations strategy and providing oversight of the governance and compliance of the political action committee and policies and practices with respect to political contributions
Policy Committee COMMITTEE MEMBERS: Gary Roughead (chair) Ann M. Fudge Arvind Krishna Graham N. Robinson Kimberly A. Ross Mark A. Welsh III Mary A. Winston Number of meetings in 2024: 4



NEW DIRECTOR ORIENTATION			•All new directors to the Board receive in-person orientation and training that is individually tailored, taking into account the director’s experience, background, education and committee assignments. The orientation program is led by members of senior management and covers a review of our strategy and operating plans, financial statements, corporate governance and key policies and practices, as well as the roles and responsibilities of our directors. •All directors receive regular in-person training regarding our Company policies and procedures, including the Standards of Business Conduct, and broad exposure to our operations and teams. Members of senior management review with the Board the operating plan for each of our business sectors and the Company as a whole.


CONTINUING DIRECTOR EDUCATION AND SITE VISITS			•Directors attend outside director and other continuing education programs to assist them in staying current on developments in corporate governance, our industry, the global environment and issues critical to the operation of public company boards. •The Board also conducts periodic site visits to our facilities as part of its regularly scheduled Board meetings, and during “Sector Days,” when our directors visit our business operations to meet with local employees and management. These visits allow directors to interact with a broader group of our executives and employees and gain firsthand insights into our operations.



Director Overboarding

The Board regularly reviews the ability of our directors to devote the necessary time and resources to their service on the Board. At least annually, the Board considers the outside time commitments of all directors, including their service on other public company boards, as well as committee assignments and any leadership roles on those boards. Additionally, as part of the Board's annual self-assessment process, each non-employee director completes an individual director evaluation for each of the other non-employee directors. This evaluation includes an assessment as to whether each director commits sufficient time to the Board. Our Board seeks to ensure that each director has the time and ability to engage fully to fulfill their responsibilities to our Company, provide effective oversight and advance the long-term interests of our shareholders. In furtherance of this goal, our policies provide that independent directors may not serve on more than three other boards of publicly traded companies in addition to our Board, and a director who is a full-time employee of our Company may not serve on the board of more than one other public company, absent special approval. Further, as discussed above, the Board and the Nominating and Corporate Governance Committee also have a robust process for assessing whether a director’s service on another board could create conflicts or otherwise potentially interfere with their responsibilities as a Northrop Grumman director, before the director accepts service on such other board. In 2024, the Board conducted its regular review of directors’ other commitments and determined each director was in compliance with applicable policies.