Northrop Grumman Corp DEF 14A, filed Apr 3, 2024

Northrop Grumman Corp (NOC)

DEF 14A 2024-04-03 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Northrop Grumman Corp filed this DEF 14A on April 3, 2024.

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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, value diversity and foster safe and inclusive environments.


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 16
2.	Advisory Vote on Compensation of Named Executive Officers	“FOR”	Page 49
3.	Ratification of Appointment of Independent Auditor	“FOR”	Page 90
4.	Elimination of Personal Liability of Officers for Monetary Damages for Breach of Certain Fiduciary Duties as Permitted by Delaware Law	“FOR”	Page 93
5.	Approval of 2024 Long-Term Incentive Stock Plan	“FOR”	Page 95
6.	Shareholder Proposal to Annually Conduct an Evaluation and Issue a Report Describing the Alignment of the Company’s Political Activities With Its Human Rights Policy	“AGAINST”	Page 98
7.	Shareholder Proposal to Provide for an Independent Board Chair	“AGAINST”	Page 103


Our Values		IFC*
Letter from the Board of Directors		1
Notice of 202 4 Annual Meeting of Shareholders		3
Proxy Statement Summary		7
Management and Shareholder Proposals		13
Shareholder Engagement		15

	Proposal 1: Election of Directors	16
Director Qualifications and Experience		16
202 4 Nominees for Director		18
Director Nomination Process		25
Corporate Governance		28
Overview		28
Role of the Board and Key Areas of Board Oversight		29
Risk Oversight		29
Board Leadership Structure		31
Committees of the Board		32
Board Meetings and Executive Sessions		35
Director Independence		36
Our Culture		37
Director Orientation and Continuing Education		42
Board Memberships and External Relationships		42
Annual Self-Assessment Process		43
Succession Planning		44
Communications with the Board of Directors		44
Compensation of Directors		45
2023 Director Compensation		47
Deferred Stock Units		48

	Proposal 2: Advisory Vote on Compensation of Named Executive Officers	49

Executive Compensation		50
Compensation Discussion & Analysis		50
Compensation Philosophy and Objectives		50
2023 Compensation Elements		52
2023 Performance Highlights		53
Consideration of Say-On-Pay Vote		53
Our Compensation Best Practices		54
How We Make Executive Compensation Decisions		54
Key Components of Our Executive Compensation Programs		58
Other NEO Benefits		65
Policies and Procedures		68
Compensation and Human Capital Committee Report		70


Compensation Tables		71
Summary Compensation Table		71
2023 Grants of Plan-Based Awards		73
Outstanding Equity Awards at 2023 Fiscal Year End		74
2023 Stock Vested		75
2023 Pension Benefits		76
2023 Nonqualified Deferred Compensation		79
Termination Payments and Benefits		80
2023 CEO Pay Ratio		84
Pay Versus Performance		85
Equity Compensation Plan Information		89

	Proposal 3 : Ratification of Appointment of Independent Auditor	90
Audit Fees and All Other Fees		90
Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services		91
Audit and Risk Committee Report		91

	Proposal 4: Elimination of Personal Liability of Officers for Monetary Damages for Breach of Certain Fiduciary Dut ies as Permitted by Delaware Law	93

	Proposal 5 : Approval of 2024 Long-Term Incentive Stock Plan	95

	Proposal 6 : Shareholder Proposal	98

	Proposal 7 : Shareholder Proposal	103
Transactions with Related Persons and Control Persons		106
Related Person Transactions		106
Indemnification Agreements		106
Voting Securities and Principal Holders		108
Stock Ownership of Certain Beneficial Holders		108
Stock Ownership of Officers and Directors		109
Questions and Answers About the Annual Meeting		110
Miscellaneous		113
Voting on Other Matters		113
Shareholder Proposals for the 202 5 Annual Meeting		113
Shareholder Nominations for Director Election s at the 202 5 Annual Meeting		113
Householding Information		113
Cost of Soliciting Proxies		114
Available Information		114
Incorporation by Reference		114
Annual Report		115
Appendix A – Use of Non-GAAP Financial Measures		116
Appendix B – Summary Description of the 2024 Long-Term Incentive Stock Plan		122
Exhibit A – Amendment to Amended and Restated Certificate of Incorporation		125
Exhibit B – Northrop Grumman 2024 Long-Term Incentive Stock Plan		126


						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


61% Cumulative 3-Year Total Shareholder Return	Backlog of $84.2 billion or more than 2x our annual sales	Sales of $39.3 billion, up over 7% compared to 2022



Net cash provided by operating activities of $3.9 billion and adjusted free cash flow* of $2.1 billion, up 30% compared to 2022	Invested 7.5% of sales in R&D and capital expenditures, which totaled $1.2 billion and $1.8 billion, respectively	We returned $2.6 billion to our shareholders through dividends and share repurchases and increased our quarterly dividend by 8% to $1.87 per share, our 20th consecutive annual increase



We delivered strong financial performance in 2023	157% 2023 ANNUAL INCENTIVE PLAN (AIP) PAY FOR OUR NEOs	141% 2023 LONG-TERM INCENTIVE PLAN (LTIP) PAYOUT FOR OUR NEOs


AVERAGE AGE 65.1 YEARS						AVERAGE TENURE 6.9 YEARS

GENDER 6/13						RACIAL/ ETHNIC DIVERSITY 4/13



			Senior Leadership Experience						Senior Government/Military Experience

			Corporate Governance Expertise						International Experience

			Financial Expertise/Literacy						Human Capital Strategy/ Talent Management

			Risk Oversight/Management						Cyber/Technology Expertise

			Defense and Industrial Experience						Environmental Sustainability/Corporate Responsibility



PROPOSAL 1

Election of Directors			> See page 16 for more details

The Board of Directors unanimously recommends that you vote “FOR” the 13 nominees for director listed below.



PROPOSAL 2

Advisory Vote on Compensation of Named Executive Officers			> See page 49 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 90 for more details

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



PROPOSAL 4

Elimination of Personal Liability of Officers for Monetary Damages for Breach of Certain Fiduciary Duties as Permitted by Delaware Law			> See page 93 for more details

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



PROPOSAL 5

Approval of 2024 Long-Term Incentive Stock Plan			> See page 95 for more details

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



PROPOSAL 6

Shareholder Proposal to Annually Conduct an Evaluation and Issue a Report Describing the Alignment of the Company’s Political Activities With Its Human Rights Policy			> See page 98 for more details

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



PROPOSAL 7

Shareholder Proposal to Provide for an Independent Board Chair			> See page 103 for more details

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



						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 cyber 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 •Member 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: 52 Director since: July 2018



						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: 68 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: 65 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 •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: 72 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: 72 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

Arvind Krishna Chairman and Chief Executive Officer, International Business Machines Corporation (IBM) Age: 61 Director since: November 2022 Committee membership: Compensation and Human Capital Committee, Policy Committee



						Mr. Graham N. Robinson has served as Senior Vice President & President of STANLEY Industrial, a business segment of Stanley Black & Decker, Inc., since April 2020. Prior to joining Stanley Black & Decker, Mr. Robinson served as an executive with Honeywell for seven years, including roles as President of Honeywell Industrial Safety from 2018 to 2020, President of Honeywell Sensing and Internet of Things from 2016 to 2018, and Chief Marketing Officer of Honeywell’s Automation and Controls Solution division from 2014 to 2016. EXPERIENCE AND SKILLS •Broad industrial and technical experience, including his current and former roles as President of divisions of large public companies •Significant international experience as an executive of large multinational companies •Extensive senior leadership skills SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of the Connecticut Business & Industry Association •Member of the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation

Graham N. Robinson Senior Vice President, Stanley Black & Decker, Inc., and President of STANLEY Industrial Age: 55 Director since: August 2021 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. •Member of the Board of Directors of Nestlé S.A. (to April 2024) FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Chubb Limited •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: 58 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: 72 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 •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: 71 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 the Boy Scouts of America •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: 68 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: 70 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 Acuity Brands, Inc. •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 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: 62 Director since: March 2023 Committee membership: Compensation and Human Capital Committee, Policy Committee



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 diversity, experience and skills 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 account of a 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 is committed to enhancing diversity on the Board, including diversity of 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 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.



						Strategy and Risk •Oversee our long-term business strategies, operations and performance (including restricted programs) •Oversee management of each of our major risks and the enterprise risk management processes overall, including management of cyber and other security risks •Review and approve significant corporate actions




						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 our diversity, equity and inclusion programs •Review and approve executive compensation




						Governance •Ensure an effective corporate governance practice •Oversee our ethics and compliance programs •Review and enhance Board performance •Elect directors to fill vacant positions between Annual Meetings •Oversee our commitment to sustainability •Provide advice to management


						ROLES AND RESPONSIBILITIES Assist the Board in overseeing the Company’s financial and enterprise-related risk activities, 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 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 overall risk management process at the Company level •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 material written communications with management •reviewing with the General Counsel, at least annually, the status of significant pending litigation and various other significant legal, compliance or regulatory matters •reviewing with the Chief Ethics and Compliance Officer, at least annually, the state of the Company’s global compliance program •reviewing, at least quarterly, matters that are communicated through the Company’s OpenLine reporting system •providing oversight and reviewing periodically the Company’s management of its financial risks, including at the sector level, as well as the Company’s management of its risks related to cybersecurity, insurance, nuclear, natural and environmental (including climate change) matters •providing oversight of internal controls over publicly reported data in environmental, social and governance (ESG) and in Task Force on Climate-related Financial Disclosures reports, and oversight of audit and assurance processes for ESG reporting •reviewing any significant issues raised by the internal audit function and, as appropriate, management’s actions for remediation
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 2023: 8 * Qualifies as Audit Committee Financial Expert; all members are financially literate.


						ROLES AND RESPONSIBILITIES Assist the Board in overseeing the Company’s corporate governance 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 and other corporate 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 management and 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, experience, diversity 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 2023: 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 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 Sustainability Report and Task Force on Climate-Related Financial Disclosures reports •reviewing and providing oversight of the Company’s policies supporting human rights and health and safety, and receiving an update from the Company’s General Counsel at least annually on the Company’s Human Rights Working Group •reviewing and providing oversight over the Company’s ethics and corporate social responsibility policies and programs •reviewing the Company’s public relations strategy •reviewing the Company’s government relations strategy and providing oversight of the compliance and policies of the political action committee •reviewing and provide oversight of the Company’s community relations programs and support of charitable organizations
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 2023: 4