8-KLeadership ChangesRegulation FDOther Events+1

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (Sep 17, 2009)

Filed September 17, 2009For Securities:NOC

Summary

Northrop Grumman Corporation announced significant leadership transitions in this 8-K filing. Effective December 31, 2009, CEO and Chairman Ronald D. Sugar will resign from his executive roles and board seat, although he will remain an employee assisting with transition until June 30, 2010, and will become Chairman Emeritus. His retirement package includes continued salary, bonus eligibility for 2009, continued benefits, and accelerated vesting of unvested stock options upon his June 30, 2010 retirement. Wesley G. Bush, currently President and Chief Operating Officer, has been elected as the new CEO and President, effective January 1, 2010. Lewis W. Coleman, a current board member and Lead Independent Director, will assume the role of non-executive Chairman of the Board, also effective January 1, 2010. These changes represent a planned succession and are detailed in a press release filed with the SEC.

Key Highlights

  • 1CEO and Chairman Ronald D. Sugar announced his intention to retire from his executive positions by December 31, 2009, and from the company on June 30, 2010.
  • 2Wesley G. Bush, currently President and COO, will succeed Dr. Sugar as CEO and President, effective January 1, 2010.
  • 3Lewis W. Coleman, current Lead Independent Director, will become the non-executive Chairman of the Board, effective January 1, 2010.
  • 4Dr. Sugar will transition to Chairman Emeritus and remain an employee through June 30, 2010, to assist with transition.
  • 5Dr. Sugar's retirement package includes continued salary, 2009 bonus eligibility, benefits, and accelerated vesting of unvested stock options upon his June 2010 retirement.
  • 6No severance will be paid to Dr. Sugar, consistent with company policy.
  • 7Wesley G. Bush has been elected to the Board of Directors, effective immediately.

Frequently Asked Questions

The changes will take effect on January 1, 2010. Ronald D. Sugar will resign as CEO and Chairman on December 31, 2009, Wesley G. Bush will become CEO and President on January 1, 2010, and Lewis W. Coleman will become non-executive Chairman on January 1, 2010.

Dr. Sugar will remain an employee through June 30, 2010, to assist with transitional issues in an officer role. He will also assume the title of Chairman Emeritus on January 1, 2010.

Dr. Sugar will continue to receive his current base salary and will be eligible for a 2009 bonus. He will also continue to participate in normal benefits and perquisites. His unvested stock options will vest upon his June 30, 2010 retirement. He will not receive severance pay.

Wesley G. Bush is the incoming CEO and President. He has held various senior leadership roles at Northrop Grumman since 2003, including President and Chief Operating Officer, Space Technology Sector President, and Chief Financial Officer. He has a strong engineering background with degrees from MIT.