Summary
This 8-K filing from Northrop Grumman Corporation, filed on February 16, 2012, primarily details executive compensation decisions made on February 15, 2012. Key decisions include maintaining 2012 base salaries for named executive officers, increasing Annual Incentive Targets for most executives to 100% of base salary (from 75%), and awarding Restricted Performance Stock Rights (RPSR) for the 2012-2014 performance period, measured by relative Total Shareholder Return (TSR). Further amendments were made to the terms of the 2012 RPSR and Restricted Stock Right (RSR) awards. For RPSR, the maximum payout was reduced from 200% to 150% of the award, with a cap of 100% if TSR is negative. Dividend equivalents will be paid on RPSR awards. For RSR awards, a three-year cliff vesting schedule was implemented, and dividend equivalents will also be paid on these awards. The filing also notes that details of these compensation actions will be included in the company's 2012 Proxy Statement.
Key Highlights
- 1No change in 2012 base salaries for named executive officers.
- 2Annual Incentive Targets for most named executive officers increased from 75% to 100% of base salary for 2012.
- 3Restricted Performance Stock Rights (RPSR) awarded for 2012-2014 performance period, measured by relative Total Shareholder Return (TSR).
- 4Maximum payout for RPSR reduced from 200% to 150% of the award granted.
- 5RPSR payout capped at 100% of the award if total shareholder return over the performance period is negative.
- 6Dividend equivalents will be paid on both RPSR and Restricted Stock Right (RSR) awards.
- 7Restricted Stock Rights (RSR) awards amended to include a three-year cliff vesting schedule.