8-KLeadership ChangesOther EventsExhibits & Filings

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (Jul 24, 2012)

Filed July 24, 2012For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) announced a series of significant leadership changes and executive retirements through an 8-K filing on July 23, 2012. Key executive retirements include James E. Pitts and Gary W. Ervin, both Corporate Vice Presidents, from their respective sector presidencies effective December 31, 2012. Mr. Ervin will remain with the company in a non-executive capacity until February 28, 2013, to facilitate transition and will receive a $2.5 million transition bonus, alongside continued vesting of certain stock awards and a cash payment for forfeited awards. The company also detailed several new officer appointments and elected individuals to new leadership roles, effective January 1, 2013, including Linda A. Mills as Corporate Vice President, Operations. These changes reflect a planned transition in executive leadership across several key sectors, including Electronic Systems, Aerospace Systems, Information Systems, and other operational and financial functions. Investors should note the financial implications of Mr. Ervin's retirement agreement, particularly the bonus and stock-related payments.

Key Highlights

  • 1Retirement of two key Corporate Vice Presidents: James E. Pitts (Electronic Systems) and Gary W. Ervin (Aerospace Systems), both effective December 31, 2012.
  • 2Gary W. Ervin will remain with the company in a non-executive role until February 28, 2013, to ensure a smooth transition.
  • 3Gary W. Ervin will receive a $2.5 million transition bonus as part of his retirement agreement.
  • 4Mr. Ervin's retirement agreement includes continued vesting of Restricted Performance Stock Rights (RPSRs) and a cash payment for forfeited 2011/2012 Restricted Stock Rights (RSRs).
  • 5Several new officer appointments and leadership changes are effective January 1, 2013, across various sectors (e.g., Operations, Electronic Systems, Aerospace Systems, Information Systems).
  • 6Linda A. Mills appointed Corporate Vice President, Operations, effective January 1, 2013.
  • 7The filing includes a press release (Exhibit 99.1) detailing these leadership announcements.

Frequently Asked Questions

Northrop Grumman announced the retirement of Corporate Vice Presidents James E. Pitts and Gary W. Ervin from their sector presidencies effective December 31, 2012. The company also announced several new executive appointments and leadership transitions across various sectors, effective January 1, 2013.

Gary W. Ervin will receive a $2.5 million transition bonus. He will also continue to vest in his outstanding RPSRs through the remainder of their performance period. Additionally, he will receive a cash payment equal to the value of his forfeited 2011 and 2012 RSR awards, to be paid by February 15, 2015.

Several individuals have been appointed to new officer positions effective January 1, 2013, including Linda A. Mills as Corporate Vice President, Operations; Mark A. Caylor as Corporate Vice President and President, Enterprise Shared Services; Gloria A. Flach as Corporate Vice President and President, Electronic Systems; Christopher T. Jones as Corporate Vice President and President, Technical Services; Thomas E. Vice as Corporate Vice President and President, Aerospace Systems; and Kathy J. Warden as Corporate Vice President and President, Information Systems. David T. Perry was appointed Corporate Vice President and Chief Global Business Development Officer effective July 23, 2012.

Yes, Gary W. Ervin has a Retirement and Separation Agreement that includes a $2.5 million bonus, continued vesting of certain stock awards, and a cash payment for forfeited stock awards. These benefits are contingent upon meeting the terms of the agreement, which include a release and non-compete/non-solicitation provisions.