8-KLeadership Changes

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (Feb 18, 2022)

Filed February 18, 2022For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) filed an 8-K report on February 17, 2022, detailing compensation decisions made by its Compensation Committee and Board of Directors on February 15, 2022, impacting named executive officers. The report outlines the approved financial and non-financial metrics for the 2022 Annual Incentive Plan (ICP) and the performance metrics for Restricted Performance Stock Rights (RPSR) for the 2022-2024 performance period. These decisions are key for understanding how executive compensation will be aligned with the company's financial and strategic objectives for the upcoming year and beyond. Key aspects of the compensation plan include a focus on cash flow from operations, segment operating income growth, adjusted operating margin rate, and non-financial metrics such as diversity, equity, inclusion, employee experience, environmental sustainability, quality, and customer satisfaction. The RPSR awards are tied to cumulative free cash flow, return on invested capital, and relative total shareholder return. Notably, the company has continued its practice of not awarding stock options.

Key Highlights

  • 1Approved 2022 goals and metrics for the Annual Incentive Plan (ICP) and Incentive Compensation Plan (ICP).
  • 2Key ICP financial metrics include cash flow from operations (35%), segment operating income growth (35%), and adjusted operating margin rate (20%).
  • 3Non-financial metrics for ICP include People (DEI & employee experience), Environment (sustainability), and Customer (quality & satisfaction), weighted at 10%.
  • 4Awarded Restricted Performance Stock Rights (RPSR) for the 2022-2024 period.
  • 5RPSR metrics are cumulative free cash flow (1/3), return on invested capital (1/3), and relative total shareholder return (1/3).
  • 6Approved Restricted Stock Rights (RSR) that will vest on February 18, 2025.
  • 7No stock options were awarded to named executive officers, consistent with prior years.

Frequently Asked Questions

For the 2022 Annual Incentive Plan, the key financial metrics are cash flow from operations before discretionary pension funding (35%), segment operating income growth (35%), and adjusted operating margin rate (20%). The non-financial metrics, weighted at 10%, focus on People (diversity, equity & inclusion and employee experience), Environment (environmental sustainability), and Customer (quality and customer satisfaction).

The Restricted Performance Stock Rights (RPSR) for the 2022-2024 performance period will be measured against cumulative free cash flow (1/3), return on invested capital (1/3), and relative total shareholder return (1/3).

No, similar to prior years, the Compensation Committee did not award any stock options to the named executive officers as part of these compensation actions.

The filing indicates that other than as described, there are no material changes from 2021 in the terms of the 2022 Restricted Stock Rights (RSR) awards for the named executive officers. These RSRs are set to vest on February 18, 2025.