01—Abstract
Summary
Summary of the 8-K filed March 15, 2023. Cited figures are marked; the original filing is the authoritative source.
Northrop Grumman Corporation (NOC) announced a significant expansion of its Board of Directors, appointing two new independent directors, Kimberly A.
Ross and Mary A. Winston, effective March 15, 2023. This move increases the Board's size from fourteen to fifteen members.
Both Ms. Ross and Ms. Winston bring extensive financial and executive leadership experience, with past roles including CFO and other senior financial positions at prominent companies such as Baker Hughes, Avon Products, WeWork, Bed Bath & Beyond, and Family Dollar Stores. Their appointments are intended to enhance the Board's expertise in financial oversight and governance.
02—Key points
Key Highlights
- Appointment of two new independent directors, Kimberly A. Ross and Mary A. Winston, to the Board of Directors.
- Board size increased from 14 to 15 members.
- Kimberly A. Ross brings substantial CFO experience from companies like Baker Hughes and Avon Products, and has been designated an 'audit committee financial expert'.
- Mary A. Winston has served as interim CEO of Bed Bath & Beyond and held CFO roles at Family Dollar Stores and Giant Eagle.
- Ms. Ross will serve on the Audit and Risk Committee and the Policy Committee.
- Ms. Winston will serve on the Compensation Committee and the Policy Committee.
- New directors will receive an annual cash retainer of $140,000 and an annual equity grant of $175,000 in deferred stock units, prorated for 2023.
03—Questions
Frequently Asked Questions
Why did Northrop Grumman appoint new directors?
Northrop Grumman appointed Kimberly A. Ross and Mary A. Winston to its Board of Directors to enhance its expertise in financial oversight, audit, risk, and corporate governance. Both individuals bring extensive experience as financial executives and board members at public companies.
What is the compensation for the new directors?
Ms. Ross and Ms. Winston are each entitled to an annual cash retainer of $140,000 and an annual equity grant valued at $175,000 in deferred stock units. These amounts will be prorated for the remainder of 2023.
How does this change affect the Board's composition?
The appointment of these two new directors increases the size of the Board of Directors from fourteen to fifteen members, allowing for greater diversity of skills and experience on the Board.
Are the new directors considered independent?
The filing describes Ms. Ross and Ms. Winston as independent directors, and their backgrounds suggest they meet standard independence criteria for board members. Ms. Ross is also specifically designated as an 'audit committee financial expert'.
04—Continue