8-KLeadership ChangesExhibits & Filings

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (Feb 13, 2026)

Filed February 13, 2026For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) announced a significant addition to its Board of Directors with the election of Admiral Christopher W. Grady, former Vice Chairman of the Joint Chiefs of Staff. This appointment, effective February 12, 2026, not only brings extensive military and strategic leadership experience to the board but also strengthens its oversight capabilities with Admiral Grady's placement on the Audit and Risk Committee and the Policy Committee. His compensation includes an annual retainer and equity grant, reflecting his senior role and contributions to the company. Beyond the board composition, the company also outlined its executive compensation framework for 2026. This includes the approval of performance goals under its annual incentive and long-term incentive plans, focusing on a balanced mix of financial metrics such as cash flow, segment operating income, and sales, alongside critical strategic performance indicators like Quality, Customer Satisfaction, and Sustainability. The structure of Restricted Performance Stock Rights (RPSR) and Restricted Stock Rights (RSR) remains largely consistent with prior years, emphasizing cumulative free cash flow, return on invested capital, and relative total shareholder return as key performance drivers for long-term incentives.

Key Highlights

  • 1Admiral Christopher W. Grady, former Vice Chairman of the Joint Chiefs of Staff, has been elected to the Board of Directors.
  • 2The Board size has been increased from 12 to 13 members to accommodate the new appointment.
  • 3Admiral Grady has been appointed to the Audit and Risk Committee and the Policy Committee, enhancing board oversight.
  • 4James S. Turley has been designated as the Lead Independent Director, effective May 20, 2026, succeeding Madeleine A. Kleiner who is retiring.
  • 5The 2026 goals for the Annual Incentive Plan and Incentive Compensation Plan (ICP) have been approved, with a 40% weighting on financial metrics (cash flow, segment operating income, sales) and 60% on strategic performance metrics.
  • 6Strategic performance metrics for the ICP include Quality, Customer Satisfaction, On-Time Delivery, Scaling/Production Capacity, Belonging, and Sustainability.
  • 7Restricted Performance Stock Rights (RPSR) for 2026-2028 will be measured by cumulative free cash flow, return on invested capital, and relative total shareholder return (each 1/3 weighting).

Frequently Asked Questions

Admiral Grady brings extensive strategic leadership experience, having served as the 12th Vice Chairman of the Joint Chiefs of Staff and having over 40 years of service in the U.S. Navy. His appointment is expected to enhance the board's oversight, particularly in areas related to risk, policy, and strategic direction, given his placement on the Audit and Risk Committee and the Policy Committee.

Executive compensation for 2026 will be tied to a mix of financial and strategic performance metrics. The annual incentive plan (ICP) will balance cash flow, segment operating income, and sales (40% total) with strategic goals like Quality, Customer Satisfaction, and Sustainability (60% total). Long-term incentives, in the form of Restricted Performance Stock Rights, will focus on cumulative free cash flow, return on invested capital, and relative total shareholder return.

The filing states that there are no material changes from 2025 in the terms of the 2026 Restricted Performance Stock Rights (RPSR) and Restricted Stock Rights (RSR) awards for the named executive officers. This indicates a continuity in the company's approach to long-term incentive compensation.

Madeleine A. Kleiner is retiring from the Board at the 2026 Annual Meeting of Shareholders because she will have reached the Board's retirement age. Admiral Christopher W. Grady has been elected to the Board, increasing its size, but he is not a direct replacement for Ms. Kleiner in terms of committee focus or succession planning for her specific role.