8-KLeadership Changes

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (Aug 21, 2026)

Filed August 21, 2026For Securities:NOC

Summary

Northrop Grumman Corporation announced on August 21, 2026, a significant one-time performance-based equity grant to its Chair, CEO, and President, Kathy J. Warden. This award underscores the Board's recognition of Ms. Warden's leadership and aims to further align her incentives with shareholder and customer interests. The grant is designed to reward sustained performance and retention through a long-term performance period.

Key Highlights

  • 1One-time performance-based equity grant approved for CEO Kathy J. Warden.
  • 2Award intended to recognize and sustain critical leadership contributions.
  • 3Performance metrics tied to Company's absolute stock price appreciation/depreciation.
  • 4Performance period extends through December 31, 2031.
  • 5Payout range from 0% to 150% of a target 35,910 Market Stock Units (MSUs).
  • 6Specific stock price thresholds for payout: 0% at >25% depreciation, 10% appreciation for target award, 150% at >=50% appreciation.
  • 7Grant is generally contingent on Ms. Warden's continued service throughout the performance period.

Frequently Asked Questions

The grant is a one-time, performance-based award designed to recognize Ms. Warden's crucial leadership contributions, encourage her continued service, and align her financial interests with those of the Company's shareholders and customers over a long-term horizon.

The award's payout is directly linked to Northrop Grumman's absolute stock price performance. It will be measured by the percentage of stock price appreciation or depreciation over a period ending December 31, 2031.

The award has defined thresholds: a 0% payout if the stock price depreciates by more than 25%, a target payout (100%) if the stock price appreciates by at least 10%, and a maximum payout (150%) if the stock price appreciates by 50% or more. The range for earning is 0% to 150% of the target 35,910 MSUs.

Yes, the award is generally subject to Ms. Warden's continued employment and service with Northrop Grumman throughout the entire performance period, which concludes on December 31, 2031.