NORTHROP GRUMMAN CORP /DE/
For the period ended May 20, 2026. Filed Apr 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 3, 2026
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. For additional information about these topics, please refer to the discussions contained in this Proxy Statement and in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K) filed with the U.S. Securities and Exchange Commission (SEC) on January 27, 2026.
We intend to mail a Notice of Internet Availability of Proxy Materials to Shareholders of record as of the Record Date and to make this Proxy Statement and accompanying materials available on the internet on or about April 3, 2026.
2025 Performance Highlights
We achieved another year of exceptional financial performance in 2025 while staying focused on executing our strategy and deploying capital to drive value creation. Another year of record-breaking backlog reflects the enduring demand for our capabilities and the alignment of our portfolio with key defense priorities. Sales reached $42 billion for the year, operating margin rate expanded by 20 basis points, and diluted earnings per share (EPS) rose to $29.08, with mark-to-market (MTM) adjusted EPS* coming in at $26.34 – exceeding the high end of our guidance. Operating cash flow increased by 8% and free cash flow* increased by 26% year over year, fueled by the growth of our business and disciplined working capital management. Our capital deployment strategy continues to prioritize high-impact investments in our business that generate lasting value for both our customers and shareholders.
| Financial Highlights | ||
|---|---|---|
| Record backlog of $95.7 billion or more than 2x our annual sales | Sales of $42 billion, up 2% year over year and up 3% organically* | Operating Margin (OM) rate of 10.8%, an increase of 20 basis points compared to 2024 |
| Net cash provided by operating activities of $4.8 billion and free cash flow* of $3.3 billion | Invested $1.5 billion in capital expenditures, equating to 3.5% of company sales | Increased our quarterly dividend by 12%, our 22nd consecutive annual increase |
- This metric is a non-GAAP financial measure. For more information, see ”Appendix A - Use of Non-GAAP Financial Measures.”
| 2026 Proxy Statement | 7 |
|---|
Executive Compensation Highlights
We are committed to performance-based executive compensation programs that align with our shareholders’ interests, reflecting our Company’s objectives and our strategy of investing for and delivering long-term profitable growth.
Compensation Snapshot
| CEO | Other Named Executive Officers (NEOs) |
|---|
Paying For Performance
In 2025, we continued to maintain robust pay-for-performance practices. All incentive plan performance payouts reflect our performance against our 2025 goals.
| We delivered strong financial performancein 2025 | 114%2025 ANNUAL INCENTIVE PLAN(AIP) PAY FOR OUR NEOs | 148%2025 LONG-TERM INCENTIVE PLAN(LTIP) PAYOUT FOR OUR NEOs |
|---|
| We are committed to an unrelenting focus on our customers, an inclusive workplace for our employees and environmental sustainability. To reinforce these commitments we included related strategic performance metrics in our executive compensation program. | 2025 Non-financial Metrics in Annual Incentives |
|---|---|
| CustomerQuality | Customer Satisfaction | |
| PeopleInclusion and Belonging | |
| EnvironmentEnvironmental Sustainability |
| 8 | Northrop Grumman |
High Say-on-Pay Support
| ConsistentShareholder Approval95%3-YEAR AVERAGE OF SHAREHOLDER VOTES IN FAVOR OF SAY-ON-PAY | Highlights of our executive compensation programs: | |||
|---|---|---|---|---|
| Over 80% of Executive Compensation is Variable | Stock Ownership Guidelines for All Officers:CEO 7xOther NEOs 3x | 3-Year Mandatory Holding Period for 50% of Vested Shares | ||
| Recoupment Policy on Cash and Equity Incentive Payouts | No Individual Change in Control Agreements | No Hedging or Pledging of Company Stock | ||
| 2026 Proxy Statement | 9 |
|---|
Board Nominee Highlights
| Age* | DirectorSince | Committee Memberships |
|---|---|---|
| Name and Professional Background · AR · CH · NG · P | ||
| David P. AbneyFormer Executive Chairman of the Board of Directors and Chief Executive Officer of United Parcel Service, Inc. (UPS) | 70 | 06/2020 |
| Marianne C. BrownFormer Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc. | 67 | 03/2015 |
| Christopher W. GradyRetired Admiral, U.S. Navy and Former Vice Chairman of the Joint Chiefs of Staff | 63 | 02/2026 |
| Arvind KrishnaChairman and Chief Executive Officer, International Business Machines Corporation (IBM) | 63 | 11/2022 |
| Kimberly A. RossFormer Chief Financial Officer, WeWork and Baker Hughes Company | 60 | 03/2023 |
| Gary RougheadRetired Admiral, U.S. Navy and Former Chief of Naval Operations | 74 | 02/2012 |
| Thomas M. SchoeweFormer Executive Vice President and CFO, Wal-Mart Stores, Inc. | 73 | 08/2011 |
| James S. TurleyFormer Chairman and Chief Executive Officer, Ernst & Young | 70 | 02/2015 |
| Kathy J. WardenChair, Chief Executive Officer and President, Northrop Grumman Corporation | 54 | 07/2018 |
| Mark A. Welsh IIIFormer President, Texas A&M University; Retired General, U.S. Air Force and Former Chief of Staff, U.S. Air Force | 72 | 12/2016 |
| Mary A. WinstonPresident and Founder of WinsCo Enterprises, Inc. | 64 | 03/2023 |
| AR | Audit and Risk Committee | NG | Nominating and Corporate Governance Committee | Chair | Member |
|---|---|---|---|---|---|
| CH | Compensation and Human Capital Committee | P | Policy Committee | ||
| * Age as of April 3, 2026. | |||||
| 10 | Northrop Grumman |
We have a highly qualified slate of Board nominees
| AVERAGE AGE66.4YEARS | AVERAGE TENURE7.6YEARS |
|---|
Our Board brings avast array of experience and talents that help foster the long-term success of the Company, and benefit all of its stakeholders:
| Senior Leadership Experience | Senior Government/Military Experience |
| Corporate Governance Expertise | International Experience |
| Financial Expertise/Literacy | Human Capital Strategy/Talent Management |
| Risk Oversight/Management | Cybersecurity/Technology Expertise |
| Defense and Industrial Experience | Environmental Sustainability/Corporate Responsibility |
| 2026 Proxy Statement | 11 |
|---|
Governance Highlights
| STRONG INDEPENDENTOVERSIGHT | COMMITMENT TO BOARDEFFECTIVENESS | ROBUST SHAREHOLDERRIGHTS |
|---|---|---|
| 92% independent Board Fully independent Board committees Lead Independent Director with robust responsibilities and oversight Regular executive sessions | Thorough annual self-assessment of Board, committee and individual director performance Overboarding policy (no more than three other public company boards without the consent of the Chair, Nominating and Corporate Governance Committee) Focus on ability to devote appropriate time and resources | Annual director elections with majority voting standard in uncontested elections Proxy access Right to call special meeting at 15% threshold Right to act by written consent No supermajority voting requirements |
| BOARD REFRESHMENT, COMPOSITION AND RECOGNITION | ALIGNMENT AND ENGAGEMENT WITH SHAREHOLDER INTERESTS |
| Sustained history of highly qualified directors with wide-ranging skills and perspectives, including current slate of director nominees Mandatory retirement at age 75 Consistent Board refreshment (6 directors have been added and 5 directors have left our Board since 2020) Our directors are consistently recognized for being influential corporate directors Our Chair, CEO and President, Kathy Warden, was awarded the Voice of Industry Award from the Aerospace Industries Association | Extensive shareholder engagement program providing for regular shareholder access to management and directors Executive compensation metrics that reflect commitment to investing for and achieving long-term profitable growth, maintaining alignment with shareholders’ interests Stock ownership requirements for directors and executive officers Robust recoupment policy for incentive compensation |
| SUSTAINABILITY AND CORPORATE RESPONSIBILITY | ||
|---|---|---|
| Strong ethics program and corporate culture Engaged and talented workforce Human Rights Policy with robust oversight Long-standing commitment to effective corporate governance and shareholder rights | Chief Environment, Quality and Safety Officer focused on fostering a strong safety culture throughout the organization, in addition to implementing strategies for product quality, enhanced risk assessment and mitigation, and environmental regulatory compliance | Transparent political contributions policy and trade association activity aligned with Company business objectives and values Far-reaching engagement with local communities Global Corporate Responsibility team focused on strengthening corporate culture and communities |
| 12 | Northrop Grumman |
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