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Northrop Grumman (NYSE: NOC) ties CEO payoff to 2031 stock test

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northrop Grumman Corporation (NOC) approved a one-time, performance-based equity grant for Kathy J. Warden, Chair, Chief Executive Officer and President. The grant consists of 35,910 Market Stock Units (MSUs), with an earn-out range from 0% to 150% of target based on the company’s absolute stock price performance over a performance period ending December 31, 2031. A 0% payout applies if the stock price depreciates by more than 25%, and a 150% payout applies if it appreciates by 50% or more. To earn the target award, the stock price must appreciate by at least 10%. The award is generally conditioned on Ms. Warden’s continued service through the performance period and is governed by the applicable Market Stock Units Grant Agreement.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Target Market Stock Units 35,910 MSUs One-time performance-based grant to the CEO
Payout Range 0% to 150% of target Range of MSUs that may be earned based on stock performance
Performance Period End Date December 31, 2031 End of performance period for MSU award
Depreciation Threshold for 0% Payout More than 25% depreciation Absolute stock price performance condition for no payout
Appreciation Threshold for Maximum Payout 50% or more appreciation Absolute stock price performance condition for 150% payout
Appreciation Required for Target Payout At least 10% appreciation Absolute stock price performance condition for target MSUs
Market Stock Units financial
"A range from 0% to 150% of the target 35,910 Market Stock Units"
absolute stock price appreciation financial
"may be earned based on the Company’s absolute stock price appreciation"
performance period financial
"over a performance period ending December 31, 2031"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
performance-based equity financial
"approved a one-time grant of performance-based equity to Kathy J. Warden"

FAQ

What executive equity award did NORTHROP GRUMMAN CORP (NOC) grant to its CEO?

Northrop Grumman granted Kathy J. Warden a one-time performance-based award of 35,910 Market Stock Units (MSUs), with payout tied to the company’s absolute stock price performance through December 31, 2031, and subject to continued service during the performance period.

How is the payout range structured for the new MSU grant at NOC?

The MSU grant can pay from 0% to 150% of the 35,910 target units. Payout is based on absolute stock price performance over the period ending December 31, 2031, with thresholds defined for both depreciation and appreciation.

What stock price change is required for the CEO to receive target payout under NOC’s MSUs?

To earn the target award of 35,910 MSUs, Northrop Grumman’s stock price must appreciate by at least 10% over the performance period ending December 31, 2031, as measured on an absolute stock price basis.

When does the performance period for Northrop Grumman’s new MSU award end?

The performance period for the one-time Market Stock Unit award to Kathy J. Warden ends on December 31, 2031. Payout from 0% to 150% of the 35,910 target units depends on absolute stock price appreciation or depreciation over this period.

What happens to the MSU payout at NOC under significant stock price moves?

If Northrop Grumman’s stock price depreciates by more than 25%, the payout is 0%. If it appreciates by 50% or more, the payout is 150% of the 35,910 target MSUs. Intermediate outcomes depend on the company’s absolute stock price performance.

Is continued employment required for NOC’s CEO to earn the new MSU award?

Yes. The MSU award to Kathy J. Warden is generally subject to her continued service to Northrop Grumman through the performance period ending December 31, 2031, and it is governed by the applicable Market Stock Units Grant Agreement.

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falseNORTHROP GRUMMAN CORP /DE/000113342100011334212026-08-192026-08-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 19, 2026
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware1-1641180-0640649
(State or Other Jurisdiction
of Incorporation or Organization)
 
(Commission File Number)
 
(IRS Employer
Identification Number)

2980 Fairview Park Drive, Falls Church, VA 22042
(Address of principal executive offices)(Zip Code)

(703) 280-2900
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockNOCNew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 19, 2026, the independent members of the Board of Directors of Northrop Grumman Corporation (the “Company”) approved a one-time grant of performance-based equity to Kathy J. Warden, Chair, Chief Executive Officer and President. This award recognizes and is intended to sustain Ms. Warden’s critical leadership contributions and strengthens alignment of her interests with those of the Company’s shareholders and customers.

A range from 0% to 150% of the target 35,910 Market Stock Units (“MSUs”) may be earned based on the Company’s absolute stock price appreciation or depreciation over a performance period ending December 31, 2031, with 0% payout if more than 25% depreciation and 150% payout if 50% or more appreciation. To earn a target award, the stock price must appreciate by at least 10%. The award is generally subject to Ms. Warden’s continued service to the Company through the performance period.

The award is subject to the terms and conditions of the applicable Market Stock Units Grant Agreement.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHROP GRUMMAN CORPORATION
(Registrant)
By:/s/ Jennifer C. McGarey
(Signature)
Jennifer C. McGarey
Corporate Vice President and Secretary

Date: August 21, 2026

Filing Exhibits & Attachments

3 documents