NORTHROP GRUMMAN CORP (NOC)

Sector: Industrials

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2026 Annual Meeting Analysis

NORTHROP GRUMMAN CORP · Meeting: May 20, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

11

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of the 11 Director Nominees Named in this Proxy Statement

11 FOR
✓ FOR
Kathy J. Warden

Warden serves as CEO and director; the TSR underperformance trigger does not apply because NOC's 3-year return of +60% exceeds the strong-positive threshold (the gap versus the peer median is only -15.8pp, well below the 65pp trigger), no overboarding or attendance issues exist, and her defense/aerospace expertise is directly relevant.

✓ FOR
David P. Abney

Abney holds two outside public company board seats (Freeport-McMoRan and Target), which is within the policy limit; the TSR trigger does not apply given the -15.8pp gap versus the peer median is far below the 65pp threshold; he brings strong CEO/COO and logistics experience relevant to oversight.

✓ FOR
Marianne C. Brown

Brown holds three outside public company board seats (Akamai, Charles Schwab, IBM), meeting the policy limit exactly; the TSR trigger does not apply; she brings IT, cybersecurity, and COO experience relevant to a defense technology company.

✓ FOR
Christopher W. Grady

Grady joined the board in February 2026, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; his background as former Vice Chairman of the Joint Chiefs of Staff is highly relevant to Northrop Grumman's defense business.

✓ FOR
Arvind Krishna

Krishna holds one outside public company board seat (IBM, where he is also CEO); as a sitting CEO he is within the one outside board limit under policy; the TSR trigger does not apply; his technology, AI, and multinational leadership expertise is relevant.

✓ FOR
Kimberly A. Ross

Ross holds two outside public company board seats (Cigna, KKR), within the policy limit; the TSR trigger does not apply; her CFO experience at multiple large public companies and audit committee financial expert designation are directly relevant.

✓ FOR
Gary Roughead

Roughead has no outside public company board seats listed; the TSR trigger does not apply given the gap of -15.8pp versus the peer median is far below the 65pp threshold; his naval career and national security expertise are highly relevant to Northrop Grumman's mission.

✓ FOR
Thomas M. Schoewe

Schoewe has no current public company board seats listed; the TSR trigger does not apply; his CFO experience at Walmart and Black & Decker and audit committee financial expert designation are directly relevant.

✓ FOR
James S. Turley

Turley holds three outside public company board seats (Citigroup, Emerson Electric as independent chair, Precigen), meeting the policy limit exactly; the TSR trigger does not apply; his Ernst & Young chairman/CEO background and audit expertise are highly relevant.

✓ FOR
Mark A. Welsh III

Welsh has no current public company board seats listed; the TSR trigger does not apply; his career as Chief of Staff of the U.S. Air Force and Joint Chiefs member provides directly relevant defense and aerospace oversight expertise.

✓ FOR
Mary A. Winston

Winston holds two outside public company board seats (Chipotle, Toronto-Dominion Bank), within the policy limit; the TSR trigger does not apply; her CFO experience and corporate governance expertise are directly relevant.

All 11 director nominees receive a FOR vote. NOC's 3-year total return of +60% is strongly positive, and the gap versus the company-disclosed peer group median of -15.8 percentage points is well below the 65-percentage-point underperformance threshold required to trigger a vote against any director. No director exceeds the overboarding limit, all directors met the 75% attendance threshold in 2025, all independent directors are properly designated, and the board discloses a skills matrix. Admiral Grady joined in February 2026 and is exempt from the TSR trigger as a new director within 24 months.

Say on Pay

✓ FOR

CEO

Kathy J. Warden

Total Comp

$25,357,443

Prior Support

95%%

CEO total compensation of approximately $25.4 million is within an expected range for the leader of a $100 billion market cap defense company, with over 92% of compensation structured as variable or performance-based pay (far exceeding the 50-60% minimum threshold), demonstrating a strong pay-for-performance orientation. The incentive program uses meaningful long-term metrics — relative total shareholder return, return on invested capital, and cumulative free cash flow over a three-year period — which are the types of rigorous, harder-to-manipulate measures the policy favors. Shareholders gave the program 95% approval in 2025 (a three-year average of 95%), the company has a robust clawback policy, and NOC's stock delivered a positive 60% return over three years, meaning above-benchmark incentive payouts (the long-term plan paid out at 148% of target) were earned alongside solid shareholder value creation.

Auditor Ratification

✓ FOR

Auditor

Deloitte & Touche LLP

Tenure

N/A

Audit Fees

$21,922,000

Non-Audit Fees

$477,000

Non-audit fees (tax-related fees of $427,000 plus all other fees of $50,000, totaling $477,000) represent only about 2.2% of audit fees of $21,922,000, which is far below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire. Deloitte is a Big 4 firm appropriate for a $100 billion market cap company with complex global defense operations, and no material financial restatements are disclosed.

Stockholder Proposals

1 proposal submitted by shareholders

Proposal 4

Shareholder Proposal to Provide for an Independent Board Chair

✗ AGAINST
Filed by:Not explicitly named in the extracted textOtherGovernance
Board recommends: AGAINST
combined CEO-Chair structure offset by strong Lead Independent Director with robust enumerated responsibilities92% independent board with fully independent committeesno prior-year vote data available to signal elevated shareholder concern

The proposal asks for a policy requiring an independent board chair, which is a legitimate governance ask under the policy framework; however, the company has partially addressed the underlying concern through a Lead Independent Director structure with explicitly enumerated, robust responsibilities — including the authority to call and chair independent director meetings, set agendas, engage shareholders, and lead CEO evaluation — which meaningfully replicates many functions of an independent chair. With 92% of the board being independent, fully independent committees, and no prior-year vote data indicating elevated shareholder concern on this issue, the existing governance structure is adequate to protect shareholder interests without mandating a structural change. On balance, the structural safeguards in place are sufficient to vote against this proposal at this time.

Overall Assessment

The 2026 Northrop Grumman annual meeting presents a straightforward ballot: all 11 director nominees, the Say on Pay proposal, and the auditor ratification each receive a FOR vote based on strong governance practices, a clean auditor fee ratio, and a well-structured performance-based compensation program that delivered results aligned with positive shareholder returns. The one stockholder proposal — requesting an independent board chair — receives an AGAINST vote because the company's robust Lead Independent Director structure, highly independent board, and fully independent committees already address the governance concern the proposal seeks to remedy.

Filing date: April 3, 2026·Policy v1.2·high confidence

Compensation Peer Group

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