DEF 14A of Northrop Grumman Corp /De/, Apr 3, 2024

DEF 14A of Northrop Grumman Corp /De/

Filed Apr 3, 2024 · FY20230001133421-24-000021

Open on EDGAR

  1. Table of Contents

    | Compensation Tables | | 71 | | Summary Compensation Table | | 71 | | 2023 Grants of Plan-Based Awards | | 73 | | Outstanding Equity Awards at 2023 Fiscal Year End | | 74 | | 2023 Stock Vested | | 75 | | 2023 Pension Benefits | | 76 | | 2023 Nonqualified Deferred Compensation | | 79 | | Termination Payments and Benefits | | 80 | | 2023 CEO Pay Ratio | | 84 | | Pay Versus Performance | | 85 | | Equity Compensation Plan Information | | 89 | | | Proposal 3: Ratification of Appointment of Independent Auditor | 90 | | Audit Fees and All Other Fees | | 90 | | Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services | | 91 | | Audit and Risk Committee Report | | 91 | | | Proposal 4: Elimination of Personal Liability of Officers for Monetary Damages for Breach of Certain Fiduciary Duties as Permitted by Delaware Law | 93 | | | Proposal 5: Approval of 2024 Long-Term Incentive Stock Plan | 95 | | | Proposal 6: Shareholder Proposal | 98 | | | Proposal 7: Shareholder Proposal | 103 | | Transactions with Related Persons and Control Persons | | 106 | | Related Person Transactions | | 106 | | Indemnification Agreements | | 106 | | Voting Securities and Principal Holders | | 108 | | Stock Ownership of Certain Beneficial Holders | | 108 | | Stock Ownership of Officers and Directors | | 109 | | Questions and Answers About the Annual Meeting | | 110 | | Miscellaneous | | 113 | | Voting on Other Matters | | 113 | | Shareholder Proposals for the 2025 Annual Meeting | | 113 | | Shareholder Nominations for Director Elections at the 2025 Annual Meeting | | 113 | | Householding Information | | 113 | | Cost of Soliciting Proxies | | 114 | | Available Information | | 114 | | Incorporation by Reference | | 114 | | Annual Report | | 115 | | Appendix A – Use of Non-GAAP Financial Measures | | 116 | | Appendix B – Summary Description of the 2024 Long-Term Incentive Stock Plan | | 122 | | Exhibit A – Amendment to Amended and Restated Certificate of Incorporation | | 125 | | Exhibit B – Northrop Grumman 2024 Long-Term Incentive Stock Plan | | 126 |

  2. 2024 Nominees for Director

    2024 Nominees for Director The following pages contain biographical and other information about each of the nominees. In addition, we have provided information regarding some of the particular experiences and skills that led the Board to conclude that each nominee should serve as a director. Unless instructed otherwise, the proxyholders will vote the proxies received by them “FOR” the election of the director nominees listed below.

  3. 2024 Nominees for Director

    | | Ms. Kathy J. Warden has served as Chair since August 2019 and as Chief Executive Officer and President of the Company since January 2019. She has served on the Board of Directors since July 2018. Prior to becoming CEO and President, Ms. Warden served as President and Chief Operating Officer of the Company from January 2018 through December 2018, as Corporate Vice President and President of the Company’s Mission Systems Sector from 2016 through 2017, as Corporate Vice President and President of the Company’s former Information Systems Sector from 2013 to 2015, and as Vice President of the Company’s Cyber Intelligence Division from 2011 to 2012. Prior to joining the Company in 2008, Ms. Warden held leadership roles at General Dynamics and Veridian Corporation. Earlier, she was a principal in a venture internet firm and also spent nearly a decade with General Electric Company working in commercial industries. EXPERIENCE AND SKILLS •Extensive experience in operational leadership, strategy, performance and business development in government and commercial markets, including cyber expertise •Prior leadership positions within Northrop Grumman (including as President, Chief Operating Officer and President of two business sectors) •Significant aerospace and defense industry experience OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Merck & Co., Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member and former Chair of the Aerospace Industries Association •Member of the Board of Directors of Catalyst •Former Chair of the Board of Directors of the Federal Reserve Bank of Richmond •Former member of the Board of Visitors of James Madison University | | Kathy J. Warden Chair, Chief Executive Officer and President, Northrop Grumman Corporation Age: 52 Director since: July 2018 | |

  4. 2024 Nominees for Director

    | 18 | Northrop Grumman |

  5. 2024 Nominees for Director

    | | Mr. David P. Abney served as the Executive Chairman of the UPS Board of Directors from March 2016 through September 2020. From September 2014 to June 2020, he was the Chief Executive Officer of UPS. Prior to that, Mr. Abney was UPS’s Chief Operating Officer from 2007 to 2014. From 2003 to 2007, he was Senior Vice President and President of UPS International. Mr. Abney began his UPS career in 1974. EXPERIENCE AND SKILLS •Extensive leadership and business experience as a former Executive Chairman, Chief Executive Officer and Chief Operating Officer of a large multinational enterprise •Significant expertise in international operations and global logistics •Broad experience with talent management and leading global teams •Significant board experience, including as non-executive chair OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Freeport-McMoRan Inc. •Member of the Board of Directors of Target Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Executive Chairman of the Board of Directors of UPS •Member of the Board of Directors of Macy’s, Inc. | | David P. Abney Former Executive Chairman of the Board of Directors and Chief Executive Officer of United Parcel Service, Inc. (UPS) Age: 68 Director since: June 2020 Committee membership: Compensation and Human Capital Committee (Chair), Nominating and Corporate Governance Committee | |

  6. 2024 Nominees for Director

    | | Ms. Marianne C. Brown served as the Chief Operating Officer of Fidelity National Information Services, Inc.’s (FIS) Global Financial Solutions organization from January 2018 until June 2019. Prior to that, Ms. Brown served as Chief Operating Officer, Institutional and Wholesale Business of FIS since December 2015, when it acquired SunGard Financial Systems. Ms. Brown was the Chief Operating Officer of SunGard Financial Systems, a software and IT services provider, from February 2014 to November 2015. Prior to that, Ms. Brown was the CEO and president of Omgeo, a global financial services technology company, from March 2006 to February 2014. EXPERIENCE AND SKILLS •Substantial business experience as a former Chief Operating Officer and Chief Executive Officer •Significant experience in IT goods and services, cyber protection and business management •Community and philanthropic leader OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Akamai Technologies, Inc. •Member of the Board of Directors of The Charles Schwab Corporation •Member of the Board of Directors of IBM FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of VMWare, Inc. | | Marianne C. Brown Former Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc. Age: 65 Director since: March 2015 Committee membership: Audit and Risk Committee, Nominating and Corporate Governance Committee (Chair) | |

  7. 2024 Nominees for Director

    | 2024 Proxy Statement | 19 |

  8. 2024 Nominees for Director

    | | Ms. Ann M. Fudge served as Chairman and Chief Executive Officer of Young & Rubicam Brands at WPP Group PLC from May 2003 to December 2006. Prior to that, she served in various leadership positions at Kraft Foods from 1986 to 2001, including President of Beverages, Desserts and Post Divisions, and President of Maxwell House Coffee and Kraft General Foods. EXPERIENCE AND SKILLS •Extensive business experience as former Chief Executive Officer and former president of leading consumer products business units •Substantial international experience through service as an executive and director of a large multinational company and a director of other large multinational companies •Significant public company board experience •Experience with talent development and acquisition SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Chair of the Board of Trustees of WGBH Public Media •Senior trustee of the Brookings Institution FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Catalyst Partners Acquisition Corp. •Member of the Board of Directors of Novartis AG | | Ann M. Fudge Former Chairman and Chief Executive Officer, Young & Rubicam Brands Age: 72 Director since: March 2016 Committee membership: Audit and Risk Committee, Policy Committee | |

  9. 2024 Nominees for Director

    | | Ms. Madeleine A. Kleiner has served as the Lead Independent Director of the Board of Directors of Northrop Grumman Corporation since December 2022. She served as Executive Vice President, General Counsel and Corporate Secretary for Hilton Hotels Corporation from January 2001 until February 2008. From 1999 through 2001, she served as a director of a number of Merrill Lynch mutual funds operating under the Hotchkis and Wiley name. From 1995 to 1998, she served as Senior Executive Vice President, Chief Administrative Officer and General Counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America. Prior to that, she was a partner at the law firm of Gibson, Dunn & Crutcher, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, and securities transactions and compliance. EXPERIENCE AND SKILLS •Expertise in corporate governance and corporate responsibility, Sarbanes-Oxley controls, risk management, securities transactions and mergers and acquisitions •Significant experience from past roles as general counsel for two public companies, outside counsel to numerous public companies and through service on another public company board •Substantial international experience as an executive officer of a large company with global operations OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Jack in the Box Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of the Ladies Professional Golf Association | | Madeleine A. Kleiner Former Executive Vice President and General Counsel, Hilton Hotels Corporation Age: 72 Director since: October 2008 Committee membership: Compensation and Human Capital Committee, Nominating and Corporate Governance Committee | |

  10. 2024 Nominees for Director

    | 20 | Northrop Grumman |

  11. 2024 Nominees for Director

    | | Mr. Arvind Krishna has served as Chief Executive Officer of IBM and a member of IBM’s Board of Directors since April 2020. He was elected Chairman of IBM’s Board of Directors in December 2020. He joined IBM in 1990. Mr. Krishna led the IBM Cloud and Cognitive Software business unit from 2017 to April 2020 and was a principal architect of the acquisition of Red Hat, the largest acquisition in IBM’s history. Mr. Krishna also served as the director of IBM’s Research division from 2015 to 2020. Previously, he was general manager of IBM’s Systems and Technology Group, IBM’s development and manufacturing organization. Prior to that, he built and led many of IBM’s data-related businesses. EXPERIENCE AND SKILLS •Extensive global business and organizational leadership experience as the Chairman and Chief Executive Officer of a large multinational corporation •Deep knowledge of manufacturing and research, including in artificial intelligence and computing •Significant experience in cyber and digital transformation •Significant technology experience OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Chairman of the Board of Directors of IBM SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of the Federal Reserve Bank of New York | | Arvind Krishna Chairman and Chief Executive Officer, International Business Machines Corporation (IBM) Age: 61 Director since: November 2022 Committee membership: Compensation and Human Capital Committee, Policy Committee | |

  12. 2024 Nominees for Director

    | | Mr. Graham N. Robinson has served as Senior Vice President & President of STANLEY Industrial, a business segment of Stanley Black & Decker, Inc., since April 2020. Prior to joining Stanley Black & Decker, Mr. Robinson served as an executive with Honeywell for seven years, including roles as President of Honeywell Industrial Safety from 2018 to 2020, President of Honeywell Sensing and Internet of Things from 2016 to 2018, and Chief Marketing Officer of Honeywell’s Automation and Controls Solution division from 2014 to 2016. EXPERIENCE AND SKILLS •Broad industrial and technical experience, including his current and former roles as President of divisions of large public companies •Significant international experience as an executive of large multinational companies •Extensive senior leadership skills SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of the Connecticut Business & Industry Association •Member of the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation | | Graham N. Robinson Senior Vice President, Stanley Black & Decker, Inc., and President of STANLEY Industrial Age: 55 Director since: August 2021 Committee membership: Compensation and Human Capital Committee, Policy Committee | |

  13. 2024 Nominees for Director

    | 2024 Proxy Statement | 21 |

  14. 2024 Nominees for Director

    | | Ms. Kimberly A. Ross served as Chief Financial Officer of WeWork from March through October 2020. She served as Senior Vice President and Chief Financial Officer of Baker Hughes Company from 2014 to 2017. Ms. Ross was Executive Vice President and Chief Financial Officer of Avon Products, Inc. from 2011 to 2014. Prior to that, she served as the Executive Vice President and Chief Financial Officer of Royal Ahold N.V. from 2007 to 2011 and previously held a variety of senior management positions at Royal Ahold. EXPERIENCE AND SKILLS •Extensive experience through service as the Chief Financial Officer of large public companies, including expertise in financial reporting, internal auditing processes and managing corporate finance for global companies •Significant international business experience through her service as an executive of large public companies with extensive international operations •Substantial senior leadership skills •Audit committee financial expert OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of The Cigna Group •Member of the Board of Directors of KKR & Co. Inc. •Member of the Board of Directors of Nestlé S.A. (to April 2024) FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Chubb Limited •Member of the Board of Directors of KKR Acquisition Holdings I Corp. •Member of the Board of Directors of PQ Group Holdings Inc. | | Kimberly A. Ross Former Chief Financial Officer, WeWork and Baker Hughes Company Age: 58 Director since: March 2023 Committee membership: Audit and Risk Committee, Policy Committee | |

  15. 2024 Nominees for Director

    | | Admiral Gary Roughead retired from his position as the 29th Chief of Naval Operations in September 2011, after serving in that position for four years. The Chief of Naval Operations is the senior military position in the United States Navy. As Chief of Naval Operations, Admiral Roughead stabilized and accelerated ship and aircraft procurement plans and the Navy’s capability and capacity in ballistic missile defense and unmanned air and underwater systems. He restructured the Navy to address the challenges and opportunities in cyber operations. Prior to becoming the Chief of Naval Operations, he held six operational commands (including commanding both the Atlantic and Pacific Fleets). Admiral Roughead is a Robert and Marion Oster Distinguished Military Fellow at the Hoover Institution. EXPERIENCE AND SKILLS •Extensive career as a senior military officer with the United States Navy, including numerous operational commands, as well as leadership positions, most recently as the 29th Chief of Naval Operations •Significant expertise in national security, information warfare, cyber operations and global security issues •Broad experience in leadership and matters of global relations, particularly in the Pacific region, Europe and the Middle East •Experience with talent development and management SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of Maersk Line, Limited •Trustee of the Dodge and Cox Funds •Trustee of Johns Hopkins University •Member of the Board of Managers of the Johns Hopkins University Applied Physics Laboratory •Former Chairman of the Board of Directors of Fincantieri Marinette Marine Corporation | | Gary Roughead Admiral, United States Navy (Ret.) and Former Chief of Naval Operations Age: 72 Director since: February 2012 Committee membership: Compensation and Human Capital Committee, Policy Committee (Chair) | |

  16. 2024 Nominees for Director

    | 22 | Northrop Grumman |

  17. 2024 Nominees for Director

    | | Mr. Thomas M. Schoewe was Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. from 2000 to 2011. Prior to his employment with Wal-Mart, he held several leadership roles at the Black & Decker Corporation. EXPERIENCE AND SKILLS •Extensive financial experience acquired through positions held as the Chief Financial Officer of large public companies, as well as expertise in Sarbanes-Oxley controls, risk management and mergers and acquisitions •Significant international experience through his service as an executive of large public companies with substantial international operations •Experience at Wal-Mart and Black & Decker on large-scale transformational enterprise information technology •Extensive experience as a member of the audit, risk, compensation and policy committees of other public companies •Audit committee financial expert OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of General Motors Corporation SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Former Member of the Board of the Ladies Professional Golf Association FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Former Member of the Board of Directors of KKR & Co. Inc. | | Thomas M. Schoewe Former Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc. Age: 71 Director since: August 2011 Committee membership: Audit and Risk Committee (Chair), Nominating and Corporate Governance Committee | |

  18. 2024 Nominees for Director

    | | Mr. James S. Turley served as Chairman and Chief Executive Officer of Ernst & Young from 2001 until his retirement in 2013. Mr. Turley joined Ernst & Young in 1977 and held various positions there. He was named Deputy Chairman in 2000. EXPERIENCE AND SKILLS •Extensive experience and expertise in areas of finance, accounting and business management acquired over 36-year career at Ernst & Young, including serving as Chairman and Chief Executive Officer of Ernst & Young •Significant experience in areas of risk management •Extensive experience as a member of the audit committee of other public companies •Audit committee financial expert OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Citigroup •Independent Chair of the Board of Directors of Emerson Electric Company •Member of the Board of Directors of Precigen, Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of the Boy Scouts of America •Member of the Board of Directors of Kohler Co. •Member of the Board of Directors of St. Louis Trust & Family Office | | James S. Turley Former Chairman and Chief Executive Officer, Ernst & Young Age: 68 Director since: February 2015 Committee membership: Audit and Risk Committee, Nominating and Corporate Governance Committee | |

  19. 2024 Nominees for Director

    | 2024 Proxy Statement | 23 |

  20. 2024 Nominees for Director

    | | General Mark A. Welsh III has been the President of Texas A&M University since December 2023 after being named interim President in July 2023. Prior to being named interim President, he had served as Dean of the Bush School of Government and Public Service at Texas A&M University since August 2016. Prior to that, General Welsh served as Chief of Staff of the United States Air Force (USAF), the senior uniformed Air Force officer responsible for the organization, training and equipping of active duty, Guard, Reserve and civilian forces serving in the United States and overseas. During his long career, General Welsh also served as a member of the Joint Chiefs of Staff, Commander of the United States Air Forces in Europe and Commander of NATO’s Air Command, Associate Director for Military Affairs at the Central Intelligence Agency and Commandant of the United States Air Force Academy. EXPERIENCE AND SKILLS •Extensive career as a senior military officer and member of the Joint Chiefs of Staff, having held leadership positions at the highest levels of the United States Air Force •Experience with administration of large, complex educational institution, including serving as president •Extensive experience and in-depth knowledge of issues related to global security and the intelligence community •Broad leadership experience and international experience, particularly in Europe •Experience with talent development and management | | Mark A. Welsh III President, Texas A&M University; General, USAF (Ret.); Former Chief of Staff, USAF Age: 70 Director since: December 2016 Committee membership: Audit and Risk Committee, Policy Committee | |

  21. 2024 Nominees for Director

    | | Ms. Mary A. Winston is the President and Founder of WinsCo Enterprises, a consulting firm providing financial and board governance advisory services since 2016. She served as interim Chief Executive Officer of Bed Bath & Beyond from May 2019 to November 2019, and as Executive Vice President and Chief Financial Officer of Family Dollar Stores from 2012 to 2015. Prior to that, Ms. Winston served as Senior Vice President and Chief Financial Officer of Giant Eagle, Inc. from 2008 to 2012, and as Executive Vice President and Chief Financial Officer of Scholastic Corporation from 2004 to 2007. EXPERIENCE AND SKILLS •Substantial financial expertise acquired through positions held as the Chief Financial Officer of large public and private companies, as well as expertise in risk management, and mergers and acquisitions •Significant senior leadership and international experience as an executive officer or director of large companies with global operations •Extensive expertise in corporate governance •Broad operations, manufacturing and supply chain experience OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Acuity Brands, Inc. •Member of the Board of Directors of Chipotle Mexican Grill •Member of the Board of Directors of The Toronto-Dominion Bank FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Bed Bath & Beyond, Inc. •Member of the Board of Directors of Domtar Corporation •Member of the Board of Directors of Dover Corporation | | Mary A. Winston President and Founder of WinsCo Enterprises, Inc. Age: 62 Director since: March 2023 Committee membership: Compensation and Human Capital Committee, Policy Committee | |

  22. 2024 Nominees for Director

    | 24 | Northrop Grumman |

  23. 2023 Director Compensation

    2023 Director Compensation The table below provides information on the compensation of our non-employee directors for the year ended December 31, 2023.

  24. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | David P. Abney | 165,000 | 175,000 | 16 | 340,016 | | Marianne C. Brown | 180,000 | 175,000 | 14,412 | 369,412 | | Donald E. Felsinger(4) | 53,200 | — | 13,381 | 66,581 | | Ann M. Fudge | 155,000 | 175,000 | 11,136 | 341,136 | | William H. Hernandez(5) | 5,813 | — | — | 5,813 | | Madeleine A. Kleiner | 190,000 | 175,000 | 35,304 | 400,304 | | Karl J. Krapek(6) | 53,200 | — | 6,851 | 60,051 | | Arvind Krishna | 140,000 | 175,000 | 24 | 315,024 | | Graham N. Robinson | 143,076 | 175,000 | 135 | 318,211 | | Kimberly A. Ross | 123,216 | 205,685 | 10,011 | 338,912 | | Gary Roughead | 165,000 | 175,000 | 18,891 | 358,891 | | Thomas M. Schoewe | 180,000 | 175,000 | 10,754 | 365,754 | | James S. Turley | 155,000 | 175,000 | 2,465 | 332,465 | | Mark A. Welsh III | 155,000 | 175,000 | 1,615 | 331,615 | | Mary A. Winston | 111,292 | 205,685 | 9 | 316,986 |

  25. 2023 Director Compensation

    (1)Amounts reflect the annual cash retainer paid to each director, including any applicable annual committee and committee chair retainers and any applicable Lead Independent Director or Chair retainer. As described above, a director may elect to defer all or a portion of his or her annual cash retainer into a deferred stock unit account or alternative investment options. Amounts deferred as Elective Stock Units or deferred into alternative investment options are reflected in this column. (2)Amounts represent the target value of Automatic Stock Units awarded to each of our non-employee directors in 2023 under the 2011 Plan pursuant to the Amended Director Program. The amount reported for each director reflects the aggregate fair value of the Automatic Stock Units on the grant date, as determined under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, excluding any assumed forfeitures. The grant date fair value assumes the value of dividend equivalents accrued directly on the awarded units. The aggregate number of Automatic Stock Units and Elective Stock Units held by each director as of December 31, 2023 is provided in the Deferred Stock Units table below. (3)Amounts reflect (i) the estimated dollar value of additional stock units credited to each non-employee director as a result of dividend equivalents earned, directly or indirectly, on reinvested dividend equivalents as such amounts are not assumed in the grant date fair value of the Automatic Stock Units shown in the “Stock Awards” column, and (ii) matching contributions made through our Matching Gifts Program for Education discussed above as follows: Ms. Brown, $10,000; Ms. Fudge, $9,225; Ms. Kleiner, $10,000; Ms. Ross, $10,000 and Mr. Roughead, $10,000. (4)Mr. Felsinger reached the age of 75 prior to the 2023 Annual Meeting and, in accordance with our director retirement policy, did not stand for re-election at the 2023 Annual Meeting. (5)Mr. Hernandez, who had served as a director since 2013, died in January 2023. (6)Mr. Krapek, who had served as a director since 2008 did not stand for re-election at the 2023 Annual Meeting.

  26. 2023 Director Compensation

    | 2024 Proxy Statement | 47 |

  27. Compensation Philosophy and Objectives

    | | Pay for Performance •Our incentive plans are based on peer performance and benchmarks, the market and our LRSP. •Above-target incentive payouts are awarded when we outperform our peers, market and LRSP benchmarks. | | | Leadership Recruitment, Retention and Succession •Compensation is designed to be competitive with our peers and retain top talent. •Programs are structured to attract, motivate and reward NEOs for delivering operational and strategic performance over time. | | | Sustainable Performance •Our Annual Incentive Plan includes both financial and non-financial metrics to ensure we are building a strong foundation for long-term sustainable performance and shareholder value creation, and we are consistent with our commitment to environmental, social and governance responsibilities. |

  28. Compensation Philosophy and Objectives

    | | Alignment with Shareholder Interests •Our compensation structure places an appropriate amount of compensation at risk based on annual and long-term results. •At-risk compensation is based on financial and non-financial performance measures and relative Total Shareholder Return (rTSR). Payouts under the rTSR portion of the plan are capped at target if the Company’s TSR is negative over the three-year performance period. •A significant portion of compensation is delivered in equity, the vesting and value of which provides alignment with shareholder returns. •Stock ownership guidelines, holding requirements for vested equity awards and our recoupment policy further align executive and shareholder interests. | | | Benchmarking •Our compensation programs’ provisions and financial objectives are evaluated on an annual basis and modified in accordance with industry and business conditions (e.g., divestitures, unforeseen impacts, etc.). •Benchmarks are set using a hybrid approach of peer, market and LRSP data. •We seek to outperform our peers (a group of top global defense companies identified as the Performance Peer Group on page 56). •We use a Target Industry Peer Group (TIPG) (identified on page 56) for broader market executive compensation analyses that includes comparisons to companies that reflect the labor market for executive talent. |

  29. 2023 Compensation Elements

    | Compensation Element | CEO | Other NEOs (Average) | Purpose | Key Characteristics | | Fixed | 8% | 17% | | | | Base Salary | | | Compensate equitably and competitively | •Determined by level of responsibility, competitive market pay assessment and individual performance | | Variable | 92% | 83% | | | | Annual Incentive Plan (AIP) | | | Motivate and reward achievement of annual business objectives | •Financial Metrics •35% Adjusted Cash Flow from Operations* •35% Adjusted Segment Operating Income* Growth •20% Pension-Adjusted Operating Margin (OM) Rate* •10% Non-financial Metrics | | Long-Term Incentive Plan (LTIP) Restricted Stock Rights (RSRs) | | | Tie our executive officers’ priorities to shareholders’ and retain executive talent | •30% of annual LTIP grant •Three-year cliff vesting | | LTIP Restricted Performance Stock Rights (RPSRs) | | | Link the interests of our executive officers to shareholders, motivate and reward achievement of long-term strategic goals and retain executive talent | •70% of annual LTIP grant •Three-year performance period •Equally weighted metrics of relative TSR, Adjusted Cumulative Free Cash Flow* (Adjusted Cumulative FCF*) and Return on Invested Capital* (ROIC) |

  30. Our Compensation Best Practices

    | What We Do | | | What We Don’t Do | | Pay for Performance | Annual Peer Group Review | Long-Term Incentives Focused on Performance | No Individual Change in Control Agreements | | Compensation Elements Benchmarked at Market Median | Above-Target Annual Incentive Payouts When We Outperform Our Peer Benchmarks | Independent Consultant Reports Directly to Compensation and Human Capital Committee | No Employment Contracts for Chief Executive Officer (CEO) or Other NEOs | | Recoupment Policy on Cash and Equity Incentive Compensation Payments | Dividends Paid Upon Vesting of Equity Awards | Stock Ownership Guidelines and Stock Holding Requirements | No Excise Tax Gross-ups for Payments Received Upon Termination After a Change in Control | | LTIP Double Trigger Provisions for Change in Control | Regular Risk Assessments Performed | Cap on Annual Bonuses and RPSR Payouts | No Hedging or Pledging of Company Stock |

  31. How We Make Executive Compensation Decisions

    | Assess | Establish | | •Feedback from annual say-on-pay vote from shareholder outreach •Market data with Independent Compensation Consultant •Alignment of our financial and non-financial performance metrics with our overall strategy •Annual independent risk review of compensation structure | •Performance metrics for AIP and RPSRs •Relevant compensation and performance peer groups •Annual salary, target AIP and target LTIP awards | | Rigorous Committee Oversight | | | Approve | Monitor | | •AIP and RPSR performance metric results •Final total compensation for NEOs (recommend CEO compensation to independent board members for approval) | •Progress against AIP and RPSR performance metrics •NEO performance •Company policies and practices with respect to human capital risks |

  32. How We Make Executive Compensation Decisions

    | COMPENSATION AND HUMAN CAPITAL COMMITTEE | •Oversees our compensation policies, incentive and equity compensation plans and approves payments or grants under these plans and the compensation for the elected officers, other than the CEO. •Recommends the base, bonus, and equity compensation for the CEO to the independent directors of the Board for approval. •Reviews market data and other input from its Independent Compensation Consultant. •Reviews and approves incentive goals and objectives (CEO goals and objectives are reviewed and approved by the independent directors). •Evaluates and approves executive benefit and perquisite programs. •Evaluates the competitiveness of each elected officer’s total compensation package. •Oversees and reviews the results of the Company’s diversity, equity and inclusion programs. •Oversees the Company’s management of its human capital risk. •Conducts an annual evaluation of the Independent Compensation Consultant. •Reviews the performance of elected officers. •Reviews and discusses with management the CD&A and provides a Compensation and Human Capital Committee Report for inclusion in the proxy statement. | | INDEPENDENT DIRECTORS | •Evaluate the performance and determine the compensation of the CEO (upon recommendation of the Compensation and Human Capital Committee). | | INDEPENDENT COMPENSATION CONSULTANT (Frederic W. Cook & Co.) | •Reports directly to the Compensation and Human Capital Committee. •Regularly participates in meetings of the Compensation and Human Capital Committee and communicates with the Compensation and Human Capital Committee Chair between meetings as needed. •Participates in executive session with the Compensation and Human Capital Committee. •Provides proactive advice to the Compensation and Human Capital Committee on best practices for Board governance of executive compensation, compensation-related risk management and areas for program design to most appropriately support the Company’s business strategy and organizational values. •Provides a review of market data and advises the Compensation and Human Capital Committee on the levels and structure of our executive compensation policies and procedures, including compensation matters for NEOs. •Reviews and advises the Compensation and Human Capital Committee on our total compensation philosophy, peer groups and target competitive positioning. •Identifies market trends and practices and advises the Compensation and Human Capital Committee on program design implications. •Serves as a resource to the Compensation and Human Capital Committee Chair on setting agenda items for Compensation and Human Capital Committee meetings and researches special projects. •Receives compensation only for engagement with the Compensation and Human Capital Committee and does not receive any fees or income from the Company. | | MANAGEMENT (CEO with assistance from the Corporate Vice President and Chief Human Resources Officer and other Company employees) | •Makes compensation-related recommendations for elected officers, other than the CEO, to the Compensation and Human Capital Committee for its review and approval. •Assesses each executive’s performance, skills and industry knowledge, market compensation benchmarks, and succession and retention considerations. •Provides recommendations to the Compensation and Human Capital Committee regarding executive incentive and benefit plan designs and strategies, other than with respect to the CEO. These recommendations include financial and non-financial operational goals and criteria for our annual and long-term incentive plans. |

  33. How We Make Executive Compensation Decisions

    Use of Competitive Data Our Compensation and Human Capital Committee uses three separate peer groups to set our performance targets and evaluate performance, measure TSR and benchmark executive compensation practices, respectively. The three peer groups are outlined below.

  34. PERFORMANCE PEER GROUP: SET PERFORMANCE TARGETS AND EVALUATE PERFORMANCE

    PERFORMANCE PEER GROUP: SET PERFORMANCE TARGETS AND EVALUATE PERFORMANCE The Compensation and Human Capital Committee uses the Performance Peer Group and LRSP data for the purpose of setting performance targets and evaluating performance of our AIP and LTIP. The LRSP is our five-year strategic operating and financial plan. The Performance Peer Group encompasses the largest global defense companies by government revenues within the aerospace and defense market space. In 2023, the Compensation and Human Capital Committee used the peer group data from The Boeing Company, General Dynamics Corporation, L3Harris Technologies, Inc., Lockheed Martin Corporation and RTX Corporation for the purpose of setting performance targets.

  35. TSR PEER GROUP: 2021-2023 LONG-TERM INCENTIVE AWARDS

    TSR PEER GROUP: 2021-2023 LONG-TERM INCENTIVE AWARDS Earned awards from the 2021-2023 performance cycle were contingent on our ranking compared to the S&P Industrials and the following TSR peer group:

  36. TSR PEER GROUP: 2021-2023 LONG-TERM INCENTIVE AWARDS

    | 2021 TSR PEER GROUP | | | | BAE Systems | L3Harris Technologies, Inc. | RTX Corporation(1) | | The Boeing Company | Leidos Holdings, Inc. | Thales Group | | General Dynamics Corporation | Leonardo | | | Huntington Ingalls Industries, Inc. | Lockheed Martin Corporation | |

  37. TSR PEER GROUP: 2021-2023 LONG-TERM INCENTIVE AWARDS

    (1)Raytheon Technologies Corporation was renamed to RTX Corporation.

  38. TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES

    TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES The Compensation and Human Capital Committee benchmarks our executive compensation levels and practices against the TIPG of 22 companies, including a subset containing six direct peers. Prior to the beginning of the year, the Compensation and Human Capital Committee sets the TIPG used to benchmark compensation for the following year. To identify peer companies for compensation benchmarking purposes, the Independent Compensation Consultant employs an objective criteria-based methodology where: •the peer company was identified as part of a subset of direct peers with strong alignment to the aerospace and defense industry; •the peer company was identified as a Global Industry Classification Standard company, with a prioritization of technology, manufacturing and engineering companies; •revenues, total employees and market capitalization of the peer company were broadly similar to those of the Company; and •the peer company participated in an annual third party compensation study.

  39. TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES

    | 56 | Northrop Grumman |

  40. TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES

    The Compensation and Human Capital Committee reviews the TIPG annually with the Independent Compensation Consultant. The companies that comprise the 2022 TIPG used for 2023 compensation decisions are listed in the following table:

  41. TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES

    | 2022 TARGET INDUSTRY PEER GROUP | | | 3M Company | Honeywell International, Inc.(1) | | The Boeing Company(1) | Johnson Controls International plc | | Caterpillar, Inc. | L3Harris Technologies, Inc.(1) | | Deere & Company | Lockheed Martin Corporation(1) | | Eaton Corporation plc | Parker-Hannifin Corporation | | Emerson Electric Company | RTX Corporation(1)(2) | | General Dynamics Corporation(1) | Textron, Inc. |

  42. TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES

    (1)Included in the subset of six direct peers also used for compensation benchmarking. (2)Raytheon Technologies Corporation was renamed to RTX Corporation. In 2023 we increased the TIPG from 14 to 22 companies to broaden the comparative labor market and create a more robust peer group, with added companies meeting five or more key financial metrics such as revenue, market cap and enterprise value. One company, Textron, Inc., was removed as a peer and nine were added, including: Abbott Laboratories, Applied Materials, Inc., Cisco Systems, Inc., Cummins Inc., Illinois Tool Works Inc., Lam Research Corporation, Medtronic plc, PACCAR Inc and QUALCOMM Incorporated. It is the Company’s pay philosophy to provide the CEO a compensation package that includes competitive elements of base salary and target variable pay relative to the TIPG and the direct six peers noted in the table above. Another element of the Company’s pay philosophy is to tie a significant portion of the CEO’s pay to performance. As a result, the CEO’s actual compensation may differ from the market median based on the Company’s actual performance. In determining the base salary and target variable pay elements for the other NEOs, the Compensation and Human Capital Committee establishes the TIPG median as the benchmark. The Compensation and Human Capital Committee also considers several factors in determining their compensation, including executive compensation levels and practices of the TIPG, NEO individual experience, growth in job as demonstrated through sustained performance, leadership impact, retention and pay relative to the CEO. Actual annual incentive awards and long-term incentive award opportunities reflect these factors, as well as Company performance.

  43. TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES

    | 2024 Proxy Statement | 57 |

  44. Key Components of Our Executive Compensation Programs

    Annual Incentive Compensation Our NEOs are eligible to receive annual cash bonuses under our 2006 Annual Incentive Plan and Incentive Compensation Plan, as amended and restated effective January 1, 2022 (AIP). We use a balance of financial and non-financial performance metrics aligned with our long-term strategy.

  45. TARGET AWARD LEVELS FOR 2023 AIP

    TARGET AWARD LEVELS FOR 2023 AIP The Compensation and Human Capital Committee approves the annual incentive compensation target payout percentage for each NEO, other than the CEO. For the CEO, such percentage is approved by the independent directors of the Board. The target incentive award (target bonus) represents a percentage of each NEO’s base salary. Following the completion of the fiscal year, the target bonus is used by the Compensation and Human Capital Committee, together with its assessment of Company performance against established performance criteria, to determine the final bonus award amount. The 2023 target bonus for the CEO is 185% of base salary. The 2023 target bonus for the CFO is 105% of base salary and is 100% of base salary for each of the other NEOs.

  46. TARGET AWARD LEVELS FOR 2023 AIP

    | Name | Target Bonus (% of Base Salary) | | Kathy J. Warden | 185% | | David F. Keffer | 105% | | Mark A. Caylor | 100% | | Thomas H. Jones | 100% | | Roshan S. Roeder | 100% |

  47. TARGET AWARD LEVELS FOR 2023 AIP

    Final bonus awards for each NEO were determined by multiplying the Northrop Grumman Company Performance Factor (CPF) by the target bonus. The CPF can range from 0% to 200%.

  48. TARGET AWARD LEVELS FOR 2023 AIP

    | 58 | Northrop Grumman |

  49. TARGET AWARD LEVELS FOR 2023 AIP

    ANNUAL INCENTIVE FORMULA FOR 2023:

  50. TARGET AWARD LEVELS FOR 2023 AIP

    | X | | = | | | BASE SALARY | TARGET PAYOUT % | | TARGET BONUS | | X | | = | | | TARGET BONUS | COMPANY PERFORMANCE FACTOR (1) | | FINAL BONUS AWARD |

  51. TARGET AWARD LEVELS FOR 2023 AIP

    (1) The CPF, which is capped at 200%, is comprised of two components, the Company Metrics Score (financial and non-financial), which can range from 0% to 200%, and a Strategic and Operational Assessment, which can range from 80% to 120%. The Strategic and Operational Assessment allows for broader application of business results not formally reflected in the core financial or non-financial metrics. Annual performance evaluations are conducted by the CEO for each NEO, other than the CEO, and reviewed with the Compensation and Human Capital Committee. The Compensation and Human Capital Committee considers this performance information as well as the comparison to market data.

  52. 2023 AIP METRICS

    2023 AIP METRICS For the 2023 AIP, we used a mix of financial and non-financial metrics to measure our performance, consistent with 2022. Our AIP metrics reflect our commitment to investing for and achieving long-term profitable growth, maintaining alignment with shareholders’ interests, and incentivizing top performance against our industry peers. Financial Metrics (90% Weight) For 2023, the Compensation and Human Capital Committee determined the financial metrics would be Adjusted Cash Flow from Operations*and Adjusted Segment Operating Income* Growth, each weighted at 35% and Pension-Adjusted OM Rate* weighted at 20%. The financial metrics are defined as follows:

  53. 2023 AIP METRICS

    | Financial Metrics | How Calculated | Rationale | | ADJUSTED CASH FLOW FROM OPERATIONS* (35%) | Net cash provided by operating activities, including adjustments as approved by the Compensation and Human Capital Committee. | Emphasizes the importance of generating cash for strategy execution. The metric enables management to make capital investment decisions that support long-term profitable growth. | | ADJUSTED SEGMENT OPERATING INCOME* GROWTH (35%) | Segment Operating Income* volume, including adjustments approved by the Compensation and Human Capital Committee. | Incentivizes management to focus on profitable growth and enables management to evaluate the financial performance and operational trends of our sectors. | | PENSION-ADJUSTED OM RATE* (20%) | Operating income before FAS/CAS operating adjustment and excluding unallocated state tax impacts reflected within unallocated corporate income (expense) and other approved adjustments, divided by sales. | Establishes high program performance expectations for the Company and incentivizes sound core operational business strategies. |

  54. 2023 AIP METRICS

    * This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

  55. 2023 AIP METRICS

    | 2024 Proxy Statement | 59 |

  56. 2023 AIP METRICS

    Non-Financial Metrics (10% Weight)

  57. 2023 AIP METRICS

    | In addition to the financial goals, various non-financial goals are used to align our objectives with our stakeholders. |

  58. 2023 AIP METRICS

    For 2023, we selected the following non-financial metrics:

  59. 2023 AIP METRICS

    | Non-Financial Metric | | How Measured | | People | | Representation of females and people of color in all management level positions with respect to internal and external benchmarks. | | | DIVERSITY | | | | | Perform at or above the Qualtrics Global Norm, with a focus on inclusion and engagement. Results are derived from the annual employee survey with a ”percent favorable response” measurement scale. | | | EMPLOYEE EXPERIENCE | | | Environment | | Annual progress towards achieving net zero greenhouse gas emissions in the Company's operations by 2035. | | | ENVIRONMENTAL SUSTAINABILITY | | | Customer | | Program-specific objectives, including defect rates, process quality, supplier quality, planning quality or other appropriate criteria for program type and phase. | | | QUALITY | | | | | Customer feedback, including customer-generated performance scores, award fees and verbal and written feedback. | | | CUSTOMER SATISFACTION | |

  60. 2023 AIP METRICS

    Payout Levels Our AIP provides for payout levels from 0% to 200% of target. The minimum, target and maximum performance levels are derived based on an analysis of the historical and forecasted performance of our Performance Peer Group, and LRSP data for the Adjusted Cash Flow from Operations*, Adjusted Segment Operating Income* Growth, and Pension-Adjusted OM Rate* metrics. The non-financial metrics’ performance levels are determined by specific goals approved by the Compensation and Human Capital Committee. Specific values are identified for each metric at selected points in the range between minimum and maximum and other values are determined by linear interpolation between these points. No payout is made if performance is below the minimum. Above-target payouts can be earned only if the Company’s performance exceeds the performance threshold noted in the table on the following page. The maximum payout of 200% is achieved if the Company’s performance is above the approximate top quartile performance target. This structure aligns above-target payouts with superior performance and provides reduced awards for below-target performance.

  61. 2023 AIP METRICS

    | 60 | Northrop Grumman |

  62. 2023 AIP METRICS

    2023 AIP PERFORMANCE RESULTS In determining the CPF, both financial and non-financial performance against goals are assessed. The overall 2023 CPF, based on the financial and non-financial metrics, was determined to be 157%. As approved by the Compensation and Human Capital Committee, 2023 Company performance calculations were adjusted, as applicable, to exclude the impact of net operating FAS/CAS, deferred state tax expense (benefit), federal and state taxes related to the sale of minority investments, the loss on the sale of a small international subsidiary, CAS pension recoveries, and other adjustments to account for business conditions and certain costs unanticipated at the time the goals were established. Additionally, the Committee approved an adjustment to neutralize the impact of a charge associated with the low-rate initial production phase of the B-21 program. The Committee believed that this adjustment was appropriate as the charge was largely associated with fixed pricing established nearly 10 years ago for options on the low rate initial production phase of the program, and therefore, inclusion of the charge would not be reflective of the Company's strong financial performance in 2023. All adjustments were made by the Committee using its discretion, as provided in our plan, to measure annual incentive performance while maintaining flexibility to provide equitable adjustments that address the impact of material non-operational and unforeseen events. Details are outlined in Appendix A - Use of Non-GAAP Financial Measures. The individual financial and non-financial performance results are noted below.

  63. FINAL 2023 COMPANY AIP RESULTS

    FINAL 2023 COMPANY AIP RESULTS

  64. FINAL 2023 COMPANY AIP RESULTS

    | | Weight | Weighted Payout | | Financial Metrics | 90% | 142% | | Non-Financial Metrics | 10% | 15% | | Company Payout | | 157% |

  65. FINANCIAL METRICS

    | Metric/Goal | Weighting | Performance to Achieve Target Payout | 2023 Performance | 2023 Financial Score | | Adjusted Cash Flow from Operations* | 35% | $3.2B | $3.6B | 68% | | Adjusted Segment Operating Income* Growth | 35% | $4.1B | $4.3B | 57% | | Pension-Adjusted OM Rate* | 20% | 10.6% | 10.4% | 17% | | Financial Metric Results | | | | 142% |

  66. NON-FINANCIAL METRICS

    | | Exceeded our employee diversity goals in 2023, and continue to make significant progress towards our long-term goals. | | DIVERSITY | | | | Exceeded the 2023 target goals against the Qualtrics Global Norm. We achieved highly favorable and above benchmark results. | | EMPLOYEE EXPERIENCE | | | | Exceeded the annual target toward reducing greenhouse gas emissions, driving further progress towards our multi-year environmental sustainability goals. | | ENVIRONMENTAL SUSTAINABILITY | | | | Exceeded the quality target for the year. | | QUALITY | | | | Achieved the customer satisfaction target for the year. | | CUSTOMER SATISFACTION | | | Non-Financial Metric Results | 15% |

  67. 2023 NEO AIP PAYOUTS

    2023 NEO AIP PAYOUTS In consideration of both the financial and non-financial performance, the 2023 Company Performance Factor (CPF) was determined to be 157%. In February 2024, the Compensation and Human Capital Committee recommended, and the independent members of the Board approved, a 2023 annual incentive award of $5,082,875 for our CEO, Ms. Warden. Based on the CPF, Ms. Warden recommended, and the Compensation and Human Capital Committee approved, the other NEOs’ annual incentive awards.

  68. 2023 NEO AIP PAYOUTS

    | Name | AIP Target % of Salary | AIP Payout Range % | Performance Payout | Actual Payout(1) | | Kathy J. Warden | 185% | 0% - 200% | 157% | $5,082,875 | | David F. Keffer | 105% | 0% - 200% | 157% | $1,409,468 | | Mark A. Caylor | 100% | 0% - 200% | 157% | $1,342,358 | | Thomas H. Jones | 100% | 0% - 200% | 157% | $1,240,300 | | Roshan S. Roeder | 100% | 0% - 200% | 157% | $1,177,500 |

  69. 2023 NEO AIP PAYOUTS

    (1)Actual bonus payouts for 2023 performance are disclosed in this table and in the Summary Compensation Table. Long-Term Incentive Compensation In 2023, the Compensation and Human Capital Committee granted awards in the form of RPSRs and RSRs. The awards were comprised of 70% RPSRs and 30% RSRs. The Compensation and Human Capital Committee determined this long-term incentive mix would appropriately motivate and reward the NEOs to achieve our long-term objectives and further reinforce the link between their interests and the interests of our shareholders.

  70. 2023 NEO AIP PAYOUTS

    | | Restricted Performance Stock Rights (RPSRs) The RPSRs ensure sustainability and achievement of business goals over time. The RPSRs will vest and be distributed following the completion of the three-year performance period (commencing January 1, 2023, and ending December 31, 2025) if goals are met. | | | Restricted Stock Rights (RSRs) The RSRs provide retentive value and generally vest 100% after three years. |

  71. 2023 NEO AIP PAYOUTS

    Earned RPSRs and RSRs may be paid in shares, cash or a combination of shares and cash at the Compensation and Human Capital Committee’s discretion. An executive generally must remain employed through the vesting period to earn an award. Vesting for termination due to death, disability, retirement or change in control is discussed in the “Termination Payments and Benefits” section on page 80. Dividend equivalents accrue on both RPSR and RSR awards earned and will be paid upon distribution of the RPSRs and RSRs. Following the distribution, 50% of all net after-tax shares received are subject to a three-year mandatory holding requirement.

  72. RESTRICTED PERFORMANCE STOCK RIGHTS

    RESTRICTED PERFORMANCE STOCK RIGHTS The Compensation and Human Capital Committee evaluates RPSR performance requirements each year to ensure they are aligned with our business objectives. For the 2023 RPSR grant, the Compensation and Human Capital Committee determined that for the NEOs, performance metrics would be Relative Total Shareholder Return, Adjusted Cumulative FCF* and Return on Invested Capital* (ROIC), each equally weighted at 1/3. The current metrics and weightings reflect the Company’s continued emphasis on operational performance directly impacted by management decisions and behaviors, while maintaining strong alignment with shareholder interests. Based on the performance against these metrics, shares earned for 2023 RPSR grants can vary from 0% to 200% of the rights awarded.

  73. RESTRICTED PERFORMANCE STOCK RIGHTS

    | 2024 Proxy Statement | 63 |

  74. RESTRICTED PERFORMANCE STOCK RIGHTS

    | Metric | Weighting | Rationale | | Relative Total Shareholder Return | 1/3 | Aligns the interests of executives with shareholders. | | Adjusted Cumulative FCF* | 1/3 | Focuses on cash generation to create shareholder value after investing in the business through capital expenditures. | | Return on Invested Capital* | 1/3 | Focuses on effective and profitable deployment of Invested Capital* resources |

  75. RESTRICTED PERFORMANCE STOCK RIGHTS

    * This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

  76. 2023 RPSR Performance Measures

    2023 RPSR Performance Measures

  77. 2023 RPSR Performance Measures

    | RPSR Metrics | Calculation | | RELATIVE TOTAL SHAREHOLDER RETURN | Relative TSR (rTSR) is measured by comparing cumulative stock price appreciation with reinvestment of dividends over the three-year period to the TSR Peer Group (50% of rTSR portion of award) and to the S&P Industrials (50% of rTSR portion of award), which comprises companies within the S&P 500 classified as Industrials, reflecting the range of similar investment alternatives available to our shareholders. To smooth volatility in the market, the TSR calculation is based on the average of the three-year returns for each of the 30 calendar days, starting from the grant date, to the last 30 days of the performance period. The maximum rTSR payout is capped at 100% of target shares if the absolute TSR is negative, even if the rTSR would have resulted in a higher score. | | ADJUSTED CUMULATIVE FCF* | Adjusted Cumulative FCF* focuses on cash generation after capital investments and is calculated as the aggregate Transaction-Adjusted Free Cash Flow Before After-Tax Total Pension Funding*, adjusted to exclude total CAS pension recovery over a three year period. | | RETURN ON INVESTED CAPITAL* | Return on Invested Capital* is calculated as the three-year average of Pension-Adjusted Net Operating Profit After-Tax* (Pension-Adjusted NOPAT*) divided by the three-year average of Invested Capital*. |

  78. 2023 RPSR Performance Measures

    * This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

  79. 2023 RPSR Performance Measures

    | 64 | Northrop Grumman |

  80. Recently Completed RPSR Performance Period (2021-2023)

    | | | Performance Required to Score | | | | | | | | Threshold | Target | | Maximum | | | RPSR Metrics | Weighting | 0% | Low 100% | High 100% | 200% | 2023 Score | | Relative TSR - 2021 TSR Peer Group | 1/3 | | | | | 28% | | Relative TSR - S&P Industrials | | | | | | 33% | | Adjusted Cumulative FCF* | 1/3 | | | | | 47% | | Operating Return on Net Assets* | 1/3 | | | | | 33% | | RPSR Performance Factor** | | | | | | 141% |

  81. Recently Completed RPSR Performance Period (2021-2023)

    * This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.” ** As approved by the Compensation and Human Capital Committee, Adjusted Cumulative FCF* and Operating Return on Net Assets* metrics for the 2021 RPSRs were adjusted, as applicable, to neutralize the impact of business conditions and certain costs unforeseen at the time of grant setting. Adjustments include federal and state taxes related to the sale of minority investments, CAS variance to plan, the IT services divestiture, impacts related to international trade restrictions, landlord funded leasehold improvements, and the impact of a charge associated with the low-rate initial production phase of the B-21 program. The Committee believed that this adjustment was appropriate as the charge was largely associated with fixed pricing established nearly 10 years ago for options on the low rate initial production phase of the program, and therefore, inclusion of the charge would not be reflective of the Company's strong financial performance during the vesting period. All adjustments were made by the Committee using its discretion, as provided in our plan, to measure 2021-2023 performance while maintaining flexibility to provide equitable adjustments that address the impact of material non-operational and unforeseen events. Details are outlined in Appendix A - Use of Non-GAAP Financial Measures. In February 2024, the Compensation and Human Capital Committee reviewed performance for the January 1, 2021 to December 31, 2023 RPSR performance period. The combined weighted score for the metrics generated an overall performance score of 141%. In February 2024, the NEOs received payouts in stock with respect to the outstanding RPSR awards that were granted in February 2021 for the three-year performance period ending December 31, 2023 (as described further in footnote three of the Outstanding Equity Awards Table on page 74).

  82. Other NEO Benefits

    benefits. Compensation, age and years of service factor into the amount of benefits provided under the plans. Thus, the plans are structured to reward and retain employees of long service and recognize higher performance levels as evidenced by increases in annual pay. The nonqualified supplemental defined benefit plans in which our NEOs participate were frozen as to pay and service as of December 31, 2014. The Compensation and Human Capital Committee assesses aggregate benefits available to the NEOs and has previously imposed an overall cap, generally limited to no more than 60% of final average pay, on pension benefits for the NEOs (except for small variations due to contractual restrictions under the plans). Additional information about these retirement plans and the NEO benefits under these plans can be found in the Pension Benefits Table and Nonqualified Deferred Compensation Table, on pages 76 and 79, respectively. Perquisites Our NEOs are eligible for certain limited executive perquisites that include financial planning and income tax preparation, physical exams and personal liability insurance. The Compensation and Human Capital Committee believes these perquisites are common within the competitive market for total compensation packages for executives and are useful in attracting, retaining and motivating talented executives. Perquisites provided to the NEOs in 2023 are detailed in the Summary Compensation Table on page 71. Security Arrangements Given the nature of our business, we maintain a comprehensive security program. Executive protection, including residential and/or travel, is based on a risk assessment and may change based on the individual’s profile. These security requirements are continuously assessed for each member and provided to the Board for informational purposes generally every three years. In selecting the level and form of protection, we and the Board consider security risks faced by those in our industry in general and security risks specific to our Company and its individuals. Based on security threat information obtained and an ongoing dialogue with law enforcement and security specialists, the Board has required that Ms. Warden and other NEOs receive varying levels of residential and travel protection. Since we require this protection under a comprehensive security program and it is not designed to provide a personal benefit (other than the intended security), we do not view these security arrangements as compensation to the individuals. We report these security arrangements as perquisites as required under applicable SEC rules. In addition, we report them as taxable compensation to the individuals if they are not excludable from income as working condition fringe benefits under Section 132 of the Internal Revenue Code. The Board has determined that the CEO should avoid traveling by commercial aircraft for purposes of security, rapid availability and communications connectivity during travel, and should use Company-provided aircraft for all air travel. If, as a result, the CEO uses Company-provided aircraft for personal travel, the costs of such travel are imputed as income and are subject to the appropriate tax reporting according to Internal Revenue Code regulations. We regularly review the nature of the security threat and associated vulnerabilities with law enforcement and security specialists and will continue to adapt our security program as appropriate. Severance Benefits We maintain the Severance Plan for Elected and Appointed Officers of Northrop Grumman Corporation (Severance Plan), which is available to Ms. Warden and other NEOs who qualify and are approved to receive such benefits. The purpose of the Severance Plan is to help bridge the gap in an executive’s income and health coverage during a period of unemployment following a qualified termination, and to ensure certain benefits for the Company. We do not maintain any change in control (CIC) severance plans. In addition, we do not provide excise tax gross-ups for any payments received upon termination after a change in control. Upon a “qualifying termination” (defined below) the Company may provide severance benefits to eligible NEOs under the Severance Plan. Provided the NEO signs a release and agrees to certain restrictions, he or she may receive: (i) a lump sum severance benefit equal to one and one-half times annual base salary and target bonus, (ii) a prorated performance bonus for the year of termination, (iii) continued medical and dental coverage for the 18-month severance period, (iv) income tax preparation/financial planning fees for the year of termination and the following year and (v) outplacement expenses up to 15% of salary, all subject to management approval. The cost of providing continued medical and dental coverage is based upon current premium costs. The cost of providing income tax preparation and financial planning is capped for the year of termination and for the year following termination. The annual cap for the CEO is $30,000 and for the rest of the NEOs is $18,500. A “qualifying termination” includes one of the following:

  83. Other NEO Benefits

    •involuntary termination, other than for cause or mandatory retirement; or •election to terminate in lieu of accepting a downgrade to a non-officer position (i.e., good reason). Change in Control Benefits We do not maintain separate CIC programs or agreements. The only CIC benefits available to the NEOs are those described in the terms and conditions of the grants under the 2011 Long-Term Incentive Stock Plan (2011 Plan).

  84. Policies and Procedures

    | | | | | SHAREHOLDER ALIGNMENT AND FOCUS ON LONG-TERM, SUSTAINABLE GROWTH | | STOCK OWNERSHIP | + | STOCK HOLDING | = | |

  85. Summary Compensation Table

    Summary Compensation Table

  86. Summary Compensation Table

    | Name & Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Kathy J. Warden Chair, Chief Executive Officer and President | 2023 | 1,730,769 | — | 16,000,440 | 5,082,875 | 1,205,310 | 718,099 | 24,737,493 | | | 2022 | 1,640,388 | — | 14,250,021 | 3,979,800 | — | 801,863 | 20,672,072 | | | 2021 | 1,589,439 | — | 13,500,119 | 3,744,000 | 371,464 | 671,745 | 19,876,767 | | David F. Keffer Corporate Vice President and Chief Financial Officer | 2023 | 849,039 | — | 3,399,870 | 1,409,468 | — | 228,011 | 5,886,388 | | | 2022 | 819,387 | — | 3,200,346 | 1,104,160 | — | 211,043 | 5,334,936 | | | 2021 | 790,392 | — | 3,000,038 | 1,040,000 | — | 195,335 | 5,025,765 | | Mark A. Caylor Corporate Vice President and President, Mission Systems | 2023 | 855,005 | — | 3,200,380 | 1,342,358 | 662,262 | 130,593 | 6,190,598 | | | 2022 | 855,005 | — | 2,999,816 | 1,145,706 | — | 128,645 | 5,129,172 | | | 2021 | 855,002 | — | 3,000,038 | 1,112,000 | 206,044 | 138,474 | 5,311,558 | | Thomas H. Jones Corporate Vice President and President, Aeronautics Systems | 2023 | 785,192 | — | 3,200,380 | 1,240,300 | — | 270,042 | 5,495,914 | | | 2022 | 762,117 | — | 2,999,816 | 1,025,100 | — | 282,197 | 5,069,230 | | Roshan S. Roeder (6) Corporate Vice President and President, Defense Systems | 2023 | 750,000 | — | 3,149,450 | 1,177,500 | 238,461 | 116,021 | 5,431,432 |

  87. Summary Compensation Table

    (1)Includes amounts deferred under qualified savings and nonqualified deferred compensation plans. (2)Represents the grant date aggregate fair value of RPSRs and RSRs granted during the periods presented. The fair value of awards was computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, excluding any assumed forfeitures. Assumptions used in the calculation of these amounts are disclosed in Note 14 of the Company’s 2023 Form 10-K. The maximum grant date fair values of the 2023 RPSRs are as follows (grants assume a 200% maximum payout):

  88. Summary Compensation Table

    | Name | Maximum Grant Date Fair Value ($) | | Ms. Warden | 22,400,592 | | Mr. Keffer | 4,760,124 | | Mr. Caylor | 4,480,702 | | Mr. Jones | 4,480,702 | | Ms. Roeder | 4,199,494 |

  89. Summary Compensation Table

    (3)These amounts were paid pursuant to the Company’s AIP and includes amounts deferred under the qualified savings and nonqualified deferred compensation plans.

  90. Summary Compensation Table

    | 2024 Proxy Statement | 71 |

  91. Summary Compensation Table

    (4)These amounts relate solely to the increased present value of the NEO’s pension plan benefits using mandatory SEC assumptions (see the descriptions of these plans under the Pension Benefits Table on page 76). The amount accrued in each year differs from the amount accrued in prior years due to an increase in age, service and pay (salary and bonus). The change in pension value is also highly sensitive to changes in the interest rate used to determine the present value of the payments to be made over the life of the executive. Mr. Keffer and Mr. Jones were hired after the Company’s defined benefit pension plans were closed to new entrants, and as a result, they do not participate in any defined benefit pension plans. There were no above-market earnings in the nonqualified deferred compensation plans (see the descriptions of these plans under the Nonqualified Deferred Compensation Table on page 79). (5) Amounts include, as applicable, (a) the value of perquisites and personal benefits, (b) basic life insurance premiums, (c) matching contributions through the Northrop Grumman Foundation made to eligible educational institutions and to non-profit organizations under a Company program, and (d) Company contributions to defined contribution and deferred compensation plans. Where the value of the items reported in a particular category for an NEO exceeded $10,000 in 2023 (other than perquisites and personal benefits, which are subject to different thresholds as described below), those items are identified and quantified below. Perquisites and Personal Benefits – Perquisites and other personal benefits provided to certain NEOs are as follows: security, travel-related perquisites (including use of Company aircraft and ground transportation services for personal travel and incidental expenses for family members if accompanying the NEO while on business travel), financial planning/income tax preparation services, insurance premiums paid by the Company on the NEO’s behalf, executive physicals and other nominal perquisites or personal benefits. We determine the incremental cost for perquisites and personal benefits based on costs or charges incurred by the Company for the benefits. As discussed in “Key Components of Our Executive Compensation Programs - Security Arrangements,” the Company provides NEOs with certain residential and travel security protection due to the nature of our business and security threat information. The amounts reflected in the “All Other Compensation” column include expenses for certain residential and travel security that we treat as perquisites under relevant SEC guidance, even though the need for such expenses arises from the risks associated with their positions with the Company. The Company calculates the cost of travel security coverage based on the hourly rates and overhead fees charged directly to the Company by the firms providing security personnel. If Company security personnel are used, their hourly rates are used to calculate the cost of coverage. The Company calculates the value of personal use of Company aircraft based on the incremental cost of each element. Fixed costs that would be incurred in any event to operate Company aircraft (e.g., aircraft purchase costs, maintenance not related to personal trips and flight crew salaries) are not included. The cost of any category of the listed perquisites and personal benefits did not exceed the greater of $25,000 or 10% of total perquisites and personal benefits for any NEO in 2023, except for the following: i.Ms. Warden: costs attributable to security protection ($218,016), which includes personal travel on Company aircraft consistent with the Company’s security program ($202,345); ii.Mr. Keffer: costs attributable to security ($4,897), financial planning ($9,500), executive physical benefit ($3,750); iii.Mr. Caylor: costs attributable to security ($1,932), financial planning ($13,670), executive physical benefit ($3,750), long-term disability (LTD) employer contributions ($4,156); iv.Mr. Jones: costs attributable to security ($279), financial planning ($17,587), LTD employer contributions ($2,845); and v.Ms. Roeder: costs attributable to security ($19,826). Contributions to Plans – In 2023, we made the following Company contributions to the defined contribution and deferred compensation plans:

  92. Summary Compensation Table

    | Name | Company Contributions ($) | | Ms. Warden | 456,846 | | Mr. Keffer | 195,320 | | Mr. Caylor | 93,229 | | Mr. Jones | 235,338 | | Ms. Roeder | 83,082 |

  93. Summary Compensation Table

    (6) Ms. Roeder was appointed Corporate Vice President and President Defense Systems October 17, 2022.

  94. Summary Compensation Table

    | 72 | Northrop Grumman |

  95. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  96. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kathy J. Warden | Incentive Plan | | — | 3,237,500 | 6,475,000 | | | | | | | | RPSR | 2/16/2023 | | | | — | 23,342 | 46,684 | | 11,200,296 | | | RSR | 2/16/2023 | | | | | | | 10,760 | 4,800,144 | | David F. Keffer | Incentive Plan | | — | 897,750 | 1,885,275 | | | | | | | | RPSR | 2/16/2023 | | | | — | 4,960 | 9,920 | | 2,380,062 | | | RSR | 2/16/2023 | | | | | | | 2,286 | 1,019,808 | | Mark A. Caylor | Incentive Plan | | — | 855,000 | 1,710,000 | | | | | | | | RPSR | 2/16/2023 | | | | — | 4,669 | 9,338 | | 2,240,351 | | | RSR | 2/16/2023 | | | | | | | 2,152 | 960,029 | | Thomas H. Jones | Incentive Plan | | — | 790,000 | 1,580,000 | | | | | | | | RPSR | 2/16/2023 | | | | — | 4,669 | 9,338 | | 2,240,351 | | | RSR | 2/16/2023 | | | | | | | 2,152 | 960,029 | | Roshan S. Roeder | Incentive Plan | | — | 750,000 | 1,500,000 | | | | | | | | RPSR | 2/16/2023 | | | | — | 4,376 | 8,752 | | 2,099,747 | | | RSR | 2/16/2023 | | | | | | | 2,017 | 899,804 | | | RSR (5) | 12/5/2023 | | | | | | | 328 | 149,899 |

  97. 2023 Grants of Plan-Based Awards

    (1)Represents the potential range of payouts under the Company’s AIP. Actual payouts are shown in the Summary Compensation Table column entitled “Non-Equity Incentive Plan Compensation” on page 71. (2)These amounts relate to RPSRs granted in 2023 under the 2011 Plan. For additional details on our RPSRs, refer to “Key Components of Our Executive Compensation Programs - Long-Term Incentive Compensation” on page 63. (3)These amounts relate to RSRs granted in 2023 under the 2011 Plan. For additional details on our RSRs, refer to “Key Components of Our Executive Compensation Programs - Long-Term Incentive Compensation” on page 63. (4)The grant date fair value of awards was computed in accordance with FASB ASC Topic 718. (5)Ms. Roeder was granted a RSR award on December 5, 2023 in connection with her role as Corporate Vice President and President, Defense Systems. The grant will vest two years from the grant date.

  98. 2023 Grants of Plan-Based Awards

    | 2024 Proxy Statement | 73 |

  99. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End

  100. Outstanding Equity Awards at 2023 Fiscal Year End

    | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested(1) (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) ($) | | Kathy J. Warden | 2/16/2023 | 10,760 | 5,037,186 | 23,342 | 10,927,324 | | | 2/15/2022 | 11,672 | 5,464,130 | 25,561 | 11,966,127 | | | 2/16/2021 | 14,776 | 6,917,237 | 32,505 | 15,216,891 | | David F. Keffer | 2/16/2023 | 2,286 | 1,070,168 | 4,960 | 2,321,974 | | | 2/15/2022 | 2,621 | 1,226,995 | 5,741 | 2,687,592 | | | 2/16/2021 | 3,284 | 1,537,372 | 7,223 | 3,381,375 | | Mark A. Caylor | 2/16/2023 | 2,152 | 1,007,437 | 4,669 | 2,185,746 | | | 2/15/2022 | 2,457 | 1,150,220 | 5,381 | 2,519,061 | | | 2/16/2021 | 3,284 | 1,537,372 | 7,223 | 3,381,375 | | Thomas H. Jones | 2/16/2023 | 2,152 | 1,007,437 | 4,669 | 2,185,746 | | | 2/15/2022 | 2,457 | 1,150,220 | 5,381 | 2,519,061 | | | 2/16/2021 | 3,284 | 1,537,372 | 7,223 | 3,381,375 | | Roshan S. Roeder | 12/5/2023 | 328 | 153,550 | — | — | | | 2/16/2023 | 2,017 | 944,238 | 4,376 | 2,048,581 | | | 2/15/2022 | 292 | 136,697 | 640 | 299,610 | | | 2/16/2021 | 335 | 156,827 | 738 | 345,487 |

  101. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Outstanding RSRs generally vest three years from date of grant. (2)The value listed is based on the closing price of the Company’s stock of $468.14 on December 29, 2023, the last trading day of the year. (3)Outstanding RPSRs granted in 2023, 2022 and 2021 vest based on performance for the three-year performance period ending on December 31, 2025, 2024 and 2023, respectively. All RPSR grants are subject to the Compensation and Human Capital Committee’s approval of the performance-based earn-out percentage applicable to the grant following the end of the performance period. Amounts presented assume target level performance. The 2021 RPSRs were distributed in February 2024 upon the Compensation and Human Capital Committee’s approval. The actual number of shares distributed to the NEOs in February 2024 as a result of the vesting was as follows:

  102. Outstanding Equity Awards at 2023 Fiscal Year End

    | Name | Actual Shares Distributed (#) | | Ms. Warden | 45,832 | | Mr. Keffer | 10,184 | | Mr. Caylor | 10,184 | | Mr. Jones | 10,184 | | Ms. Roeder | 1,041 |

  103. Outstanding Equity Awards at 2023 Fiscal Year End

    | 74 | Northrop Grumman |

  104. 2023 Stock Vested

    2023 Stock Vested

  105. 2023 Stock Vested

    | | Stock Awards(1)(2) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kathy J. Warden | 47,953 | 22,302,651 | | David F. Keffer | 15,664 | 7,217,710 | | Mark A. Caylor | 10,657 | 4,956,582 | | Thomas H. Jones | 1,683 | 782,819 | | Roshan S. Roeder | 962 | 447,364 |

  106. 2023 Stock Vested

    (1)The number of shares and the amounts reflected in the table are reported on an aggregate basis and do not reflect shares sold or withheld to pay withholding taxes. (2)Consists of RPSRs and RSRs granted in 2020. The 2020 RPSRs vested based on the three-year performance period which ended on December 31, 2022 and were distributed in February 2023. The 2020 RSRs vested three years from the date of grant and were distributed in February 2023, except for Mr. Keffer's 2020 new hire RSRs, which were distributed in May 2023.

  107. 2023 Stock Vested

    | 2024 Proxy Statement | 75 |

  108. 2023 Pension Benefits

    2023 Pension Benefits The following table provides information about the pension plans in which the NEOs participate (described in more detail on the following pages), including the present value of each NEO’s accumulated benefits as of December 31, 2023, calculated pursuant to SEC specifications for this table. Our policy generally limits an executive’s total benefit under these plans to be no more than 60% of final average pay.

  109. 2023 Pension Benefits

    | Name(1) | Plan Name | Number of Years Credited Service(2) (#) | Present Value of Accumulated Benefit(3) ($) | Payments During Last Fiscal Year ($) | | Kathy J. Warden | OSERP II | 15.3 | 3,756,405 | — | | Mark A. Caylor | S&MS Pension Plan | 21.5 | 806,359 | — | | | SRIP | 21.5 | 2,307,563 | — | | | OSERP | 12.5 | 1,039,994 | — | | Roshan S. Roeder | Pension Plan | 22.0 | 360,128 | — | | | ERISA 2 | 22.0 | 165,792 | — |

  110. 2023 Pension Benefits

    (1)Mr. Keffer and Mr. Jones were hired after the Company’s defined benefit pension plans were closed to new entrants and as a result, they do not participate in any defined benefit pension plans. (2)Credited service under OSERP for Mr. Caylor is less than actual service because credited service under this plan stopped as of December 31, 2014. Each NEO’s actual service is as follows: Ms. Warden: 15.3 years, Mr. Caylor: 21.5 and Ms. Roeder: 21.8 years. (3)Amounts are calculated using the following assumptions: •the NEO retires on the earliest date he/she could receive an unreduced benefit under each plan; •the form of payment is a single life annuity; and •the discount rate is 5.14% for the Pension Plan, 5.15% for the S&MS Pension Plan and 5.15% for all other plans. The mortality table is the Pri-2012 White Collar mortality table projected generationally with an adjusted version of Scale MP-2021 for all plans.

  111. Heritage Formulas

    Heritage Formulas The following table summarizes the key features of the Heritage Formula applicable to the eligible NEO.

  112. Heritage Formulas

    | Feature | ES Subplan | S&MS Pension Plan | | Benefit Formula | Eligible Pay x 2% | (Final Average Pay x 1.5% minus Covered Compensation x 0.4%) times Pre-January 1, 2005 service | | Final Average Pay(1) | Not applicable | Average of the highest five consecutive years of Eligible Pay; Covered Compensation is specified by the IRS | | Eligible Pay (limited by Internal Revenue Code section 401(a)(17)) | Salary plus bonus paid while participating in this subplan | Salary plus bonus | | Normal Retirement | Age 65 | Age 65 | | Early Retirement | Age 58 with 30 years of service or age 60 with 10 years of service | Age 55 with 10 years of service | | Early Retirement Reduction (for retirements occurring between Early Retirement and Normal Retirement) | Benefits are reduced for commencement prior to age 65 | Benefits are reduced for commencement prior to age 62 |

  113. Heritage Formulas

    (1)Final Average Pay was frozen for the S&MS Pension Plan as of December 31, 2014.

  114. Cash Balance Formulas

    Cash Balance Formulas The RVP Cash Balance Formula in the Pension Plan is a hypothetical account balance consisting of pay credits plus interest. It has the following features: •pay credits are a percentage of pay that vary based on an employee's "points" (age plus service) and are credited monthly. The percentage applicable to the NEO as of her transfer from the RVP subplan was 4.5%. •interest is credited at the 30-year U.S. Treasury bond rate. The December 31, 2023 interest credit rate was 4.28%. •eligible pay is salary plus bonus, as limited by Internal Revenue Code section 401(a)(17). •after termination of employment, a participant's vested RVP Cash Balance benefit may be distributed immediately, regardless of age, in a variety of actuarially equivalent monthly annuities or as a lump sum. The Cash Balance formula in the Pension Plan and the S&MS Pension Plan is a hypothetical account balance consisting of pay credits plus interest. It has the following features: •pay credits are a percentage of pay that vary based on an employee’s ”points” (age plus service) and are credited monthly. The range of percentages applicable to the NEOs on December 31, 2023 was 6.5% - 7.5%. •interest is credited at the 30-year U.S. Treasury bond rate subject to a minimum annual interest rate of 2.25%. The December 31, 2023 interest credit rate was 4.28%.

  115. Cash Balance Formulas

    | 2024 Proxy Statement | 77 |

  116. Cash Balance Formulas

    •eligible pay is salary plus bonus, as limited by Internal Revenue Code section 401(a)(17). •eligibility for early retirement occurs at age 55 with 10 years of service. Benefits may be reduced if commenced prior to Normal Retirement Age (65).

  117. ERISA 2 and SRIP (Nonqualified Restoration Plans)

    ERISA 2 and SRIP (Nonqualified Restoration Plans) The ERISA 2 and SRIP are nonqualified plans that restore benefits provided for under the Pension Plan and S&MS Pension Plan, respectively, but for the limits on eligible pay imposed by Internal Revenue Code section 401(a)(17) and the overall benefit limitation of Internal Revenue Code section 415. Benefits and features in these restoration plans otherwise are generally the same as described above for the underlying tax qualified plan.

  118. OSERP and OSERP II (Nonqualified Supplemental Executive Retirement Plans)

    OSERP and OSERP II (Nonqualified Supplemental Executive Retirement Plans) These plans provide supplemental pension benefits. They were closed to new hires on or before 2009. In addition, final average pay and associated service under these plans were frozen as of December 31, 2014. The following chart highlights the key features of these plans applicable to eligible NEOs.

  119. OSERP and OSERP II (Nonqualified Supplemental Executive Retirement Plans)

    | Feature | OSERP and OSERP II(1) | | Benefit Formula | Final Average Pay times 2% for each year of service up to 10 years, 1.5% for each subsequent year up to 20 years, and 1% for each additional year over 20 and less than 45 | | Final Average Pay | Average of highest three years of Eligible Pay | | Eligible Pay | Salary and bonus (including amounts above Internal Revenue Code limits and amounts deferred) | | Normal Retirement | Age 65 | | Early Retirement | Age 55 with 10 years of service | | Early Retirement Reduction | Benefits are reduced for commencement prior to the earlier of age 65 or 85 points (age + service) | | Reductions From Other Plans | Reduced by any other Company pension benefits |

  120. OSERP and OSERP II (Nonqualified Supplemental Executive Retirement Plans)

    (1)Ms. Warden participates in OSERP II, which mirrors the benefits provided under the Cash Balance Formula with a pay-based credit percentage of 6.5% (without regard to limits imposed by the Internal Revenue Code sections 401(a)(17) and 415) and under the OSERP provisions described above.

  121. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  122. 2023 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Kathy J. Warden | Savings Excess | 484,251 | 218,269 | 982,507 | (5,106) | 6,086,675 | | | ORAC | — | 228,423 | 226,571 | (5,061) | 1,701,709 | | David F. Keffer | Savings Excess | 129,856 | 97,392 | 95,741 | (6,188) | 696,363 | | | ORAC | — | 78,128 | 26,039 | (3,864) | 260,881 | | Mark A. Caylor | Savings Excess | — | — | 42,550 | — | 246,207 | | | ORAC | — | 80,029 | 100,975 | (1,849) | 832,436 | | Thomas H. Jones | Savings Excess | 118,423 | 133,226 | 97,591 | (3,072) | 961,404 | | | ORAC | — | 72,412 | 62,454 | (1,633) | 541,557 | | Roshan S. Roeder | Savings Excess | 128,532 | 25,706 | 46,502 | (604) | 382,349 | | | ORAC | — | 47,475 | 22,989 | (602) | 203,131 |

  123. 2023 Nonqualified Deferred Compensation

    (1)NEO contributions in this column are also included in the 2023 Summary Compensation Table on page 71, under the columns entitled “Salary” and “Non-Equity Incentive Plan Compensation.” (2)Company contributions in this column are included in the 2023 Summary Compensation Table, under the column entitled “All Other Compensation.” (3)Aggregate earnings in the last fiscal year are not included in the 2023 Summary Compensation Table because they are not above market or preferential. (4)NEO and Company contributions in this column may include balances for merged plans. Employee contributions by Ms. Warden and Mr. Keffer for the years ended December 31, 2023, 2022 and 2021, collectively, previously reported as compensation in the Summary Compensation tables, were as follows:

  124. 2023 Nonqualified Deferred Compensation

    | Name | Employee Contributions ($) | | Ms. Warden | 1,363,502 | | Mr. Keffer | 368,489 | | Mr. Jones | 232,993 | | Ms. Roeder | 128,532 |

  125. 2023 Nonqualified Deferred Compensation

    There were no employee contributions made by Mr. Caylor for the years ended December 31, 2023, 2022 and 2021. Because Mr. Jones was not an NEO on December 31, 2021, employee contribution data for that year is not presented. In addition, Ms. Roeder was not an NEO for the years ended December 31, 2022 and 2021, employee contribution data for these years is not presented.

  126. Termination Payments and Benefits

    Termination Payments and Benefits The following table summarizes certain payments and benefits the NEOs may receive upon termination, subject to the referenced plans and terms and conditions of the awards.

  127. Termination Payments and Benefits

    | | Voluntary Termination(3) | Involuntary Termination Not For Cause(3) | Post-CIC Involuntary or Good Reason Termination | Death or Disability(3) | | RSRs(1) | Unvested RSRs are forfeited, except in the case of early retirement where the RSRs are prorated and mandatory retirement (age 65) where they will fully vest. Retention awards do not include retirement provisions. | Unvested RSRs are forfeited, except in the case of early retirement where the RSRs are prorated and mandatory retirement (age 65) where they will fully vest. Retention awards do not include retirement provisions. | For certain change in control events as set forth in the 2011 Plan (CIC), unvested RSRs will vest and payment is accelerated, only in the event of a double trigger (CIC and termination other than for cause within the specified period), or if the acquiring company fails to assume the awards; subject to certain limitations to the extent such accelerated payments would otherwise trigger an excise tax. | Unvested RSRs will fully vest and payment is accelerated. | | RPSRs(1)(2) | Unvested RPSRs are forfeited except in the case of early retirement where the RPSRs are prorated and mandatory retirement (age 65) where they fully vest. | Unvested RPSRs are forfeited except in the case of early retirement where the RPSRs are prorated and mandatory retirement (age 65) where they fully vest. | For a CIC, unvested RPSRs will fully vest and payment is accelerated based on a truncated performance period, only in the event of a double trigger (CIC and termination other than for cause within the specified period), or if the acquiring company fails to assume the awards; subject to certain limitations to the extent such accelerated payments would otherwise trigger an excise tax. | Unvested RPSRs are prorated and payment, at target, is accelerated. | | Cash Severance | No payment. | Lump sum equal to 1.5x base salary and bonus target and a prorated performance bonus for the year of termination. | No payment. | No payment. | | Medical/Dental Continuation | No payment. | Continued medical and dental coverage for the 18-month severance period. | No payment. | No payment. | | Financial Planning/Income Tax | No payment. | Reimbursement of fees for the year of termination and the following year. | No payment. | No payment. | | Outplacement Services | No payment. | Expenses up to 15% of base salary. | No payment. | No payment. |

  128. Termination Payments and Benefits

    (1)Terms of equity awards granted to the NEOs under the 2011 Plan. (2)Subject to the Compensation and Human Capital Committee’s approval of the earn-out percentage based on the RPSR performance metrics. (3)Any retirement treatment requires employment for at least six months following the grant date with respect to RSRs and at least six months of the performance period with respect to RPSRs.

  129. Termination Payments and Benefits

    | 80 | Northrop Grumman |

  130. Termination Payments and Benefits

    The Potential Termination Payments Table provides estimated payments and benefits that the Company would have provided to each NEO if his or her employment had terminated on December 31, 2023 for the reasons set forth in the table below. The Company stock price is assumed to be $468.14, the closing market price on December 29, 2023, the last trading day of the year. These payments and benefits are payable based on: •the Severance Plan; and •the 2011 Plan and the terms and conditions of equity awards made pursuant to the plan. Due to the many factors that affect the nature and amount of any benefits provided upon termination events, actual amounts paid or distributed to NEOs may be different from the values shown in the table. Factors that may affect these amounts include timing during the year of the occurrence of the event, our stock price, the NEO’s age and the terms and circumstances of the event. The amounts described below are in addition to an NEO’s benefits described in the Pension Benefits and Nonqualified Deferred Compensation Tables on pages 76 and 79, respectively, as well as benefits generally available to our employees such as distributions under our savings plan, disability or life insurance benefits and accrued vacation.

  131. Termination Payments and Benefits

    | 2024 Proxy Statement | 81 |

  132. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO, Ms. Warden, as of our fiscal year end December 31, 2023. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In accordance with SEC rules, we re-identified the median employee in 2023. We determined that as of October 31, 2023 the company's global employee population consisted of approximately 100,600 individuals. We selected October 31, 2023 to allow sufficient time to identify the median employee given the global scope of our operations. As a company, we decided to scope in all employees in our domestic and international locations. To identify the median employee, we used wages comprised of base salary, overtime pay and shift premiums for the ten-month period ending October 31, 2023. We believe this measure provides a reasonably obtainable and reflective component of compensation from which to identify the median employee. We calculated the median employee’s annual total compensation in the same manner as the CEO’s annual total compensation as calculated in the Summary Compensation Table on page 71. The median employee’s annual total compensation was $114,197, which includes other forms of compensation such as financial and wellness benefits. The CEO’s annual total compensation was $24,737,493. Based on this information, for 2023 the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 217:1.

  133. 2023 CEO Pay Ratio

    | 84 | Northrop Grumman |

  134. 2023 CEO Pay Ratio

    Pay Versus Performance Table The following table provides four years of the Company’s compensation and performance history prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act/Securities Exchange Act of 1934, as amended (the “Exchange Act”) and does not necessarily reflect value actually realized by the executives or how our Compensation and Human Capital Committee evaluates compensation decisions in light of company or individual performance. For information on how our Compensation and Human Capital Committee aligns pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 50. Based on the data shown in the table there is general alignment between the "compensation actually paid" (CAP), as defined by the SEC, and the included metrics. While the CAP calculation includes important compensation elements, it does not reflect the executives' "earned" compensation.

  135. 2023 CEO Pay Ratio

    | Year(1) | Summary Compensation Table (SCT) Total for Principal Executive Officer (PEO) ($) | CAP to PEO(2)(3) ($) | Avg SCT Total for non-PEO NEOs ($) | Avg CAP to non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | CSM: Adjusted Cash Flow from Operations*(6) ($) | | | | | | | TSR(4) ($) | Peer Group TSR(4)(5) ($) | | | | 2023 | 24,737,493 | 13,440,872 | 5,751,083 | 3,930,874 | 145.27 | 111.48 | 2,056,000,000 | 3,637,000,000 | | 2022 | 20,672,072 | 54,746,734 | 5,388,919 | 11,074,607 | 166.57 | 106.08 | 4,896,000,000 | 3,913,000,000 | | 2021 | 19,876,767 | 38,893,119 | 5,274,973 | 9,100,357 | 116.47 | 91.84 | 7,005,000,000 | 4,475,000,000 | | 2020(7) | 20,807,144 | 14,601,902 | 5,526,430 | 2,671,853 | 90.08 | 82.41 | 3,189,000,000 | 5,135,000,000 |

  136. 2023 CEO Pay Ratio

    * This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.” (1) Ms. Warden is included as the Principal Executive Officer (PEO), CEO, for years 2023, 2022, 2021 and 2020. Messrs. Keffer, Caylor and Jones and Ms. Roeder are included in the non-PEO NEO averages for 2023. Messrs. Keffer, Bromberg, Caylor and Jones are included in the non-PEO NEO averages for 2022. Messrs. Keffer, Caylor, Larson and Ms. Petryszyn are included in the non-PEO NEO averages for 2021. Messrs. Keffer, Caylor, Larson, Pamiljans and Bedingfield are included in the non-PEO NEO averages for 2020. (2) The CAP calculations for the PEO and non-PEO NEOs are included in the table below, as defined by the SEC. The non-PEO NEOs reflect an average for each year. CAP Calculation = Summary Compensation Table - Annual stock award - Change in pension value (a) + Pension service cost + Prior pension service cost ± Fair value of current year equity awards, annual change in fair value as of year-end for unvested awards, fair value as of vesting of awards granted and vested in year, annual change in value as of vesting of prior year's awards, annual change in value of prior year's awards forfeited and value of dividends or other earnings paid on stock

  137. 2023 CEO Pay Ratio

    | Year ($M) | CAP Calculation (per SEC) | | | | | | | | | PEO | | | | | | | | | SCT Total | Annual Stock Award | Change in Pension Value | Pension Service Cost | Prior Pension Service Cost | Equity Value | Total | | 2023 | 24.7 | (16.0) | (1.2) | 0.35 | — | 5.5 | 13.4 | | 2022 | 20.7 | (14.3) | — | 0.52 | — | 47.8 | 54.7 | | 2021 | 19.9 | (13.5) | (0.4) | 0.51 | — | 32.4 | 38.9 | | 2020 | 20.8 | (13.5) | (1.1) | 0.42 | — | 8.0 | 14.6 |

  138. 2023 CEO Pay Ratio

    | 2024 Proxy Statement | 85 |

  139. 2023 CEO Pay Ratio

    | Year ($M) | CAP Calculation (per SEC) | | | | | | | | | Non-PEO NEOs (Avg) | | | | | | | | | SCT Total | Annual Stock Award | Change in Pension Value | Pension Service Cost | Prior Pension Service Cost | Equity Value | Total | | 2023 | 5.8 | (3.2) | (0.2) | 0.04 | — | 1.5 | 3.9 | | 2022 | 5.4 | (3.4) | — | 0.05 | — | 9.1 | 11.1 | | 2021 | 5.3 | (3.1) | (0.1) | 0.06 | — | 7.0 | 9.1 | | 2020 | 5.5 | (2.8) | (0.4) | 0.09 | — | 0.3 | 2.7 |

  140. 2023 CEO Pay Ratio

    a.The change in pension value amounts relate solely to the increased present value of the NEO’s pension plan benefits using mandatory SEC assumptions, see additional information in the Summary Compensation Table on page 71. (3) Key components that factor into the amount reported as CAP (in accordance with the SEC definition) are the Company’s year-end stock value and equity awards. Executives receive the value of their equity grants only upon vesting. The value reflected for unvested grants, as calculated in CAP, does not reflect value actually received or realized by the executives during the covered year. The equity component of CAP for fiscal years 2023, 2022, 2021 and 2020 are further detailed in the table below. The equity values were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts deducted or added in calculating the equity award adjustments are as follows:

  141. 2023 CEO Pay Ratio

    | Year ($M) | Equity Valuation | | | | | | | | | PEO | | | | | | | | | Fair Value of Current Year Equity Awards as of Year-End | Annual Change in Fair Value as of Year-End for Unvested Awards | Fair Value as of Vesting of Awards Granted and Vested in Year | Annual Change in Value as of Vesting of Prior Year's Awards | Annual Change in Value of Prior Year's Awards Forfeited | Value of Dividends or Other Earnings Paid on Stock | Total Equity Value Included in CAP | | 2023 | 17.1 | (8.1) | — | (4.6) | — | 1.1 | 5.5 | | 2022 | 25.5 | 13.2 | — | 8.2 | — | 0.9 | 47.8 | | 2021 | 22.5 | 4.7 | — | 4.4 | — | 0.8 | 32.4 | | 2020 | 11.6 | (3.1) | — | (0.9) | — | 0.4 | 8.0 |

  142. 2023 CEO Pay Ratio

    | Year ($M) | Equity Valuation | | | | | | | | | Non-PEO NEOs (Avg) | | | | | | | | | Fair Value of Current Year Equity Awards as of Year-End | Annual Change in Fair Value as of Year-End for Unvested Awards | Fair Value as of Vesting of Awards Granted and Vested in Year | Annual Change in Value as of Vesting of Prior Year's Awards | Annual Change in Value of Prior Year's Awards Forfeited | Value of Dividends or Other Earnings Paid on Stock | Total Equity Value Included in CAP | | 2023 | 3.5 | (1.4) | — | (0.8) | — | 0.2 | 1.5 | | 2022 | 5.6 | 2.2 | — | 1.2 | — | 0.1 | 9.1 | | 2021 | 5.0 | 1.0 | 0.2 | 0.7 | — | 0.1 | 7.0 | | 2020 | 2.4 | (0.5) | — | (0.1) | (1.6) | 0.1 | 0.3 |

  143. 2023 CEO Pay Ratio

    In 2023, the fair value of grants slightly decreased. In 2022 and 2021, the fair value of the grants awarded in the respective years increased at the end of the year due to the growth in stock price, which is a key driver of the amount of, and change in, CAP year-over-year. The grant date aggregate fair value of the grants awarded in 2020 was higher compared to the fair value at the end of the year due to the decrease in stock price. The Company’s relative TSR and operational metrics score determine the number of performance shares that vest for each three-year cycle, ranging from 0% to 200% for the 2023, 2022 and 2021 RPSR grants, and 0% to 150% for the RPSR grants awarded in 2020, 2019 and 2018. The executive RPSR performance scores were 141%, 135%, 122% and 105%, in 2023, 2022, 2021, and 2020, respectively, which contributed to the incremental change in CAP year-over-year, along with the change in stock price. Mr. Bedingfield terminated his employment in 2020 and was not retirement eligible. He forfeited nearly $8M in equity value. The average non-PEO NEO CAP in 2020 was greatly impacted by the forfeited awards. Additional details included in footnote seven. (4) TSR has been calculated in the same manner as under S-K 402(v)(2)(iv). (5) Standard & Poor’s (S&P) Aerospace and Defense (A&D) Index as disclosed in the Company’s Annual Report on Form 10-K, filed on January 25, 2024. (6) Adjusted Cash Flow from Operations*, as defined on page 116, is the Company Selected Measure (CSM), linking performance for the most recently completed fiscal year to CAP for the PEO and non-PEO NEOs. The selected measure focuses on cash generation for strategy execution and enables management to make capital investment decisions that support long-term profitable growth. For more information, including how the measure is calculated, see “Appendix A - Use of Non-GAAP Financial Measures” on page 116.

  144. 2023 CEO Pay Ratio

    | 86 | Northrop Grumman |

  145. 2023 CEO Pay Ratio

    (7) Mr. Bedingfield was the Corporate Vice President and Chief Financial Officer in 2019. He stepped down from his position effective February 17, 2020 and left the Company February 21, 2020. On February 6, 2020 the Company filed a Form 8-K which included, as an exhibit, the Separation Agreement with Mr. Bedingfield. A significant portion of Mr. Bedingfield's LTI awards were forfeited upon termination, amounting in a loss of about $8M. With Mr. Bedingfield excluded, the average CAP for non-PEO NEOs is $4.5M. Tabular List of Performance Measures In 2023, the greatest impact on the compensation of our PEO and non-PEO NEOs was from the Company's LTI plan, particularly our performance against the metrics for our RPSRs, which comprise 70% of the LTI award and approximately half of the total direct compensation for our PEO and non-PEO NEOs. The RPSR metrics reflect the Company’s continued emphasis on operational performance directly impacted by management decisions and behaviors, and are set to motivate and reward the PEO and non-PEO NEOs to achieve our long-term objectives. The metrics reinforce the link between the Company's interests and the interests of our shareholders. For more detail, see the “Key Components of Our Executive Compensation Programs” section. These performance measures align to the Company’s “Compensation Philosophy and Objectives” as defined in the Compensation Discussion & Analysis, on page 50. In addition, absolute TSR, which reflects our Company's stock value, is another important measure because it has a significant impact on our executives' required CAP calculation. It is important to note, if absolute TSR is negative, the relative TSR (rTSR) RPSR metric is capped at 100%. Lastly, Adjusted Cash Flow from Operations*, the CSM, focuses on generating cash for strategy execution and enables leaders to make capital investment decisions that support long-term growth. The metric is an important driver for assessing the Company's AIP performance. These key financial performance measures are as follows:

  146. 2023 CEO Pay Ratio

    | Performance Measures | Type | | Adjusted Cumulative FCF* | RPSR Metric | | Relative TSR | RPSR Metric | | Return on Invested Capital* (ROIC) | RPSR Metric | | Absolute TSR | Value of LTI | | Adjusted Cash Flow from Operations* | CSM/AIP Metric |

  147. 2023 CEO Pay Ratio

    * This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

  148. 2023 CEO Pay Ratio

    | 2024 Proxy Statement | 87 |

  149. 2023 CEO Pay Ratio

    Relationship Between CAP and Financial Performance Measures As shown in the chart below, the Company’s three-year cumulative TSR outperformed the companies included in the S&P A&D Index. The PEO and other non-PEO NEOs’ CAP amounts are aligned with the Company’s TSR. This is due primarily to the Company’s use of equity incentives, which are tied directly to stock price in addition to the Company’s financial performance. Adjusted Cash Flow from Operations* was selected as the CSM to focus on an annual metric, per SEC guidance. This metric emphasizes the importance of generating cash for strategy execution and enables management to make capital investment decisions, which were impacted by pension reimbursements in 2023 and 2022, as well as tax legislation in 2022. Since it has a stronger focus on our annual performance rather than long-term performance, the impact of Adjusted Cash Flow from Operations* on CAP is moderate compared to the LTI plan metrics. While the Company is required to include net income as a metric in the Pay Versus Performance table, we do not believe the metric is an appropriate selection for analyzing CAP, as defined by the SEC. Net income is not used to measure compensation due to the non-operational impacts of the annual mark-to-market pension and OPB adjustments, which include actuarial gains and losses that can vary significantly from year to year. * This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

  150. 2023 CEO Pay Ratio

    | 88 | Northrop Grumman |