NORTHROP GRUMMAN CORP /DE/ NOC

59% shingled-prose overlap between the two filings.

2025: 49,868 chars · 2026: 50,107 chars

• Committee Report:69% overlap (490 → 470 chars)
• Pay Ratio (Item 402(u)):64% overlap (1,269 → 1,265 chars)
• Say-on-Pay proposal:32% overlap (25,000 → 25,000 chars)

• changed2025 2024Named Executive Officers (NEOs)
• changedCrewsFormer Corporate CrewsCorporateVice President and Chief Financial Officer(1)Robert OfficerRobertJ.
• changedRoederCorporate Vice President and President, Mission Systems SystemsDavidF.
• new(1) Mr. Crews was the Corporate Vice President and Chief Financial Officer in 2025.
• newHe stepped down from this position effective January 7, 2026 and left the Company February 20, 2026.
• newMr. John Greene was appointed Corporate Vice President and Chief Financial Officer effective January 7, 2026.
• new2026 Proxy Statement47
• changedOur goal is to lead our industry in delivery of capability with increased speed and scale aligned with customer strategic objectives, sustainable performance and build on our strong, enduring values.
• changed•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 54).•We 55).•Weuse a Target Industry Peer Group (TIPG) (identified on page 54) 55)for broader market executive compensation analyses that includes comparisons to companies that reflect the labor market for executive talent.
• changedIn the Compensation Discussion & Analysis (CD&A), CD&A,we provide an overview of our executive compensation programs and the underlying philosophy used to develop the programs.
• changedWe describe the material components of our executive compensation programs for our 2025 2024NEOs and explain how and why our Compensation and Human Capital Committee determined certain compensation policies and decisions.
• changedFor more information, including definitions, reconciliations to the most directly comparable GAAP measure and why these measures may be useful to investors, see “Appendix A - Use of Non-GAAP Financial Measures.” The 2025 2024NEO compensation is in the Summary Compensation Table on page 70 and other compensation tables contained in this Proxy Statement.
• new2026 Proxy Statement49
• new2025 Compensation Elements
• changedCompensation ElementCEOOther NEOs(Average)PurposeKey CharacteristicsFixed8%16%Base CharacteristicsFixed8%17%BaseSalaryCompensate equitably and competitively•Determined by level of responsibility, competitive market pay assessment and individual performance Variable92%84%Annual Variable92%83%AnnualIncentive Plan (AIP)Motivate and reward achievement of annual business objectives•90% Financial Metrics •35% Adjusted Cash Flow from Operations* •35% Adjusted Segment Operating Income* Growth •20% Adjusted Pension-AdjustedOperating Margin (OM)Rate*•10% Non-financial MetricsLong-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 vestingLTIP Restricted Performance Stock Rights (RPSRs)Link the interests of our executive officers to those of our 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 Adjusted Cumulative Free Cash Flow* (Adjusted Cumulative FCF*), Return on Invested Capital* (ROIC*) (ROIC)and relative TSR
• new2025 Performance Highlights
• newStrong demand drove backlog of $95.7BSales grew 2.2% to $42.0BOperating Cash Flow of $4.8BFree Cash Flow* of $3.3BOperating Margin rate increased 20 basis points to 10.8%
• changedAdjustedFree Cash Flow*($ in billions)¢Operating Cash Flow¢Free Cash Flow*3-Year Flow¢AdjustedFCF*3-YearCumulative Total Shareholder Return¢NOC—S&P 500—Industrials—Direct Peers Average
• newShareholder Engagement
• newThe Company is committed to fostering constructive engagement with shareholders to understand their viewpoints, address concerns, and enhance long‑term value creation.
• changedWe regularly engage with our shareholders to address theirquestions regarding executive compensation and to reaffirm emphasizeour philosophy and commitment to maintaining best-in-class competitivepay practices.
• newThrough our most recent engagements and shareholder feedback, we have implemented enhancements to increase alignment, including:•Improved disclosures around annual and long-term incentive metrics and goals to enhance transparency; and•A refined clawback policy that strengthens alignment with shareholder interests and reflects current best practices.For more detail, see the Shareholder Engagement section, on page 14.As part of this engagement, the Company annually asks shareholders to approve, on an advisory basis, the compensation paid to our NEOs.
• changedThe Compensation and Human Capital Committee annuallyreviews and discusses the results of the say-on-pay vote.
• changedIn 2025, 2024,our executive compensation programs continued to receive strong support from shareholders with 95% 94%approval at our 2025 2024Annual Meeting of Shareholders.
• newFurthermore, our programs have received an average approval rate of 96% over the past decade.
• changedBased on its review and feedback from shareholder engagement, the Compensation and Human Capital Committee determined that our programs are effective and aligned with shareholder interests.Say-On-Pay interests,andnosubstantivechangeswererequired.Say-On-PayResults
• new2026 Proxy Statement51
• changedWhat We DoWhat We Don’t DoPay for PerformanceAnnual Peer Group ReviewLong-Term Incentives Focused on Performance No Individual Change in Control AgreementsCompensation 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 Only Upon Vesting of Equity AwardsStock 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 ControlRegular Risk Assessments PerformedCap on Annual Bonuses and RPSR Payouts No Hedging or Pledging of Company Stock
• changedCook & Co.)•Engaged by and reports Co.)•Reportsdirectly 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.MANAGEMENT CommitteeanddoesnotreceiveanyfeesorincomefromtheCompany.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.
• new2026 Proxy Statement53
• changedThe Performance Peer Group encompasses similar thelargestglobal defense companies bygovernmentrevenueswithin the aerospace and defense market space.
• changedIn 2025, 2024,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.
• changedTSR PEER GROUP: 2023-2025 2022-2024LONG-TERM INCENTIVE AWARDS
• changedEarned awards from the 2023-2025 2022-2024performance cycle were contingent on our ranking compared to the S&P Industrials and the following TSR peer group:
• changed2023 2022TSR PEER GROUPBAE SystemsL3Harris Technologies, Inc.RTX CorporationThe Boeing CompanyLeidos Holdings, Inc.Thales GroupGeneral Dynamics CorporationLeonardoHuntington Ingalls Industries, Inc.Lockheed Martin Corporation
• changedThe companies that comprise the 2023TIPG used for 2025 2024compensation decisions are listed in the following table:
• changed2023TARGET INDUSTRY PEER GROUP3M CompanyHoneywell International, Inc.(1)Abbott LaboratoriesIllinois Tool Works Inc.Applied Materials, Inc.Johnson Controls International plcThe Boeing Company(1)L3Harris Technologies, Inc.(1)Caterpillar, Inc.Lam Research CorporationCisco Systems, Inc.Lockheed Martin Corporation(1)Cummins Inc.Medtronic plcDeere & CompanyPACCAR Inc.Eaton Corporation plcParker-Hannifin CorporationEmerson Electric CompanyQUALCOMM Inc.General Dynamics Corporation(1)RTX Corporation(1)
• changedPeer Group Data (for the fiscal year ending 2025) 2024)
• new2026 Proxy Statement55
• changedThe table below reflects each NEO currentlyservingand their annual base salary as an elected officer, effective as of December 31 for the respective year, and year-over-year change if an NEO for two consecutive years.
• changedName2025Base Salary2024Base Name2024BaseSalary2023BaseSalaryChange to Base SalaryKathy J.
• newWarden$1,850,000 $1,800,000 3%Kenneth B.
• newCrews$850,000 $850,000 0%Robert J.
• newFleming$815,000 $775,000 5%Thomas H.
• newJones$840,000 $815,000 3%Roshan S.
• newRoeder$815,000 $775,000 5%
• changedTARGET AWARD LEVELS FOR 2025 2024AIP
• changedThe table below reflects each NEO currentlyservingand their annual target bonus as an elected officer, effective as of December 31, 2025. 2024.
• newWarden200%Kenneth B.
• newCrews100%Robert J.
• newFleming100%Thomas H.
• newJones100%Roshan S.
• newRoeder100%
• changedANNUAL INCENTIVE FORMULA FOR 2025: 2024:
• new2025 AIP METRICS
• changedFor the 2025 2024AIP, and as in prior years, we used a mix of financial and non-financial metrics to measure our performance.
• changedFor 2025, 2024,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 Adjusted Operating Margin Pension-AdjustedOMRate* weighted at 20%.
• changedThe metric incentivizes management to make capital investment decisions that support long-term profitable growth.Net cash provided by operating activities, including adjustments as approved by the Compensation and Human Capital Committee.ADJUSTED SEGMENT Committee.SEGMENTOPERATINGINCOME* GROWTH35%Incentivizes management to focus on profitable growth and enables management to evaluate the financial performance and operational trends of our sectors.The combined operating income of our four segments, less the operating income associated with intersegment sales and other approved adjustments.ADJUSTED OPERATING MARGIN sales.PENSION-ADJUSTEDOMRATE*20%Establishes high program performance expectations for the Company and incentivizes sound core operational business strategies.Operating income before FAS/CAS pension operating adjustment andexcludingunallocatedstatetaximpactsreflectedwithinunallocatedcorporateincome(expense)and other approved adjustments, divided by sales.
• new2026 Proxy Statement57
• changedFor 2025, 2024,we selected the following non-financial metrics, each equally weighted at 2.5%:
• newNon-Financial MetricHow MeasuredCustomerProgram-specific objectives, including defect rates, process quality, supplier quality and other relevant program criteria, are evaluated cumulatively, with each individual program score equally weighted.QUALITYCustomer feedback is evaluated cumulatively, using equally weighted scores from each individual program.
• newThis includes customer-generated performance scores, percentage of award fees gained, and both verbal and written feedback.CUSTOMER SATISFACTIONPeoplePerform at or above the Qualtrics Survey Global Norm, with a focus on inclusion and belonging.
• newSpecifically, net zero greenhouse gas emissions in operations by 2035 and reductions in water withdrawals and disposed solid waste by 2030.ENVIRONMENTALSUSTAINABILITY
• changedThe 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 financial AdjustedCashFlowfromOperations*,SegmentOperatingIncome*Growth,andPension-AdjustedOMRate*metrics.
• changed2025 2024AIP PERFORMANCE RESULTS
• changedThe 2025 2024Company Metrics Score based on the financial and non-financial metrics, was determined to be 114%. 148%.
• changedThe Strategic and Operational Assessment was determined to be 100%, resulting in an overall CPF of 114%. 148%.
• changedAs approved by the Compensation and Human Capital Committee, 2025 2024Company performance calculations were adjusted, as applicable, to exclude the impact of net operating FAS/CAS, federal and foreign deferredstatetax payments, expense(benefit),CAS pension recoveries, and other adjustments to account for business conditions and certain costs unanticipated at the time the goals were established.
• changedFINAL 2025 2024COMPANY AIP RESULTS
• newWeightingWeighted PayoutFinancial Metrics90%103%Non-Financial Metrics10%11%Company Payout (1)114%
• changed(1)The 2025 2024Company Payout includes a Strategic and Operational assessment, which was determined to be 100%.
• newPerformance to Achieve Target Payout (1)ThresholdTargetMaximumMetric/GoalWeighting0%Low100%High100%200%2025 Financial ScoreAdjusted Cash Flow from Operations*35%63%Adjusted Segment Operating Income* Growth35%22%Adjusted Operating Margin Rate*20%18%Financial Metric Results103%
• new(1) Northrop Grumman’s AIP targets were set at or above the 2024 actuals across all metrics.
• new2026 Proxy Statement59
• changedThe Company demonstrated strong performance in 2025 2024overall against the non-financial goals and the Compensation and Human Capital Committee approved a non-financial score of 111%, 132%,for a weighted payout of 11%. 13%.
• newNon-Financial MetricWeighting2025 Performance2025 Financial Score2.5%Exceeded, in aggregate, the quality target by 28%, including defect rates, process quality, supplier quality or other appropriate criteria for program type and phase.3%QUALITY2.5%Exceeded, in aggregate, the customer satisfaction target value by 2%, based on customer feedback, including customer-generated performance scores, award fees, and verbal and written feedback.3%CUSTOMER SATISFACTION2.5%Exceeded the 2025 target goals against the Qualtrics Survey Global Norm.
• changedWe achieved highly favorable and above benchmark results.3%INCLUSION AND BELONGING2.5%Exceeded the annual targets, whichweresettooffsetgrowth,resulting in year-over-year reductions in water withdrawals greenhousegasemissionsand disposed solid waste, outweighing a slight increase in greenhouse gas emissions.2%ENVIRONMENTALSUSTAINABILITYNon-Financial Metric Results11% waterwithdrawals.
• changedIn 2025, 2024,the Compensation and Human Capital Committee made no additional adjustments to the recommended CPF or individual AIP participants’ awards.
• changed2025 2024NEO AIP PAYOUTS
• changedIn consideration of both the financial and non-financial performance, the 2025 2024Company Performance Factor (CPF) was determined to be 114%. 148%.

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