Northrop Grumman Corp

This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the Company's named executive officers as disclosed in the proxy statement. Management seeks this endorsement to validate its pay-for-performance framework, which emphasizes a high proportion of at-risk compensation tied to both annual and long-term financial and non-financial metrics (AIP and RPSRs). The CD&A discloses that 2025 payouts reflected above-target performance (AIP Company Performance Factor of 114% and a 2023-2025 RPSR payout factor of 148%), and the Board points to governance features like stock ownership guidelines, recoupment policies, prohibitions on hedging/pledging, double-trigger CIC protections, and independent compensation consultant involvement as alignment mechanisms. The vote is advisory and non-binding, but the Compensation and Human Capital Committee reviews results and engages with shareholders; historically the Company has received strong say-on-pay support (95% in 2025 and a multi-year high approval record). A vote FOR signals shareholder support for management’s compensation design and 2025 pay decisions; a vote AGAINST would register dissent and prompt the Committee to further engage with shareholders and consider changes. Material context includes strong operating and cash-flow performance in 2025, adjustments the Committee applied to certain non-GAAP measures for incentive calculations, and that the Committee retains discretion to make equitable adjustments for unforeseen events. The Board recommends FOR because it believes the program appropriately motivates executives, retains talent, and aligns pay with long-term shareholder value while incorporating robust governance safeguards and disclosures. Given the advisory nature, the Company will consider the vote outcome when making future compensation decisions but is not legally bound to any specific change.

The proponent requests that Northrop Grumman adopt a binding policy to separate the roles of Chair and CEO, installing an independent director as Chair, arguing that such a structure would enhance impartial oversight, strengthen accountability, and address recent operational setbacks and a relative plateau in share price. The proposal demands amendment of governing documents to effectuate an independent Chair and allows for a temporary non-independent interim Chair only while an independent Chair is sought. Management opposes the proposal, arguing that a rigid mandate would remove the Board’s flexibility to choose the optimal leadership structure given complex national-security customer relationships and operational demands; the Board emphasizes an empowered Lead Independent Director, fully independent committees, and the practical benefits of a unified external-facing leadership voice for customers and regulators. Company-specific context includes strong multi-year shareholder returns under the current CEO-Chair, recent discrete program headwinds (e.g., a 2025 B-21 pre-tax charge and guidance reductions) that the proponent cites as evidence of governance failures, and seven prior shareholder votes rejecting similar proposals. The Board’s opposition highlights that the Board retains authority under its bylaws to change structures when appropriate, that the Lead Independent Director’s responsibilities are robust and were recently expanded, and that the Company has outperformed peers over multi-year periods in total shareholder return and maintained record backlog and cash flow metrics. For governance-focused investors, the proposal raises a classic trade-off: a formal independent Chair can strengthen oversight and reduce conflict risk, but may reduce operational cohesion and the Board’s ability to respond to unique industry exigencies; the Board’s recent governance practices, investor engagement history, and the proposal’s prior rejection historically weigh in favor of the status quo. The outcome should be evaluated in the context of shareholders’ preferences on structural governance prescriptions versus flexible, performance-oriented oversight mechanisms, and whether investors prioritize a formal separation of oversight and management or the current integrated model with an empowered Lead Independent Director.