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Get filing alertsNorthrop Grumman grants CEO Warden performance equity tied to 50% stock appreciation by 2031
Filed August 21, 2026 · Period ending August 19, 2026 · ~1 min read
Key Changes
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Board approved one-time grant of 35,910 target Market Stock Units to CEO Kathy Warden, with payout ranging from 0% to 150% based on absolute stock price performance through December 31, 2031. Target award requires 10% appreciation; maximum 150% payout requires 50%+ appreciation; zero payout if stock declines more than 25%.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Award requires Warden's continued service through the five-year performance period, functioning as both performance incentive and retention mechanism through 2031.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Northrop Grumman's independent directors granted CEO Kathy Warden a special performance equity award structured to pay out only if the stock appreciates substantially over the next five years. The 35,910 target Market Stock Units require at least 10% stock price appreciation to earn the baseline award, with maximum payout (150% of target) requiring 50% or more appreciation by December 31, 2031.
If the stock declines more than 25%, the award pays nothing. The board framed the grant as recognition of Warden's leadership and alignment with shareholder interests. For retail holders, this is a straightforward bet on long-term stock performance. The CEO earns nothing unless shares appreciate, and maximum value requires the stock to roughly double from current levels over five years.
The structure creates direct alignment between executive pay and shareholder returns, though the one-time nature and five-year horizon mean near-term compensation expense with distant performance resolution. The retention requirement locks Warden in through 2031, providing leadership continuity for the defense contractor's long-cycle programs.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 19, 2026, the independent members of the Board of Directors of Northrop Grumman Corporation (the “Company”) approved a one-time grant of performance-based equity to Kathy J. Warden, Chair, Chief Executive Officer and President. This award recognizes and is intended to sustain Ms. Warden’s critical leadership contributions and strengthens alignment of her interests with those of the Company’s shareholders and customers.
The board granted CEO Kathy Warden a special performance-based equity award as recognition for her leadership and to align her interests with shareholders and customers. This is a one-time grant separate from regular compensation cycles.
Added in current filing · verify on EDGAR →
The award is generally subject to Ms. Warden’s continued service to the Company through the performance period.
The equity grant requires Ms. Warden to remain with Northrop Grumman through the performance period ending December 31, 2031, providing a retention incentive alongside the performance conditions.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 24, 2026 · How we verify