8-KCurrent report
Officer or director change
✓ VerifiedNorthrop Grumman's board approved a one-time grant of 35,910 target Market Stock Units to CEO Kathy J. Warden, earnable from 0% to 150% over a performance period ending December 31, 2031.
Filed Aug 21, 2026 · 17:06 ET
Summary
- On August 19, 2026, the independent members of Northrop Grumman's Board of Directors approved a one-time grant of performance-based equity to Kathy J. Warden, Chair, Chief Executive Officer and President.
- The award targets 35,910 Market Stock Units, with a range from 0% to 150% earnable based on the Company's absolute stock price appreciation or depreciation.
- The performance period ends December 31, 2031, with 0% payout if more than 25% depreciation and 150% payout if 50% or more appreciation.
- To earn a target award, the stock price must appreciate by at least 10%.
- The award is generally subject to Ms. Warden's continued service through the performance period and to the terms of the applicable Market Stock Units Grant Agreement.
Key facts
- Recipient
- Kathy J. Warden, Chair, Chief Executive Officer and President
From the filing for Recipient
“a one-time grant of performance-based equity to Kathy J. Warden, Chair, Chief Executive Officer and President”
- Target MSUs
- 35,910 Market Stock Units
From the filing for Target MSUs
“A range from 0% to 150% of the target 35,910 Market Stock Units ("MSUs") may be earned”
- Payout range
- 0% to 150%
From the filing for Payout range
“A range from 0% to 150% of the target 35,910 Market Stock Units”
- Performance period end
- December 31, 2031
From the filing for Performance period end
“over a performance period ending December 31, 2031”
- Zero payout threshold
- more than 25% depreciation
From the filing for Zero payout threshold
“with 0% payout if more than 25% depreciation and 150% payout if 50% or more appreciation”
- Maximum payout threshold
- 50% or more appreciation
From the filing for Maximum payout threshold
“150% payout if 50% or more appreciation”
- Target threshold
- at least 10%
From the filing for Target threshold
“To earn a target award, the stock price must appreciate by at least 10%”
- Approval date
- August 19, 2026
From the filing for Approval date
“On August 19, 2026, the independent members of the Board of Directors of Northrop Grumman Corporation”
Why it mattersThe board granted the CEO a one-time performance equity award tied entirely to stock price movement through 2031, with no payout unless the price appreciates at least 10%.
- Filed
- Aug 21, 2026
- Accepted
- 2026-08-21 21:06Z
- Period
- Aug 19, 2026
- Accession no.
- 0001628280-26-058480
- Size
- 140 KB
- Index
- Filing index