Business Context and Reporting Period
This Form 8-K Current Report was filed by Northrop Grumman Corporation on March 18, 2015. The report details corporate governance changes, specifically the election of a new director and an increase in the size of the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director compensation and board composition.
Material Changes
- Board Election: Marianne C. Brown was elected to the Board of Directors, effective March 19, 2015.
- Board Size: The Board size was increased from 12 to 13 members.
- Committee Assignments: Ms. Brown was appointed to the Audit Committee and the Policy Committee.
Compensation and Governance Details
Ms. Brown's compensation package includes:
- Cash Retainer: $120,000 annually, prorated for 2015.
- Audit Committee Retainer: Additional $10,000 annually.
- Equity Grant: $135,000 in deferred stock units annually, payable after five years of service or earlier as specified.
Ms. Brown brings experience as the Chief Operating Officer of SunGard Financial Systems and former President and CEO of Omgeo, LLC.
Investor Verification Points
- Confirm the effective date of Ms. Brown's board service (March 19, 2015).
- Verify the total annual cash compensation ($130,000) and equity grant ($135,000) structure.
- Review the attached press release (Exhibit 99.1) for additional biographical details on the new director.