Business Context and Reporting Period
This Form 8-K Current Report was filed by Northrop Grumman Corporation on February 17, 2015. The report discloses 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 Expansion: The Board of Directors increased its size from 11 members to 12 members.
- New Director Election: James S. Turley was elected to the Board of Directors, effective February 19, 2015. Mr. Turley previously served as Chairman and CEO of Ernst & Young (2001–2013).
- Committee Appointments: Mr. Turley was appointed to the Audit Committee (designated as an audit committee financial expert) and the Policy Committee.
Compensation and Outlook
Mr. Turley's compensation package includes:
- Cash Retainer: $120,000 annually, plus an additional $10,000 for Audit Committee service.
- Equity Grant: $135,000 in deferred stock units annually, payable after five or more years of service.
- Proration: Fees and grants for 2015 will be prorated based on the effective date.
The filing contains no management guidance, outlook, risk factors, or discussion of unusual items beyond the board appointment.
Investor Verification Points
- Confirm the effective date of James S. Turley's board service (February 19, 2015).
- Verify the total annual cash compensation ($130,000) and equity value ($135,000) for the new director.
- Note the increase in total board membership to 12 directors.