35,910 Market Stock Units at target is the controlling figure in Northrop Grumman's August 19, 2026 8-K. The independent members of the board approved a one-time performance equity award for Chair, Chief Executive Officer and President Kathy J. Warden, with payout conditional on NOC's absolute stock price return through December 31, 2031. The payout range is 0% to 150% of that target, or 0 to 53,865 units at the extremes.
| NOC absolute return through Dec 31, 2031 | Payout vs. target | Units (conditional) |
|---|---|---|
| More than 25% depreciation | 0% | 0 |
| 10% or more appreciation | 100% | 35,910 |
| 50% or more appreciation | 150% | 53,865 |
The floor at more than 25% depreciation zeroes the award completely. The target tranche of 35,910 units requires at least 10% appreciation by the December 31, 2031 measurement date. Fifty percent or more in absolute gains earns the ceiling of 53,865 units. The filing does not define interpolation between the three stated breakpoints.
The board framed the grant in two terms: recognition of what it called Warden's critical leadership contributions, and a mechanism to sustain that leadership while aligning her financial interest with shareholders and customers. The one-time classification separates this award from recurring annual equity cycles.
The award is generally conditioned on Warden's continued service through the performance period. The MSUs are governed by the terms of an applicable Market Stock Units Grant Agreement. Northrop Grumman (NYSE: NOC) is incorporated in Delaware and headquartered at 2980 Fairview Park Drive, Falls Church, Virginia. Corporate Vice President and Secretary Jennifer C. McGarey signed the 8-K on August 21, 2026.