UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant

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Northrop Grumman Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee:

	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Our Values

Our Values form the foundation of our pioneering culture and commitment to deliver on what we promise. Our Values reflect the culture we want to have and define our operating principles as we face an increasingly complex world. They reflect who we are and how we behave, and they articulate what is important to us.

We Do the Right Thing	We earn trust, act with ethics, integrity and transparency, treat everyone with respect, value diversity and foster safe and inclusive environments.
We Do What We Promise	We own the delivery of results, focused on quality outcomes.
We Commit to Shared Success	We work together to focus on the mission and take accountability for the sustainable success of our people, customers, shareholders, suppliers and communities.
We Pioneer	We pioneer with fierce curiosity, dedication and innovation, we seek to solve the world’s most challenging problems.

Letter from the Board of Directors

April 1, 2022

Dear Fellow Shareholders,

We invite you to attend Northrop Grumman Corporation’s 2022 Annual Meeting of Shareholders on Wednesday, May 18, 2022 beginning at 8:00 a.m., Eastern Daylight Time. The accompanying Proxy Statement explains more about the matters to be voted on at the Annual Meeting, proxy voting and other information regarding participation. While we currently intend to hold our Annual Meeting in person, we continue to monitor the impact of COVID-19. If necessary, we will announce alternative arrangements.

As we reflect on our Company's 2021 performance, we made significant progress executing our strategy to grow the business, reduce costs to deliver strong margin rates and deploy our capital to create value. Total shareholder return for the year was 29%.

In 2021, our annual sales totaled $35.7 billion, with organic sales* of $35.5 billion, which grew by 3%. Operating margin rate was 15.8% and our segment operating margin rate* was 11.8%, an increase of 40 basis points compared to 2020. Diluted EPS was $43.54 and we grew our transaction-adjusted EPS* by 8% to $25.63. We generated $3.6 billion of net cash provided by operating activities and $3.1 billion of transaction-adjusted free cash flow* for the year.

We continue to execute a robust capital deployment strategy, which prioritizes investments to create new technologies to support our customers and franchise programs, while maintaining a strong balance sheet and returning cash to our shareholders. In 2021, we retired over $2.2 billion of debt with the proceeds of the IT Services divestiture, and achieved an upgraded credit rating. We returned a record $4.7 billion to shareholders through dividends and share repurchases. We increased our dividend by 8%, which is the 18th consecutive annual increase, and we retired nearly 11 million shares as part of our repurchase plans.

Our people, strongly anchored by our Company values, remain at the core of our business. Our team continues to demonstrate unwavering commitment and drive for excellence in all that we do, from how we perform for one another and our customers, to how we continue to define possible despite ongoing challenges related to COVID-19. We have extraordinary talent, and this includes our leadership team. Our Board and management team are focused on ensuring we have the right leaders in place to maintain our culture and position Northrop Grumman for the future.

An important part of our culture is our commitment to diversity, equity and inclusion. We are proud to have been named, once again, as one of DiversityInc's Top 50 Companies for Diversity, as well as a top company for veterans, people with disabilities, employee resource groups and executive diversity councils. We were also recognized as one of Equileap's top 25 companies for gender equality on the S&P 500 and as "Best of the Best" in Top Supplier Diversity Programs by U.S. Veterans Magazine.

We continue to take crucial steps to promote sustainability, including reducing our environmental impact. We have achieved a 44% reduction in greenhouse gas emissions since 2010, exceeding the Company's long-term goal. These actions and more resulted in our Company scoring in the 96th percentile on the S&P Global Corporate Sustainability Index, inclusion in the Dow Jones Sustainability Index for North America for the 6th consecutive year, and the World Index for the first time.

We remain focused on our Company's performance and culture, and on the Board's future leadership. The members of the Board come from diverse backgrounds and experiences, which lends to a strong Board that puts our Company and our shareholders' long-term interests first. In August, we added Graham Robinson, a seasoned global business leader with important technical experience, to the Board.

Our environmental, social and governance programs play an important role in our sustainable, profitable growth, and remain critical to long-term value creation for our shareholders, customers and employees, as well as in the communities where we do business. We encourage you to read our 2021 Sustainability Report for more details about our sustainability progress and milestones.

*    This metric is a non-GAAP financial measure. For more information, see "Appendix A - Use of Non-GAAP Financial Measures."

2022 Proxy Statement 1

Letter from the Board of Directors

Your vote is important, and we encourage you to vote as soon as possible. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares - virtually or by mail.

We look forward to continuing to deliver value to our shareholders, customers, employees and all of our stakeholders. Thank you for your support of Northrop Grumman.

Sincerely,

David P. Abney	Marianne C. Brown	Donald E. Felsinger
Ann M. Fudge	William H. Hernandez	Madeleine A. Kleiner
Karl J. Krapek	Graham N. Robinson	Gary Roughead
Thomas M. Schoewe	James S. Turley	Kathy J. Warden
Mark A. Welsh III

2 Northrop Grumman

Notice of 2022 Annual Meeting of Shareholders

DATE AND TIME May 18, 2022 (Wednesday) 8:00 AM Eastern Daylight Time LOCATION Northrop Grumman Corporation, Principal Executive Office 2980 Fairview Park Drive Falls Church, Virginia 22042 WHO CAN VOTE Shareholders of record at the close of business on March 22, 2022 are entitled to vote at the Annual Meeting

Voting Items

Proposals		Board VoteRecommendations	For FurtherDetails
1.	Election of Directors	“FOR”each Director Nominee	Page 14
2.	Advisory Vote on Compensation of Named Executive Officers	“FOR”	Page 47
3.	Ratification of Appointment of Independent Auditor	“FOR”	Page 86
4.	Shareholder Proposal to Change the Ownership Threshold to Call a Special Meeting	“AGAINST”	Page 89

Shareholders will also act on any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors.

We look forward to meeting those of you who are able to attend the meeting. For those who are unable to attend in person, live coverage of the meeting will be available on the Northrop Grumman website at www.northropgrumman.com. Additional details regarding the logistics of the meeting can be found in the accompanying Proxy Statement, on the Investor Relations section of our website and www.edocumentview.com/noc.

While we currently intend to hold our Annual Meeting in person, we are monitoring the situation regarding the COVID-19 pandemic and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local governments or we may impose. In the event we conclude it is not advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the Investor Relations section of our website (www.northropgrumman.com) and www.edocumentview.com/noc for updated information, including any COVID-19 protocols required to attend the Annual Meeting. If you are planning to attend the Annual Meeting, please check the website prior to the meeting date.

We encourage all shareholders to vote on the matters described in the accompanying Proxy Statement prior to the Annual Meeting.

By order of the Board of Directors,

Jennifer C. McGarey
Corporate Vice President and Secretary

How to Vote				Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on May 18, 2022: The Proxy Statement for the 2022 Annual Meeting of Shareholders and the Annual Report for the year ended December 31, 2021 are available at: www.edocumentview.com/noc.
	INTERNET www.envisionreports.com/noc		TELEPHONE 800-652-VOTE (800-652-8683) (toll-free)
	MAIL Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope

2022 Proxy Statement 3

Table of Contents

Our Values		IFC*
Letter from the Board of Directors		1
Notice of 2022 Annual Meeting of Shareholders		3
Proxy Statement Summary		6
Management and Shareholder Proposals		12
Shareholder Engagement		13
	Proposal 1 Election of Directors	14
Director Qualifications and Experience		15
2022 Nominees for Director		16
Director Nomination Process		23
Corporate Governance		26
Overview		26
Role of the Board and Key Areas of Board Oversight		27
Risk Oversight		28
Board Leadership Structure		29
Committees of the Board		30
Board Meetings and Executive Sessions		33
Director Independence		34
Our Culture		35
Director Orientation and Continuing Education		40
Board Memberships and External Relationships		40
Annual Self-Assessment Process		41
Succession Planning		42
Communications with the Board of Directors		42
Compensation of Directors		43
2021 Director Compensation		45
Deferred Stock Units		46
	Proposal 2: Advisory Vote on Compensation of Named Executive Officers	47
Executive Compensation		48
Compensation Discussion & Analysis		48
Compensation Philosophy and Objectives		48
2021 Compensation Elements		50
2021 Performance Highlights		51
Consideration of Say-On-Pay Vote		51
Our Compensation Best Practices		52
How We Make Executive Compensation Decisions		52
Key Components of Our Executive Compensation Programs		56
Other NEO Benefits		64
Policies and Procedures		66
Compensation Committee Report		68

4 Northrop Grumman

Table of Contents

Compensation Tables		69
Summary Compensation Table		69
2021 Grants of Plan-Based Awards		71
Outstanding Equity Awards at 2021 Fiscal Year End		72
2021 Stock Vested		73
2021 Pension Benefits		74
2021 Nonqualified Deferred Compensation		78
Termination Payments and Benefits		80
2021 CEO Pay Ratio		84
Equity Compensation Plan Information		85
	Proposal 3: Ratification of Appointment of Independent Auditor	86
Audit Fees and All Other Fees		86
Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services		87
Audit and Risk Committee Report		87
	Proposal 4: Shareholder Proposal	89
Transactions with Related Persons and Control Persons		92
Related Person Transactions		92
Indemnification Agreements		93
Voting Securities and Principal Holders		94
Stock Ownership of Certain Beneficial Holders		94
Stock Ownership of Officers and Directors		95
Questions and Answers About the Annual Meeting		96
Miscellaneous		99
Voting on Other Matters		99
Delinquent Section 16(a) Reports		99
Shareholder Proposals for the 2023 Annual Meeting		99
Shareholder Nominations for Director Election at the 2023 Annual Meeting		99
Householding Information		100
Cost of Soliciting Proxies		100
Available Information		100
Incorporation by Reference		100
Annual Report		101
Appendix A – Use of Non-GAAP Financial Measures		102

*    Inside Front Cover

2022 Proxy Statement 5

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. For additional information about these topics, please refer to the discussions contained in this Proxy Statement and in our Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Form 10-K) filed with the United States (U.S.) Securities and Exchange Commission (SEC) on January 27, 2022. Please also refer to our Sustainability Report which is available on our website at www.northropgrumman.com/corporate-responsibility/sustainability-reports-and-esg-information/.

We intend to mail a Notice of Internet Availability of Proxy Materials to Shareholders of record and to make this Proxy Statement and accompanying materials available on the internet on or about April 1, 2022.

2021 Performance Highlights

Our focus on performance, our portfolio and capital deployment continues to strengthen our foundation for long-term value creation. Our business remains well aligned to government priority areas in national security and scientific discovery and we continue to see strong demand for our technologies and solutions. We delivered another year of solid operating performance in 2021, won new franchise programs, and have a robust backlog of over $76 billion that provides opportunities for future growth.

Financial Highlights
29% Total Shareholder Return	Sales of $35.7 billion and organic sales* growth of 3% to $35.5 billion	Operating margin rate of 15.8%; Segment margin rate* of 11.8%, a 40 basis pointincrease	Diluted EPS of $43.54; Transaction-adjusted earnings per share* increased 8% to $25.63	Net cash provided by operating activities of $3.6 billion
Total backlog of over $76 billion or 2xour annual sales	We retired over $2.2 billion of debt	We returned $4.7 billion to our shareholders through dividends and share repurchases	We increased our quarterly dividend byapproximately 8% to $1.57 per share	In 2021, our capital expenditures totaled $1.4 billion, and we invested $1.1 billion in R&D

*    This metric is a non-GAAP financial measure. For more information, see "Appendix A - Use of Non-GAAP Financial Measures."

6 Northrop Grumman

Proxy Statement Summary

Executive Compensation Highlights

We are committed to performance-based executive compensation programs that align with our shareholders’ interests, business objectives and our strategy of investing for and delivering long-term profitable growth.

Compensation Snapshot

CEO	NEOs

Paying For Performance

In 2021, we continued to maintain robust pay-for-performance practices. All incentive plan performance payouts reflect our performance against our 2021 goals.

We sustained strong financial performance in 2021 130% 2021 ANNUAL INCENTIVE PLAN (AIP) PAY FOR OUR NAMED EXECUTIVE OFFICERS (NEOs)OUT 122% 2021 LONG-TERM INCENTIVE PLAN (LTIP) PAYOUT FOR OUR NEOs

These payouts were the result of excellent execution during a period of volatility driven by COVID-19 impacts on the broader market.

We are committed to environmental sustainability, the development of a fair and equitable workplace for our employees, and an unrelenting focus on our customers. To reinforce these commitments we include related non-financial metrics in our executive compensation program.	Non-financial Metrics in Annual Incentives
		People Diversity | Employee Experience | Safety
		Environment Environmental Sustainability
		Customer Quality | Customer Satisfaction

2022 Proxy Statement 7

Proxy Statement Summary

High Say-on-Pay

Consistent Shareholder Approval 96% 3-YEAR AVERAGE OF SHAREHOLDER VOTES IN FAVOR OF SAY-ON-PAY	Governing principle highlights of our 2021 executive compensation programs:
	Over 80%of Executive Compensation is Variable	Stock Ownership Guidelines for All Officers: CEO 7x Other NEOs 3x	3-Year Mandatory Holding Period for 50% of Vested Shares
	Recoupment Policyon Cash and Equity Incentive Payouts	NoIndividual Change in Control Agreements	No Hedging or Pledgingof Company Stock

8 Northrop Grumman

Proxy Statement Summary

Board Nominee Highlights

		Age*	Director Since	Committee Memberships				Other Public Company Boards
Name and Professional Background				AR	C	G	P
	David P. Abney Former Executive Chairman of the Board of Directors and Chief Executive Officer of United Parcel Service, Inc. (UPS)	66	06/ 2020					2
	Marianne C. Brown Former Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc.	63	03/ 2015					3
	Donald E. Felsinger Lead Independent Director, Northrop Grumman Corporation; Former Chairman and CEO, Sempra Energy	74	02/ 2007					1
	Ann M. Fudge Former Chairman and Chief Executive Officer, Young & Rubicam Brands	70	03/ 2016					1
	William H. Hernandez Former Senior Vice President and CFO, PPG Industries, Inc.	74	09/ 2013					—
	Madeleine A. Kleiner Former Executive Vice President and General Counsel, Hilton Hotels Corporation	70	10/ 2008					1
	Karl J. Krapek Former President and COO, United Technologies Corporation	73	09/ 2008					2
	Graham N. Robinson Senior Vice President, Stanley Black & Decker, Inc., and President of STANLEY Industrial	53	08/ 2021					—
	Gary Roughead Retired Admiral, United States Navy and Former Chief of Naval Operations	70	02/ 2012					—
	Thomas M. Schoewe Former Executive Vice President and CFO, Wal-Mart Stores, Inc.	69	08/ 2011					2
	James S. Turley Former Chairman and Chief Executive Officer, Ernst & Young	66	02/ 2015					3
	Kathy J. Warden Chair, Chief Executive Officer and President, Northrop Grumman Corporation	50	07/ 2018					1
	Mark A. Welsh III Dean of the Bush School of Government and Public Service, Texas A&M University; Retired General, United States Air Force and Former Chief of Staff, United States Air Force	68	12/ 2016					—

AR	Audit and Risk Committee	G	Governance Committee		Chair		Member
C	Compensation Committee	P	Policy Committee
*   Age as of April 1, 2022.

2022 Proxy Statement 9

Proxy Statement Summary

We have a balanced, independent Board of Directors with diversityof age, tenure, gender and race/ethnicity.

AVERAGE AGE

66.6 YEARS

50s
	2
60s
	5
70s
	6

GENDER

4/13

Female
	4

INDEPENDENT

12/13

Independent
	12

AVERAGE TENURE

7.9 YEARS

≤5
	4
6-10
	4
>10
	5

RACIAL/ ETHNIC DIVERSITY

3/13

Racially/Ethnically Diverse
	3

Our directors’ broad and valuableexperience also helps foster diversity of thought in our boardroom through:

	Senior Leadership Experience		Senior Government/Military Experience
	Corporate Governance Expertise		International Experience
	Financial Expertise/Literacy		Human Capital Strategy/ Talent Management
	Risk Oversight		Cyber Expertise
	Aerospace/Defense Industry Experience		Environmental Sustainability/Corporate Responsibility

10 Northrop Grumman

Proxy Statement Summary

Governance Highlights

STRONG INDEPENDENT OVERSIGHT	COMMITMENT TO BOARD EFFECTIVENESS	ROBUST SHAREHOLDER RIGHTS
~92% independent Board   Fully independent Board committees   Lead Independent Director with robust responsibilities and oversight   Regular executive sessions	Thorough annual self-assessment of Board, Committee and individual director performance   Overboarding policy (no more than three other public company boards without special approval)	Annual director elections with majority voting standard in uncontested elections   Proxy access   Right to call special meeting   Right to act by written consent   Shareholder engagement program that provides for shareholder access to management and directors
BOARD REFRESHMENT AND DIVERSITY	DIRECTOR RECOGNITION
History of gender and racial/ethnic diversity on our Board, including current slate of directors (6 of 13 nominees)   Mandatory retirement at 75   Have added 7 new directors since the beginning of 2015	Our directors, Ann Fudge and Graham Robinson, were recognized as two of Savoy Magazine’s Most Influential Black Corporate Directors   Our Lead Independent Director was previously recognized as Director of the Year by NACD   James Turley and Thomas Schoewe were previously honored as members of the NACD Directors 100   Bill Hernandez was recognized as one of the 15 most Relevant Hispanic Directors   Three of our female directors have previously been honored by Women's Inc. as the most influential corporate directors
CORPORATE RESPONSIBILITY AND SUSTAINABILITY
Strong ethics program and corporate culture   Extensive and long-standing diversity, equity and inclusion (DEI) programs, widely applauded   Human Rights Policy and oversight by executive-level Human Rights Working Group	Environmental program integrated into organizational culture to reduce our environmental footprint   Transparent political contributions policy and trade association activity aligned with our business objectives and Company values   Increased focus on climate change and operational efficiency (e.g. water, waste) and hiring of Chief Sustainability Officer to oversee environmental component of ESG	For more information on our corporate responsibility and sustainability program, see pages 35-39 and our latest Sustainability Report

2022 Proxy Statement 11

Management and Shareholder Proposals

PROPOSAL 1
Election of Directors	>  See page 14 for more details
The Board of Directors unanimously recommends that you vote “FOR” the 13 nominees for director listed below.

PROPOSAL 2
Advisory Vote on Compensation of Named Executive Officers	>  See page 47 for more details
The Board of Directors unanimously recommends that you vote “FOR” this proposal.

PROPOSAL 3
Ratification of Appointment of Independent Auditor	>  See page 86 for more details
The Board of Directors unanimously recommends that you vote “FOR” this proposal.

Based on its recent evaluation, the Audit and Risk Committee of the Board of Directors believes that the appointment of Deloitte & Touche LLP (Deloitte) is in the best interests of the Company and its shareholders. Deloitte served as our independent auditor for 2021, and Deloitte or its predecessors have served as the independent auditor for the Company (including certain of its predecessor companies) since 1975.

Additional Proposal

PROPOSAL 4
Shareholder Proposal to Change the Ownership Threshold for Shareholders to Call a Special Meeting	>  See page 89 for more details
The Board of Directors unanimously recommends that you vote “AGAINST” this proposal.

12 Northrop Grumman

Shareholder Engagement

Northrop Grumman has an extensive shareholder outreach program that enables regular, ongoing engagement with our shareholders throughout the year. Our leadership team and key executives participate in these discussions to help us better understand our shareholders' priorities, and to inform and shape our decision-making, as we remain well-aligned to shareholder interests.

We have a proven record of adopting provisions or modifying practices as a result of shareholder input. We carefully consider all shareholder input, including the results of the shareholder vote. Examples include provisions regarding proxy access, the right of shareholders to call a special meeting and act by written consent, the use of performance-based long-term incentives for executive management, and how we reaffirm our commitment to human rights. As part of our spring and fall proxy related outreach, we offer engagement to our top shareholders. These efforts are in addition to various other ongoing forms of shareholder engagement highlighted below.

WHO WE ENGAGED
COMPANY REPRESENTATIVES	•Chief Executive Officer •Chief Financial Officer •Chief Sustainability Officer	•General Counsel •Corporate Secretary •Treasurer and VP, Investor Relations
TOPICS DISCUSSED	Governance Topics •Shareholder Proposals/Votes •Executive Compensation •Board Structure	Sustainability Topics •Diversity •Environmental Goals •Human Rights
	Financial Topics •Financial Performance •Portfolio Mix •Capital Deployment	Company Strategy •Technology Roadmap •Customer Priorities •Competitive Landscape
HOW WE ENGAGED	•Proxy Discussions •Investor Conferences •Site Visits •1x1 calls/meetings	•Annual Meeting •Fireside Chats •Quarterly Earnings Calls •ESG Focused Discussions

2022 Proxy Statement 13

Proposal 1: Election of Directors

Our Board has nominated 13 directors for election at the Annual Meeting. Each of the director nominees has consented to serve, and we do not know of any reason why any of them would be unable to serve, if elected. If a nominee becomes unavailable or unable to serve before the Annual Meeting (for example, due to serious illness), the Board may determine to leave the position vacant, reduce the number of authorized directors or designate a substitute nominee. If any nominee becomes unavailable for election to the Board, an event which is not anticipated, the proxyholders will have full discretion and authority to vote, or refrain from voting, for any other nominee in accordance with their judgment.

Vote Required

To be elected, a nominee must receive more votes cast “for” than votes cast “against” his or her election. Abstentions and broker non-votes will have no effect on this proposal. If a nominee is not re-elected, he or she will remain in office until a successor is elected or until his or her earlier resignation or removal. See page 25 for additional information on our Director Election Process.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE 13 NOMINEES FOR DIRECTOR LISTED BELOW.

14 Northrop Grumman

Proposal 1: Election of Directors

Director Qualifications and Experience

In considering Board nominees, the Governance Committee considers each individual’s background and personal and professional experiences in addition to general qualifications. Nominees are evaluated in the context of the Board as a whole, with a focus on achieving an appropriate mix of skills needed to provide effective governance and oversight, advancing the long-term interests of our shareholders. The Governance Committee regularly assesses and communicates with the Board about the current and future skills and backgrounds to ensure the Board maintains an appropriate mix. These skills are reflected in the following table. Each nominee also possesses additional skills and experience that are not highlighted among those listed below. We believe the combination of the skills and qualifications shown below demonstrates how the Board is well-positioned to provide strategic oversight and guidance to management and serve our shareholders.

Why is this important for Northrop Grumman?

SENIOR LEADERSHIP EXPERIENCE

n

n

n

n

n

n

n

n

n

n

n

n

n

13

Directors with this experience possess strong leadership qualities and the ability to identify and develop those qualities in others

CORPORATE GOVERNANCE

n

n

n

n

n

n

n

n

n

n

n

n

n

13

Supports our goals of strong Board and management accountability, transparency and protection of shareholder interests

FINANCIAL EXPERTISE/LITERACY

n

n

n

n

n

n

n

n

n

n

n

n

n

13

Assists directors in understanding and overseeing our financial reporting and internal controls

RISK OVERSIGHT/MANAGEMENT

n

n

n

n

n

n

n

n

n

n

n

n

n

13

Critical to the Board’s role in overseeing the risks facing the Company

AEROSPACE/DEFENSE INDUSTRY EXPERIENCE

n

n

n

n

4

Supports oversight of the Company’s business performance and strategic developments in our industry

INTERNATIONAL EXPERIENCE

n

n

n

n

n

n

n

n

n

n

n

n

n

13

For understanding our business and strategy

HUMAN CAPITAL STRATEGY/TALENT MANAGEMENT

n

n

n

n

n

n

n

n

n

n

n

n

n

13

Helps us attract, motivate and retain top candidates for positions at the Company

CYBER EXPERTISE

n

n

n

n

4

Supports our business in enhancing internal operations and navigating the rapidly changing landscape for cybersecurity

ENVIRONMENTAL SUSTAINABILITY/ CORPORATE RESPONSIBILITY

n

n

n

n

n

n

n

7

Strengthens the Board’s oversight and assures that strategic business imperatives and long term value creation are achieved consistent with our commitment to environmental sustainability and corporate responsibility

2022 Proxy Statement 15

Proposal 1: Election of Directors

2022 Nominees for Director

The following pages contain biographical and other information about each of the nominees. In addition, we have provided information regarding some of the particular experiences, qualifications, attributes and skills that led the Board to conclude that each nominee should serve as a director.

Unless instructed otherwise, the proxyholders will vote the proxies received by them “FOR” the election of the director nominees listed below.

Ms. Kathy J. Warden has served as Chair since August 2019 and as Chief Executive Officer and President of the Company since January 2019. She has served on the Board of Directors since July 2018. Prior to becoming CEO and President, Ms. Warden served as President and Chief Operating Officer of the Company from January 2018 through December 2018, as Corporate Vice President and President of the Company’s Mission Systems Sector from 2016 through 2017, as Corporate Vice President and President of the Company’s former Information Systems Sector from 2013 to 2015, and as Vice President of the Company’s Cyber Intelligence Division from 2011 to 2012. Prior to joining the Company in 2008, Ms. Warden held leadership roles at General Dynamics and Veridian Corporation. Earlier, she was a principal in a venture internet firm and also spent nearly a decade with General Electric Company working in commercial industries. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive experience in operational leadership, strategy, performance and business development in government and commercial markets, including cyber expertise •Prior leadership positions within Northrop Grumman (including as President, Chief Operating Officer and President of two business sectors) •Significant aerospace and defense industry experience OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Merck & Co., Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member and former Chair of the Aerospace Industries Association •Member of the Board of Directors of Catalyst •Former Chair of the Board of Directors of the Federal Reserve Bank of Richmond •Member of the Board of Visitors of James Madison University

Kathy J. Warden Chair, Chief Executive Officer and President, Northrop Grumman Corporation Age:50 Director since: July 2018

16 Northrop Grumman

Proposal 1: Election of Directors

Mr. David P. Abney served as the Executive Chairman of the UPS Board of Directors from March 2016 through September 2020. From September 2014 to June 2020, he was the Chief Executive Officer of UPS. Prior to that, Mr. Abney was UPS’s Chief Operating Officer from 2007 to 2014. From 2003 to 2007, he was Senior Vice President and President of UPS International. Mr. Abney began his UPS career in 1974. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive leadership and business experience as a former Executive Chairman, Chief Executive Officer and Chief Operating Officer of a large multinational enterprise •Significant expertise in international operations and global logistics •Broad experience with talent management and leading global teams •Significant board experience, including as non-executive chair OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Freeport-McMoRan Inc. •Member of the Board of Directors of Target Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Executive Chairman of the Board of Directors of UPS •Member of the Board of Directors of Johnson Controls International plc •Member of the Board of Directors of Macy's, Inc.

David P. Abney Former Executive Chairman of the Board of Directors and Chief Executive Officer of United Parcel Service, Inc. (UPS) Age: 66 Director since: June 2020 Committee membership: Compensation Committee, Policy Committee

Ms. Marianne C. Brown served as the Chief Operating Officer of Fidelity National Information Services, Inc.’s (FIS) Global Financial Solutions organization from January 2018 until June 2019. Prior to that, Ms. Brown served as Chief Operating Officer, Institutional and Wholesale Business of FIS since December 2015, when it acquired SunGard Financial Systems. Ms. Brown was the Chief Operating Officer of SunGard Financial Systems, a software and IT services provider, from February 2014 to November 2015. Prior to that, Ms. Brown was the CEO and president of Omgeo, a global financial services technology company, from March 2006 to February 2014. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Substantial business experience as a former Chief Operating Officer and Chief Executive Officer •Significant experience in IT goods and services, cyber protection and business management •Community and philanthropic leader OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Akamai Technologies, Inc. •Member of the Board of Directors of The Charles Schwab Corporation •Member of the Board of Directors of VMWare, Inc.

Marianne C. Brown Former Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc. Age: 63 Director since: March 2015 Committee membership: Audit and Risk Committee, Governance Committee

2022 Proxy Statement 17

Proposal 1: Election of Directors

Mr. Donald E. Felsinger is the former Chairman and Chief Executive Officer of Sempra Energy. From July 2011 through his retirement in November 2012, he served as Executive Chairman of the Board of Directors of Sempra Energy, and from February 2006 through June 2011, he was Sempra’s Chairman and CEO. Prior to that, Mr. Felsinger was President and Chief Operating Officer of Sempra Energy from January 2005 to February 2006 and a member of the Board of Directors. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive business experience as Chief Executive Officer, a board member and Chairman of other Fortune 500 companies in regulated industries •Significant experience in corporate governance and strategy, and as Lead Independent Director of a Fortune 250 company •In-depth knowledge of executive compensation and benefits OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Lead Independent Director of the Board of Directors of Archer-Daniels-Midland FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Gannett Co., Inc.

Donald E. Felsinger Former Chairman and Chief Executive Officer, Sempra Energy Age:74 Director since: February 2007 Committee membership: Compensation Committee, Governance Committee

Ms. Ann M. Fudge served as Chairman and Chief Executive Officer of Young & Rubicam Brands at WPP Group PLC from May 2003 to December 2006. Prior to that, she served in various leadership positions at Kraft Foods from 1986 to 2001, including President of Beverages, Desserts and Post Divisions, and President of Maxwell House Coffee and Kraft General Foods. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive business experience as former Chief Executive Officer and former president of leading consumer products business units •Substantial international experience through service as an executive and director of a large multinational company and a director of other large multinational companies •Significant public company board experience •Experience with talent development and acquisition OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Catalyst Partners Acquisition Corp. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Chair of the Board of Trustees of WGBH Public Media •Senior trustee of the Brookings Institution FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Novartis AG •Member of the Board of Directors of Unilever

Ann M. Fudge Former Chairman and Chief Executive Officer, Young & Rubicam Brands Age:70 Director since: March 2016 Committee membership: Audit and Risk Committee, Governance Committee

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Proposal 1: Election of Directors

Mr. William H. Hernandez served as Senior Vice President, Finance, and Chief Financial Officer of PPG Industries, Inc. (PPG), from 1995 until his retirement in 2009. Prior to that, he was PPG’s corporate controller from 1990 to 1994. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive experience and expertise in areas of finance, accounting and business management acquired as Chief Financial Officer of PPG Industries •Significant experience in areas of risk management •Audit committee financial expert FORMER PUBLIC COMPANY DIRECTORSHIPS WITHIN THE LAST FIVE YEARS •Member of the Board of Directors of Albemarle Corporation •Member of the Board of Directors of Black Box Corporation •Member of the Board of Directors of USG Corporation

William H. Hernandez Former Senior Vice President and Chief Financial Officer, PPG Industries, Inc. Age:74 Director since: September 2013 Committee membership: Audit and Risk Committee (Chair), Policy Committee

Ms. Madeleine A. Kleiner served as Executive Vice President, General Counsel and Corporate Secretary for Hilton Hotels Corporation from January 2001 until February 2008. From 1999 through 2001, she served as a director of a number of Merrill Lynch mutual funds operating under the Hotchkis and Wiley name. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Expertise in corporate governance, Sarbanes-Oxley controls, risk management, securities transactions and mergers and acquisitions •Significant experience from past roles as general counsel for two public companies, outside counsel to numerous public companies and through service on another public company board OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Jack in the Box Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of the Ladies Professional Golf Association

Madeleine A. Kleiner Former Executive Vice President and General Counsel, Hilton Hotels Corporation Age:70 Director since: October 2008 Committee membership: Compensation Committee, Governance Committee (Chair)

2022 Proxy Statement 19

Proposal 1: Election of Directors

Mr. Karl J. Krapek served as President and Chief Operating Officer of United Technologies Corporation from 1999 until his retirement in January 2002. At United Technologies Corporation, he served for 20 years in various leadership positions. In 2002, Mr. Krapek became a co-founder of The Keystone Companies, which develops residential and commercial real estate. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive industry experience and leadership skills •Deep operational experience in aerospace and defense, domestic and international business operations and technology and lean manufacturing •Significant public company board experience, including serving as Lead Independent Director for two public companies OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Prudential Financial, Inc. •Member of the Board of Directors of American Virtual Cloud Technologies, Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of Trinity Health of New England

Karl J. Krapek Former President and Chief Operating Officer, United Technologies Corporation Age:73 Director since: September 2008 Committee membership: Compensation Committee, Governance Committee

Mr. Graham N. Robinson has served as Senior Vice President & President of STANLEY Industrial, a business segment of Stanley Black & Decker, Inc., since April 2020. Prior to joining Stanley Black & Decker, Mr. Robinson served as an executive with Honeywell for seven years, including roles as President of Honeywell Industrial Safety from 2018 to 2020, President of Honeywell Sensing and Internet of Things from 2016 to 2018, and Chief Marketing Officer of Honeywell’s Automation and Controls Solution division from 2014 to 2016. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Broad industrial and technical experience, including his current and former roles as President of divisions of large public companies •Significant international experience as an executive of large multinational companies •Extensive senior leadership skills SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of the Connecticut Business & Industry Association •Member of the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation

Graham N. Robinson Senior Vice President, Stanley Black & Decker, Inc., and President of STANLEY Industrial Age:53 Director since: August 2021 Committee membership: Audit and Risk Committee, Policy Committee

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Proposal 1: Election of Directors

Admiral Gary Roughead retired from his position as the 29th Chief of Naval Operations in September 2011, after serving in that position for four years. The Chief of Naval Operations is the senior military position in the United States Navy. As Chief of Naval Operations, Admiral Roughead stabilized and accelerated ship and aircraft procurement plans and the Navy’s capability and capacity in ballistic missile defense and unmanned air and underwater systems. He restructured the Navy to address the challenges and opportunities in cyber operations. Prior to becoming the Chief of Naval Operations, he held six operational commands (including commanding both the Atlantic and Pacific Fleets). Admiral Roughead is a Robert and Marion Oster Distinguished Military Fellow at the Hoover Institution. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive career as a senior military officer with the United States Navy, including numerous operational commands, as well as leadership positions, most recently as the 29th Chief of Naval Operations •Significant expertise in national security, information warfare, cyber operations and global security issues •Broad experience in leadership and matters of global relations, particularly in the Pacific region, Europe and the Middle East •Experience with talent development and management SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of Maersk Line, Limited •Chairman of the Board of Directors of Fincantieri Marinette Marine Corporation •Trustee of the Dodge and Cox Funds •Trustee of Johns Hopkins University •Member of the Board of Managers of the Johns Hopkins University Applied Physics Laboratory

Gary Roughead Admiral, United States Navy (Ret.) and Former Chief of Naval Operations Age: 70 Director since: February 2012 Committee membership: Compensation Committee, Policy Committee (Chair)

Mr. Thomas M. Schoewe was Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. from 2000 to 2011. Prior to his employment with Wal-Mart, he held several leadership roles at the Black & Decker Corporation. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive financial experience acquired through positions held as the Chief Financial Officer of large public companies, as well as expertise in Sarbanes-Oxley controls, risk management and mergers and acquisitions •Significant international experience through his service as an executive of large public companies with substantial international operations •Experience at Wal-Mart and Black & Decker on large-scale transformational enterprise information technology •Extensive experience as a member of the audit, risk, compensation and policy committees of other public companies OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of General Motors Corporation •Member of the Board of Directors of KKR & Co. Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of the Ladies Professional Golf Association

Thomas M. Schoewe Former Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc. Age: 69 Director since: August 2011 Committee membership: Compensation Committee (Chair), Policy Committee

2022 Proxy Statement 21

Proposal 1: Election of Directors

Mr. James S. Turley served as Chairman and Chief Executive Officer of Ernst & Young from 2001 until his retirement in 2013. Mr. Turley joined Ernst & Young in 1977 and held various positions there. He was named Deputy Chairman in 2000. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive experience and expertise in areas of finance, accounting and business management acquired over 36-year career at Ernst & Young, including serving as Chairman and Chief Executive Officer of Ernst & Young •Significant experience in areas of risk management •Extensive experience as a member of the audit committee of other public companies •Audit committee financial expert OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS •Member of the Board of Directors of Citigroup •Independent Chair of the Board of Directors of Emerson Electric Company •Member of the Board of Directors of Precigen, Inc. SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Directors of the Boy Scouts of America •Member of the Board of Directors of Kohler Co. •Member of the Board of Directors of St. Louis Trust Company •Non-Executive Chair of Sita Capital Partners LLP

James S. Turley Former Chairman and Chief Executive Officer, Ernst & Young Age: 66 Director since: February 2015 Committee membership: Audit and Risk Committee, Governance Committee

General Mark A. Welsh III has been the Dean of the Bush School of Government and Public Service at Texas A&M University since August 2016. Prior to his current position, General Welsh served as Chief of Staff of the United States Air Force, the senior uniformed Air Force officer responsible for the organization, training and equipping of active duty, Guard, Reserve and civilian forces serving in the United States and overseas. During his long career, General Welsh also served as a member of the Joint Chiefs of Staff, Commander of the United States Air Forces in Europe and Commander of NATO’s Air Command, Associate Director for Military Affairs at the Central Intelligence Agency and Commandant of the United States Air Force Academy. ATTRIBUTES, SKILLS AND QUALIFICATIONS •Extensive career as a senior military officer and member of the Joint Chiefs of Staff, having held leadership positions at the highest levels of the United States Air Force •Extensive experience and in-depth knowledge of issues related to global security and the intelligence community •Broad leadership experience and international experience, particularly in Europe •Experience with talent development and management SELECTED DIRECTORSHIPS AND MEMBERSHIPS •Member of the Board of Managers of Peak NanoSystems, LLC

Mark A. Welsh III Dean of the Bush School of Government and Public Service, Texas A&M University; General, United States Air Force (Ret.); Former Chief of Staff, United States Air Force Age: 68 Director since: December 2016 Committee membership: Audit and Risk Committee, Policy Committee

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Proposal 1: Election of Directors

Director Nomination Process

Assessment of Board Composition

The Governance Committee actively considers the composition and diversity of the Board to ensure it is well positioned to serve the best interests of the Company and its shareholders. The Governance Committee regularly assesses what skills, experiences and other attributes can best contribute to the effective operation of the Board, particularly in light of the changing environment and evolving needs of the Company. The Committee also seeks to balance experience and new perspectives. The Governance Committee identifies director candidates from a wide range of sources and often employs a third-party search firm to assist in the process.

Board Changes since 2015	Diversity of newly added Directors	Skills of newly added Directors
7 new directors have been added to the Board	2 new directors are racially/ ethnically diverse		senior leadership expertise
5 directors have left the Board	3 new directors are female		operations and logistics
For more details on our Board’s robust self-evaluation process, see page 41.			senior military experience
			cyber expertise

AVERAGE AGE 66.6 YEARS n2 50's n5 60's n6 70's	AVERAGE TENURE 7.9 YEARS n4 <5 years n4 6-10 years n5 >10 years
GENDER 4/13 n4Female n9Male	RACIAL/ ETHNIC DIVERSITY 3/13 n3 Racially/Ethnically Diverse n10 White/Caucasian
INDEPENDENT 12/13 n12 Independent n1 Non-Independent

Retirement Policy

We have a retirement policy whereby a director will retire at the annual meeting following his or her 75th birthday, unless the Board determines, based on special circumstances, that it is in the Company’s best interest to request that the director serve beyond such date.

2022 Proxy Statement 23

Proposal 1: Election of Directors

Identification and Consideration of New Nominees

1	ESTABLISH NOMINEE CRITERIA	The Governance Committee is responsible for establishing the criteria for Board membership. In nominating directors, the Governance Committee bears in mind that the foremost responsibility of a director is to represent the long-term interests of our shareholders as a whole.
2	REVIEW OF CANDIDATE’S HISTORY	The activities and associations of candidates are reviewed for any legal impediment, conflict of interest or other consideration that might prevent or interfere with service on our Board.
3	CANDIDATE EVALUATION	In evaluating candidates, the Governance Committee considers: •the personal integrity and the professional reputation of the individual; •the education, professional background and particular skills and experience most beneficial to service on our Board; •how the nominee brings diversity, experience and skills valuable to the Company and Board at the time; and •whether a director candidate is willing to submit to and obtain a background check necessary for obtaining and retaining the required top secret security clearance. The Governance Committee evaluates potential director candidates on the basis of the candidate’s background, qualifications and experience. The Governance Committee carefully considers whether each potential candidate would be able to fulfill his or her duties to the Company consistent with Delaware law and the Company’s governing documents, including the Principles of Corporate Governance and security requirements.
4	RECOMMENDATION FOR ELECTION	The Governance Committee recommends to the full Board nominees for election.

Commitment to Diversity

In evaluating director candidates, the Governance Committee aims to foster broad diversity of thought and perspective on our Board. The Governance Committee seeks to ensure diversity, including in race and gender, as well as in professional experience, education, skill and other qualities that contribute to our Board and the long-term interests of our Company and our shareholders.

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Proposal 1: Election of Directors

Shareholder Nominations

Shareholders may recommend director candidates for consideration by the Governance Committee pursuant to our Principles of Corporate Governance. The Governance Committee considers such director candidates recommended by shareholders similarly to other potential director candidates brought to the attention of the Governance Committee. Shareholder recommendations for director candidates under our Principles of Corporate Governance must be addressed to the Governance Committee in care of the Corporate Secretary. In addition, and as discussed immediately below, shareholders may also directly nominate director candidates in accordance with our Bylaws.

Proxy Access

In 2015, the Board amended our Bylaws explicitly to provide our shareholders the right to nominate directors through access to our proxy materials. The Board did so consistent with and to reflect shareholder input. Under the Company’s proxy access bylaws, a shareholder, or a group of up to 20 shareholders, that has maintained continuous ownership of 3% or more of the Company’s outstanding common stock for at least three years may include in the Company’s proxy materials director nominees constituting up to the greater of two nominees or nominees constituting 20% of the number of directors in office. Director nominees may receive compensation from third parties for their candidacy, up to the total annual compensation paid to directors of the Company, as well as reimbursement for reasonable expenses, provided there is full disclosure of such compensation. Under the Company’s bylaw provisions, directors are treated similarly, whether nominated through proxy access or otherwise, and held to the same high fiduciary standards to serve all shareholders.

The Company’s Bylaws provide our shareholders with broad and meaningful access to the Company’s proxy materials while enhancing transparency, protecting the interests of all shareholders and ensuring good governance. The terms of the Company’s proxy access bylaw provisions are also broadly consistent with the terms of proxy access bylaws adopted by other Fortune 500 companies, reflecting best practices.

Director Election Process

Our Bylaws and Certificate of Incorporation provide for the annual election of directors. Each director will hold office until the next annual meeting of shareholders or until his or her earlier resignation or removal. Generally, in order to be elected, a director must receive more votes cast “for” than “against” his or her election, unless one or more shareholders provide notice of an intention to nominate one or more candidates to compete with the Board’s nominees for election in accordance with the procedures set forth in the Company’s corporate governance documents.

Effect of Failure to Obtain and Retain Security Clearance or Receive the Required Vote

Each director is required to tender a resignation in the event of and effective upon the failure to obtain top secret security clearance within 12 months of election or appointment to the Board, or the failure to retain a top secret security clearance once obtained. If an incumbent director fails to obtain and retain a top secret security clearance, the Governance Committee will consider whether the Board should accept the director’s resignation and will submit a recommendation for prompt consideration by the Board. In addition, each director is required to tender a resignation in the event of and effective upon the failure to receive the required vote at any future meeting at which such director faces re-election. The Governance Committee and the Board will consider relevant facts in deciding whether to accept a resignation, including, without limitation, any harm to our Company that may result from accepting the resignation.

2022 Proxy Statement 25

Corporate Governance

Overview

We are committed to maintaining high standards of corporate governance, reflecting on our values and promoting long-term, profitable growth. With strong oversight from the Board, our corporate governance regime is intended to promote the long-term success of our Company to benefit our shareholders, employees, customers, partners and communities.

Our Company has adopted the following pillars which underlie our strong corporate governance and responsible business practices.

	Values		Principles of Corporate Governance		Standards of Business Conduct
Our values provide the foundation for our culture and success: •We Do The Right Thing - we earn trust, act with ethics, integrity and transparency, treat everyone with respect, value diversity and foster safe and inclusive environments; •We Do What We Promise - we own the delivery of results, focused on quality outcomes; •We Commit To Shared Success -we work together to focus on the mission and take accountability for the sustainable success of our people, customers, shareholders, suppliers and communities; and •We Pioneer - with fierce curiosity, dedication and innovation, we seek to solve the world’s most challenging problems.		Our Principles of Corporate Governance outline the role and responsibilities of our Board and the high standards our directors maintain. They set forth additional independence requirements for our directors and provide guidelines for Board leadership and Board and Committee membership, among other items. The Board reviews these principles at least annually and considers opportunities for improvement and modification. Our Principles of Corporate Governance are available at investor.northropgrumman.com/principles-corporate-governance.		Our Standards of Business Conduct reflect and reinforce our commitment to our core values. They apply to our directors, officers and employees. We also require our suppliers to meet similar standards through our Standards of Business Conduct for Suppliers and Other Trading Partners. Our Standards of Business Conduct and our Standards of Business Conduct for Suppliers and Other Trading Partners are available at www.northropgrumman.com/corporate-responsibility/ethics-and-business-conduct/standards-of-business-conduct/.

Among other things, our Standards of Business Conduct:

•require high ethical standards in all aspects of our business;

•require strict adherence to all applicable laws and regulations;

•reflect our commitment to maintaining a culture that values and promotes diversity, equity and inclusion;

•reinforce our commitment to being a responsible corporate citizen;

•reflect our commitment to our work environment and the global communities where we live, work and serve;

•reflect our broad and deep commitment to sustainability, including especially our people and environmental responsibility;

•require a focus on performance and the consistent production of quality results;

•reflect our commitment to the safety of our people and products; and

•call upon all employees to raise any questions or issues of concern (including on an anonymous basis).

We report amendments to provisions of our Standards of Business Conduct on our website.

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Corporate Governance

Role of the Board and Key Areas of Board Oversight

The primary responsibility of our Board is to foster the long-term success of the Company, promoting the interests of our shareholders. Our directors exercise their business judgment in a manner they reasonably believe to be in the best interests of the Company and our shareholders and in a manner consistent with their fiduciary responsibilities. The role of the Board includes, but is not limited to, the following:

	Strategy and Risk		Culture and Human Capital		Governance
Oversee our long-term business strategies, operations and performance ______ Review and approve significant corporate actions ______ Oversee management of each of our major risks and the enterprise risk management processes overall ______ Oversee effective management of cyber and other security risks		Ensure a strong culture ______ Oversee human capital strategy ______ Execute robust succession planning, including selecting the Chief Executive Officer, and electing officers of the Company ______ Oversee our diversity, equity and inclusion programs ______ Review and approve executive compensation		Ensure an effective corporate governance practice ______ Oversee our ethics and compliance programs ______ Review and enhance Board performance ______ Elect directors to fill vacant positions between Annual Meetings ______ Oversee our commitment to ESG/sustainability ______ Provide advice to management

2022 Proxy Statement 27

Corporate Governance

Risk Oversight

As noted above, the Board is responsible for overseeing our enterprise risk management activities, among other duties. Each of our Board committees assists the Board in this role.

BOARD OF DIRECTORS
•The full Board has ultimate responsibility for the oversight of risk, and receives updates from each of the committees, as well as periodic reports from management addressing various risks, including those related to financial and other performance, cybersecurity, climate, human capital and culture. •The Board and its Committees provide oversight of the Company’s risk management processes, including the Enterprise Risk Management Council (ERMC).
AUDIT AND RISK COMMITTEE	COMPENSATION COMMITTEE
•Focuses on risks tied most directly to our financial performance, and those related to natural disasters and security, including cybersecurity. •Responsible for assisting the Board in its oversight of enterprise risk management overall. •Receives multiple regular reports, including (1)from the Chief Financial Officer and members of the Finance Department addressing the nature of the material financial risks the Company faces and how the Company responds to and mitigates these risks; (2)from our Controller and Chief Accounting Officer, on our internal controls and SEC filings; (3)from our Vice President, Internal Audit addressing the internal audits; (4)from our independent auditors on their review of our internal controls over financial reporting; (5)from our General Counsel on legal and other compliance risks and how the Company is addressing and mitigating those risks; (6)from our Chief Compliance Officer on the Company’s compliance program overall; (7)from the Vice President, Global Corporate Responsibility on matters communicated through the Company’s OpenLine; (8)from the Company’s Vice President and Chief Information Security Officer addressing information security and cybersecurity matters, at least four times a year; and (9)from the Company’s Treasurer, addressing the Company’s insurance program, including coverage with respect to property and casualty, information security and cybersecurity, among others.	•Reviews at least annually a risk assessment of the Company’s compensation programs and, together with its independent compensation consultant, evaluates the mix of at-risk compensation linked to stock appreciation. •Reviews the Company’s diversity, equity and inclusion program and oversees management of the Company's human capital risk.
	POLICY COMMITTEE
	•Assists the Board in identifying and evaluating global security, political, budgetary and technological issues and trends that could impact the Company’s business. •Reviews the Company’s external relations and receives regular reports from the Vice President, Global Corporate Responsibility on the Company’s ethics and corporate responsibility programs. •Reviews and oversees the Company’s commitment to environmental sustainability, climate change and human rights.
	GOVERNANCE COMMITTEE
	•Regularly reviews the Company’s policies and practices on issues of corporate governance, and considers issues of succession and composition of the Board, recommending proposed changes to the full Board for approval. •Oversees and reviews the Company’s management of its governance-related risks, including risks related to corporate culture. •Oversees the roles and responsibilities of the Committees and Committee assignments.
ENTERPRISE RISK MANAGEMENT COUNCIL (ERMC)
•The ERMC is comprised of all members of the Executive Leadership Team, the Chief Accounting Officer, Chief Compliance Officer, Corporate Secretary, Chief Sustainability Officer, Vice President, Internal Audit and Treasurer; meets at least twice per year. •The Chief Technology Officer and Vice President, Supply Chain also attend each ERMC meeting. •The ERMC seeks to ensure that the Company has identified the most significant risks and implemented effective mitigation plans for each. •The General Counsel and Chief Financial Officer provide an update at least annually to the Audit and Risk Committee on the deliberations of the ERMC and significant areas of concern.

28 Northrop Grumman

Corporate Governance

Board Leadership Structure

Chair of the Board

Our Bylaws provide that our directors will designate a Chair of the Board from among its members. The Chair presides at all Board and shareholder meetings. The Chair interacts directly with all members of the Board and assists the Board to fulfill its responsibilities. As the Principles of Corporate Governance provide, the Board believes it is in the best interests of the Company and the shareholders for the Board to have flexibility to determine the best director to serve as Chair of the Board at the time, based on consideration of all relevant factors.

At least once every year, the Board considers who will best serve as Chair and whether that person should be an independent director given the environment and needs of the Company. The Board has concluded that having Ms. Warden, our Chief Executive Officer, serve as Chair is the most appropriate leadership structure for the Company at this time, and best positions the Company to be innovative, compete successfully, present one face to our customers and advance shareholder interests in today’s environment. The Board believes that Ms. Warden’s deep understanding of the Company’s business, day-to-day operations, growth opportunities, challenges and risk management practices gained through various leadership positions enables her to provide strong and effective leadership to the Board and to ensure that the Board is informed of important issues facing the Company. The Board consists entirely of independent directors, other than Ms. Warden, and continues to exercise a strong, independent oversight function, with fully independent Board Committees and a strong Lead Independent Director with clearly articulated responsibilities. The Board will continue to review and discuss the leadership structure of the Board and determine the leadership structure, including the Chair, that best meets the needs of the Company.

Lead Independent Director

If the Chair is not independent, the independent directors will designate annually from among them a Lead Independent Director. Following our 2021 Annual Meeting, the independent directors designated Mr. Felsinger as Lead Independent Director.

Our Principles of Corporate Governance set forth specific duties and responsibilities of the Lead Independent Director, which include the following:

•preside at meetings of the Board at which the Chair is not present, including executive sessions of the independent directors, and advise the Chair and CEO on decisions reached and suggestions made;

•advise the Chair on and approve meeting agendas and information sent to the Board;

•advise the Chair on and approve the schedule of Board meetings, assuring there is sufficient time for discussion of all agenda items;

•provide the Chair with input as to the preparation of Board and committee meeting agendas, taking into account the requests of the other Board and committee members;

•interview, along with the Chair and the Chair of the Governance Committee, Board candidates and make recommendations to the Governance Committee and the Board;

•call meetings of the independent directors;

•support and facilitate engagement between the Chair and the independent directors; and

•if requested by major shareholders, ensure that he or she is available for consultation and direct communication.

Our Lead Independent Director plays a critical role in reviewing director feedback received through the annual director evaluation process and providing feedback to each director on their individual performance. Our Lead Independent Director is empowered to and does actively engage with our Chair and Chief Executive Officer to help enable a strong and effective Board of Directors.

2022 Proxy Statement 29

Corporate Governance

Committees of the Board

The Board has four standing committees: the Audit and Risk Committee, the Compensation Committee, the Governance Committee and the Policy Committee. The membership of these committees is typically determined at the organizational meeting of the Board held in conjunction with the annual meeting. All the committees are composed entirely of independent directors. The primary responsibilities of each of the committees, as of the date of this Proxy Statement, are summarized below, together with a table listing the current membership and Chair of each committee. The charters for each standing committee can be found on the Investor Relations section of our website (www.northropgrumman.com).

	ROLES AND RESPONSIBILITIES Assist the Board in overseeing the Company’s financial and enterprise-related risk activities, including by: •reviewing and discussing the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q •reviewing and discussing management's assessment of, and report on, the effectiveness of the Company's internal control over financial reporting at least annually and independent auditor's related report •assisting the Board in its oversight of enterprise risk management (including through the different board committees), including reviewing at least annually the overall risk management process at the Company level •appointing, retaining, overseeing, evaluating and terminating, if necessary, the independent auditor •reviewing and pre-approving audit and permitted non-audit services and related fees for the independent auditor •reviewing and discussing with the independent auditor any critical audit matters identified by the independent auditor, the Company’s critical accounting policies, and material written communications with management •reviewing with the General Counsel, at least annually, the status of significant pending litigation and various other significant legal, compliance or regulatory matters •reviewing with the Chief Compliance Officer, at least annually, the Company’s compliance program, and implementation of global compliance policies, practices and programs •providing oversight and reviewing periodically the Company’s management of its financial risks, as well as the Company’s management of its risks related to cybersecurity, insurance, supplier, nuclear, natural and environmental matters •reviewing any significant issues raised by the internal audit function and, as appropriate, management’s actions for remediation
Audit and Risk Committee COMMITTEE MEMBERS: William H. Hernandez* (chair) Marianne C. Brown Ann M. Fudge Graham N. Robinson James S. Turley* Mark A. Welsh III Number of meetings in 2021: 8
*  Qualifies as Audit Committee Financial Expert; all members are financially literate.

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Corporate Governance

ROLES AND RESPONSIBILITIES Assist the Board in overseeing the Company’s compensation policies and practices, including by: •overseeing and reviewing at least annually a risk assessment of the Company’s compensation plans •approving the compensation for elected officers (other than the Chief Executive Officer, whose compensation is recommended by the Committee and approved by all the independent directors) •monitoring the administration of incentive and equity compensation plans, approving financial and non-financial metrics, and approving payments or grants under these plans for elected officers (other than the Chief Executive Officer, whose payments or grants are recommended by the Committee and approved by all the independent directors) •recommending for approval compensation for the non-employee directors, after consultation with the independent compensation consultant •overseeing and reviewing the Company’s management of its human capital risk •reviewing and monitoring the Company’s diversity, equity and inclusion programs •conducting an annual evaluation of the compensation consultant and reporting results of the evaluation to the Board •producing an annual report on executive compensation for inclusion in the Proxy Statement •establishing stock ownership guidelines and reviewing ownership levels on an annual basis

Compensation Committee COMMITTEE MEMBERS: Thomas M. Schoewe (chair) David P. Abney Donald E. Felsinger Madeleine A. Kleiner Karl J. Krapek Gary Roughead Number of meetings in 2021: 5

Compensation Committee Interlocks and Insider Participation

During 2021, Ms. Brown, Ms. Kleiner and Messrs. Abney, Felsinger, Gordon, Krapek, Roughead and Schoewe served as members of the Compensation Committee. During 2021, no member of the Compensation Committee had a relationship with the Company or any of our subsidiaries, other than as directors and shareholders, and no member was an officer or employee of the Company or any of our subsidiaries, a participant in a related person transaction or an executive officer of another entity, where one of our executive officers serves on the board of directors that would constitute a related person transaction or raise concerns of a Compensation Committee interlock.

2022 Proxy Statement 31

Corporate Governance

ROLES AND RESPONSIBILITIES Assist the Board in overseeing the Company’s corporate governance practices, including by: •overseeing and reviewing the Company’s management of governance-related risks, including the risks related to corporate culture •regularly reviewing the Company’s corporate governance policies and practices, including the Company’s Bylaws and other corporate documents •regularly reviewing and considering corporate governance developments, emerging trends and best practices and recommending changes to the Board •reviewing and making recommendations to the Board with respect to the corporate governance section of the proxy statement, including proposed responses to shareholder proposals •meeting with shareholders and proxy advisory groups, as needed, to discuss issues of corporate governance •regularly reviewing and making recommendations to the Board regarding the composition and size of the Board and the criteria for Board membership, which should include, among other things, diversity, experience and integrity •providing effective board succession planning, identifying and recommending to the Board qualified potential candidates to serve on the Board and its committees and, if applicable, meeting with proxy access nominees nominated through the Company’s proxy access bylaw provision •reviewing and determining whether a director’s service on another board or elsewhere is likely to interfere with the director’s duties and responsibilities as a member of the Board •reviewing and recommending board, director and committee evaluation processes and coordinating the process for the Board to evaluate its performance

Governance Committee COMMITTEE MEMBERS: Madeleine A. Kleiner (chair) Marianne C. Brown Donald E. Felsinger Ann M. Fudge Karl J. Krapek James S. Turley Number of meetings in 2021: 5

ROLES AND RESPONSIBILITIES Assist the Board in overseeing policy, government relations and corporate responsibility, including by: •identifying and evaluating global security, political, budgetary, technological and other issues and trends that could impact the Company’s business activities and performance •reviewing and providing oversight of the Company’s programs regarding environmental sustainability, climate change, human rights, and health and safety •reviewing and providing oversight over the Company’s ethics and corporate social responsibility policies and programs •reviewing the Company’s public relations strategy •reviewing and monitoring the Company’s government relations strategy and political action committee policies •reviewing the Company’s community relations and charitable activities

Policy Committee COMMITTEE MEMBERS: Gary Roughead (chair) David P. Abney William H. Hernandez Graham N. Robinson Thomas M. Schoewe Mark A. Welsh III Number of meetings in 2021: 4

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Corporate Governance

Board Meetings and Executive Sessions

The Board meets no fewer than nine times each year (including via telephonic meetings). Special meetings of the Board may be called from time to time as appropriate. On an annual basis, the Board holds an extended meeting to review our long-term strategy.

The Board often holds its meetings at Company locations other than our corporate headquarters to provide the directors with a first-hand view of different elements of our business and an opportunity to interact with local management and employees at various levels.

The Board meets in executive session (with the directors only and then with the independent directors only) following each in-person Board meeting and on other occasions as needed. The Lead Independent Director presides over the executive sessions of the independent directors. The Audit and Risk Committee meets in executive session at least five times each year, and regularly requests separate executive sessions with representatives of our independent auditor and our senior management, including our Chief Financial Officer, General Counsel and our Vice President, Internal Audit. The Compensation Committee also meets in executive session from time to time and regularly receives a report from the Compensation Committee’s independent compensation consultant. The Governance and Policy Committees also meet in executive session as they deem necessary.

Meeting Attendance

98% AVERAGE ATTENDANCE In 2021, the Board held 10 meetings. Each incumbent director serving in 2021 attended 95% or more of the total number of Board and committee meetings he or she was eligible to attend. On average, each meeting averaged 98% of directors attending the meeting. 100% SHAREHOLDER MEETING ATTENDANCE Board members are expected to attend each annual meeting, except where the failure to attend is due to unavoidable circumstances. All of our then-serving directors who were nominees for election attended the 2021 Annual Meeting.

2022 Proxy Statement 33

Corporate Governance

Director Independence

The Board and the Governance Committee annually review the relevant relationships or arrangements between the Company and our directors or parties related to the directors in determining whether such directors are independent. No director is considered independent unless the Board has determined that the director meets the independence requirements under applicable New York Stock Exchange (NYSE) and SEC rules and under our categorical independence standards, which are described in our Principles of Corporate Governance. For a director to be considered independent, the Board must determine that a director has no material relationship with the Company other than as a director.

Our Principles of Corporate Governance provide that a director may be found not to qualify as an independent director if the director:

•has within the prior three years been a director, executive officer or trustee of a charitable organization that received annual contributions from the Company exceeding the greater of $1 million or 2% of the charitable organization’s annual gross revenues, where the gifts were not normal matching charitable gifts, did not go through normal corporate charitable donation approval processes or were made “on behalf of” a director;

•has, or has an immediate family member who has, within the prior three years been employed by, a partner in or otherwise affiliated with any law firm or investment bank in which the director’s or the immediate family member’s compensation was contingent on the services performed for the Company or in which the director or the immediate family member personally performed services for the Company and the annual fees paid by the Company during the preceding fiscal year exceeded the greater of $1 million or 2% of the gross annual revenues of such firm; or

•has, or has an immediate family member who has, within the prior three years owned, either directly or indirectly as a partner, shareholder or officer of another company, more than 5% of the equity of an organization that has a material business relationship with (including significant purchasers of goods or services), or more than 5% ownership in, the Company.

Independence Determination

In connection with their annual independence review, the Board and Governance Committee considered the following relationships with organizations to which we have made payments or from which we have received payments in the usual course of our business in 2021.

•Ms. Brown’s service as a member of the Board of Directors of VMWare;

•Ms. Fudge’s service as a trustee of the Brookings Institution;

•Mr. Robinson’s service as Senior Vice President, Stanley Black & Decker, Inc. and President of Stanley Industrial;

•Admiral Roughead’s service as a member of the Board of Directors of Maersk Line, Limited, a trustee of Johns Hopkins University and a member of the Board of Managers of Johns Hopkins University Applied Physics Laboratory;

•Mr. Schoewe’s service as a member of the Board of Directors of General Motors; and

•Mr. Turley’s service as a member of the Board of Directors of Citigroup.

The Board of Directors considered that Ms. Fudge, Admiral Roughead and Mr. Turley served as members of the boards of organizations to which the Company made contributions during 2021 in the usual course of our charitable contributions program, as well as in connection with our matching gifts program (which limits the contributions to $10,000 per year per director). The amounts paid were below the applicable thresholds under NYSE rules and our Principles of Corporate Governance.

Following its review and the recommendation of the Governance Committee, the Board affirmatively determined that all of the directors, except Ms. Warden, are independent. The independent directors constitute approximately 92% of the members of our Board. The Board previously determined that Bruce S. Gordon, who served as a director until his retirement from the Board effective the date of the 2021 Annual Meeting, was independent during the time he was a director.

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Corporate Governance

Our Culture

Our strong culture — founded on our values; reflecting our commitment to ethics, integrity, inclusion and respect; and focused on enduring performance, innovation, agility and accountability — enables our success and long-term sustainable growth. Culture is critical to who we are and how we do business. In 2020, we restated the values that guide our Company and provide the foundation for our culture. Our culture is critical to our ability to do business, to attract and retain talent, to perform, to earn trust, to serve our customers and to deliver long-term value for our shareholders. We all have a shared responsibility to maintain and enhance it.

Our culture is reflected in our commitment to corporate responsibility and sustainability. We are proud of our long-standing advancement of diversity, equity and inclusion, our service to our communities and the progress we have driven across all aspects of sustainability. Corporate responsibility and sustainability are critical to our business and long-term value creation for our shareholders, customers, employees and suppliers, and the communities we serve.

Management establishes and reinforces the Company’s culture, and our Board is actively engaged in providing oversight. The Board is committed to sustaining and enhancing the Company’s strong culture with an engaged, diverse and inclusive workforce. For example:

•The Company conducts an annual employee engagement survey, which gives our employees the opportunity to provide feedback on our Company culture and the environment that enables their success. This survey is managed by a third-party vendor to encourage candor and solicit feedback on many aspects of engagement, including how our employees perceive Company leadership, and issues of accountability, inclusion and career development. The results of this survey are reported to and discussed with the full Board annually.

•The Board meets regularly with employees at all levels to reaffirm the health of our culture. The Board meets with employees during site visits that are a critical part of Board meetings, and also during “Sector Days,” when our directors visit the operations across four business sectors without members of senior leadership present.

•Members of our Board often share their time by generously participating as speakers in Company leadership programs.

The Board's Committees oversee elements of the Company's culture associated with their respective area of responsibility.

•The Audit and Risk Committee reviews and discusses the Company's global compliance programs with our General Counsel and Chief Compliance Officer, including the tone set by leaders throughout the organization, and they meet quarterly with our Vice President, Global Corporate Responsibility to receive a report on matters that are communicated through the OpenLine reporting system.

•The Compensation Committee reviews with the Chief Human Resources Officer the Company's human capital management, monitors policies and practices with respect to diversity, equity and inclusion, and reviews a risk assessment of the Company's compensation programs.

•The Governance Committee provides the Board oversight of the Company's corporate culture and governance-related risks.

•The Policy Committee receives at least annually a report from our Vice President, Global Corporate Responsibility regarding our ethics and corporate responsibility programs, including our Standards of Business Conduct, and reviews and monitors practices with respect to sustainability and environmental matters, human rights, health and safety, and charitable organizations.

Sustainability

Our strong environmental, social and governance (ESG) programs and practices reflect and build on our culture. They also help us attract and retain the best talent, perform for our customers, serve as responsible corporate citizens in the communities where we live and operate and create long-term value for our stakeholders.

Our annual Sustainability Report provides our stakeholders with detailed information on various ESG programs, goals and achievements. The report, our ESG Performance Data Matrix and other ESG-related disclosures are available at www.northropgrumman.com/corporate-responsibility/sustainability-reports-and-esg-information/. Also available on that website is the report we recently published that includes ESG disclosures aligned with the Task Force on Climate-related Financial Disclosures (TCFD).

2022 Proxy Statement 35

Corporate Governance

Environmental

We are proud of our long-standing commitment to environmental stewardship, and our record of setting and achieving robust goals, most recently in 2020. We have reduced our greenhouse gas emissions by more than 44% since 2010. We have decreased our potable water use by more than 20% over the last seven years. With our focus on materials efficiency, we have diverted almost 70% of our solid waste away from landfill disposal. We have also made great strides towards environmental sustainability in other areas. For example, we have invested over $200 million in environmental sustainability projects, including operations and maintenance projects, since 2015; recycled or reused over 90 million gallons of water annually; recomposted over more than 23 tons of food waste each year; entered into an agreement with a utility company to enable construction of a solar facility to increase our renewable energy sourcing; and experienced significant growth in our electric vehicle charging program. In addition to completing our second generation of environmental sustainability goals, we link environmental sustainability performance to our executive compensation, and have an employee resource group dedicated to our environmental stewardship. In 2021, we focused on continuing our progress in preparation for next generation sustainability goals and achieving long-term cost savings through focused investment at our sites. Looking forward, we are implementing projects focused on further reducing carbon emissions from our operations. We have announced a target date of 2035 to achieve net zero carbon emissions from our operations. We are also committed to achieving our other climate change related objectives, which include energy efficiency and renewable energy, water conservation and effective solid waste management.

Social

People are our most valued resource. We work hard to provide an environment in which our employees can thrive and stay safe. We are proud to have long been, and to be, a leader in advancing diversity, equity and inclusion ("DEI"). Indeed, we believe that our success depends on our ability to provide an environment in which our employees are not only enabled, but expected to bring their differing perspectives to work, challenging us all to think more broadly and enhancing outcomes. Among many other initiatives, the Company maintains 14 employee resource groups, including over 25,000 diverse colleagues, which meet regularly to identify and address concerns and opportunities. These networks are an industry-leading example of workforce inclusion and contribute to our overarching DEI strategy.

As described in our 2021 Sustainability Report, our Board of Directors, and the Compensation Committee in particular, are deeply engaged in our strategy for enhancing DEI, reviewing workforce diversity plans, setting objectives, including non-financial metrics in our compensation programs, and understanding the outcome of our employee engagement surveys.

During 2021, amidst the continuing COVID-19 pandemic, we focused on keeping our employees safe as we continued to perform, serving our customers and stakeholders, helping those most in need, and advancing social justice across our Company and our communities. The Company, our Northrop Grumman Foundation and our employees, individually and together, contributed time, skill and financial resources. We contributed to global, national and local efforts supporting healthcare, addressing food insecurity, advancing opportunity for all, increasing student access to technology, combating systemic discrimination, providing disaster relief, and serving some of our most vulnerable populations.

Governance

We have long enjoyed a robust and progressive governance regime, carefully designed to promote the long-term success of our Company by providing for effective and efficient oversight by a strong board of directors engaged with and informed by our shareholders. We are committed to continuing to maintain these high standards of corporate governance, in service to our shareholders, employees and customers.

Our governance policies include our Principles of Corporate Governance, our corporate Bylaws, Policy and Procedure Regarding Company Transactions with Related Persons and our Standards of Business Conduct, among others. As discussed in our 2021 Sustainability Report, our exemplary governance practices include:

•A diverse, informed and engaged board of directors who are committed to thoughtful debate and collaboration;

•All board committees are fully comprised of independent members;

•A Lead Independent Director with significant and clearly established responsibilities, who also serves as a resource for our CEO, other directors and our shareholders;

•Deliberate and effective ongoing board refreshment and succession planning, with mandatory retirement at age 75;

•Multiple and varied opportunities for shareholder engagement, including: right to act by written consent, right to call a special meeting, and right to nominate through proxy access, as well as less formal opportunities to meet with management and directors throughout the year;

•Annual re-assessments of the effectiveness of the full board, each committee and each director, with a focus on opportunities for further improvement;

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Corporate Governance

•Overboarding policy limiting service on more than three other public company boards;

•Robust recoupment policy for incentive compensation;

•Stock ownership requirements for directors and executive officers; and

•Policy prohibiting hedging, pledging and other related actions related to Company stock.

Oversight

Our Board of Directors provides leadership and oversight with respect to ESG practices, and regularly receives reports from management on these varied issues.

•The Audit and Risk Committee assists the Board of Directors in its oversight of effective internal controls; approves auditors; reviews and approves publicly filed data in annual and quarterly reports and earnings releases.

•The Compensation Committee provides oversight of compensation programs, including approving environmental goals and diversity, equity and inclusion goals; and the Company’s management of its human capital and talent, including the Company’s focus on diversity, equity and inclusion.

•The Governance Committee oversees matters related to corporate governance, the board (including diversity, equity and inclusion for board members), shareholder rights, and our corporate culture.

•The Policy Committee reviews, monitors and provides oversight of the Company’s policies and programs for environmental matters and climate change-related risks (including among other things, Scope 1 and 2 greenhouse gas emissions, and targets for emissions reductions); ethics and standards of business conduct, corporate responsibility, human rights, employee health and safety and corporate citizenship and charitable programs. The Committee receives periodic updates from the Chief Sustainability Officer and Vice President, Corporate Responsibility.

The Enterprise Risk Management Council also reviews risks related to sustainability, including risks related to climate change and natural disasters that may affect operations, especially in regions prone to hurricanes, earthquakes, damaging storms and other natural disasters.

Our commitment to strong corporate responsibility and sustainability is demonstrated by the incorporation of non-financial ESG performance metrics into our annual incentive compensation program. See page 58 in the Compensation Discussion and Analysis section. We engage with a variety of stakeholders — including shareholders, employees, customers and community advocates — and regularly obtain feedback on our ESG performance.

2022 Proxy Statement 37

Corporate Governance

Awards and Recognitions

We are proud that our corporate responsibility and sustainability programs received various notable recognitions in 2021. They include:

Dow Jones Sustainability North America Index for the sixth consecutive year and the World Index for the first time _____ an AA rating from MSCI for environmental, social and governance management and performance _____ achieved a perfect score on the CPA-Zicklin Index of Corporate Political Disclosure and Accountability _____ named as one of 3BL Media’s 100 Best Corporate Citizens _____ one of DiversityInc’s Top 50 Companies for Diversity for the 12th year in a row as well as a top company for people with disabilities, Native American/Pacific Islander employees, LGBTQ+ employees, employee resource groups, mentoring, executive diversity councils, philanthropy and ESG _____ named as one of Equileap’s top 25 companies on the S&P 500 for gender equality named as one of the top 10 industry supporters for engineering programs at HBCUs by Career Communications Group, Inc. _____ received the highest ranking for the seventh year in a row on the Disability Equality Index and named a “Best Place to Work For Disability Inclusion” _____ achieved a perfect score on the Corporate Equality Index and designated a “Best Place to Work for LGBTQ+ Equality” _____ named as one of the 2021 Best of the Best Top Supplier Diversity Programs and Top Veteran-Friendly Employers by U.S. Veterans magazine _____ a leadership score of A- in CDP’s 2021 climate change program for the 10th consecutive year

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Corporate Governance

Human Rights

Northrop Grumman is committed to maintaining a strong culture with a deep respect for individuals and human rights. The Company has a robust and wide-reaching Human Rights Policy that reflects this commitment. (The Policy is available on the Company’s website at www.northropgrumman.com/corporate-responsibility/northrop-grumman-human-rights-policy/). The Company has also established a Human Rights Working Group to help ensure our human rights program is being implemented effectively and achieving our goals. The Working Group is led by the Company’s General Counsel (or her designee) and includes senior representatives from, among others, the Office of Global Corporate Responsibility, Global Supply Chain, Investor Relations, Treasury, Contracts, Environmental, Health and Safety, Global Business Office, Government Relations, Communications and each of our Sectors. Among other things our Human Rights Policy:

•Makes clear our commitment to people, including our respect for the rights of employees to work in a positive work environment that treats employees with respect and dignity.

•Addresses explicitly the Company’s supply chain, making clear both that we treat our suppliers with respect and dignity, and that we require our suppliers to follow similar policies protecting human rights.

•Addresses various processes the Company follows to consider a wide range of potential risks — including risks to human rights — as it develops products and determines whether to undertake certain business opportunities. In recent years, for example, the Company has exited or begun to exit legacy programs related to cluster munitions, recognition software, and depleted uranium.

The Board of Directors oversees the Company's commitment to human rights. The Policy Committee has specific responsibility to provide oversight of the Company's human rights program, including reviewing and making recommendations for enhancements, as appropriate. The Policy Committee receives regular reports from our Vice President, Global Corporate Responsibility, and our Corporate Vice President and General Counsel (or her designee), who is chair of the Human Rights Working Group, on how we are implementing our Human Rights Policy and to discuss any areas of concern.

The Policy is also reinforced through communications and with robust training. Our Sustainability Report provides additional background and information on our human rights program.

2022 Proxy Statement 39

Corporate Governance

Director Orientation and Continuing Education

NEW DIRECTOR ORIENTATION

•All new directors to the Board receive in-person orientation and training that is individually tailored, taking into account the director's experience, background, education and committee assignments. The orientation program is led by members of senior management and covers a review of our strategy and operating plans, financial statements, corporate governance and key policies and practices, as well as the roles and responsibilities of our directors. •All directors receive regular in-person training regarding our Company policies and procedures, and broad exposure to our operations and the teams. Members of senior management review with the Board the operating plan for each of our business sectors and the Company as a whole.

CONTINUING DIRECTOR EDUCATION AND SITE VISITS

•Directors attend outside director and other continuing education programs to assist them in staying current on developments in corporate governance, our industry, the global environment and issues critical to the operation of public company boards. •The Board also conducts periodic site visits to our facilities as part of its regularly scheduled Board meetings, and during “Sector Days,” when our directors visit our business operations to meet with local employees and management. These visits allow directors to interact with a broader group of our executives and employees and gain firsthand insights into our operations.

Board Memberships and External Relationships

Directors are required to ensure that their other commitments, including for example, other board memberships, employment, partnerships and consulting arrangements, do not interfere with their duties and responsibilities as members of the Board. Directors provide notice to the General Counsel prior to accepting an invitation to serve on the board of any other organization or agreeing to other new commitments that could interfere with their duties and responsibilities as a member of the Board, and the General Counsel advises the Chair of the Governance Committee (or the Chair of the Board, if notice is from the Chair of the Governance Committee). A director should not accept the new commitment until advised by the Chair of the Governance Committee (or Chair of the Board, as appropriate) that such engagement will not unacceptably create conflicts of interest or regulatory issues, conflict with Company policies or otherwise interfere with the director’s duties and responsibilities as a member of the Board. Directors are also required promptly to inform the General Counsel if a conflict of interest arises, or they are concerned that a conflict may arise or circumstances could otherwise interfere with their duties and responsibilities as a director. Directors are required to seek to avoid even an appearance of an improper conflict of interest.

Director Overboarding Policy

Directors may not serve on more than three other boards of publicly traded companies in addition to our Board without the written approval of the Chair of the Governance Committee (or Chair of the Board, as appropriate). A director who is a full-time employee of our Company may not serve on the board of more than one other public company unless approved by the Board. When a director’s principal occupation or business association changes substantially during his or her tenure as a director, the Board expects the director to tender his or her resignation for consideration by the Governance Committee, which subsequently will recommend to the Board what action to take.

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Corporate Governance

Annual Self-Assessment Process

The Board conducts annually thorough self-assessment processes at each of the full Board level, within each committee, and at the individual director level. These processes are intended to ensure and enhance the effective operation of the Board.

BOARD EVALUATION	The self-assessment of the full Board is overseen by the Governance Committee. As part of this assessment, the Lead Independent Director and Chair of the Governance Committee facilitate a broad discussion of Board performance, held in executive session. Among other topics, the Board considers: •the Board’s effectiveness in evaluating and monitoring the Company’s business plan, long-term strategy and risks; •whether strategic and critical issues are being addressed by the Board in a timely manner; •whether the Board’s expectations and concerns are openly communicated to and discussed with the Chief Executive Officer; •whether there is adequate contact between the Board and members of senior management; •whether the directors collectively operate effectively as a Board; •whether the individual directors have the appropriate mix of attributes and skills to fulfill their duties as directors of the Company; •whether there are adequate opportunities to raise questions and comments on issues, both inside and outside of Board meetings; •whether the Board has focused adequately on succession planning; and •whether the Board is adequately responsive to shareholder communication. Following this review, the Board discusses the results and identifies opportunities for improvement, including any necessary steps to implement such improvements.
COMMITTEE EVALUATION	Each of the Committees also conducts an annual self-assessment. During an executive session led by the Committee chair, each Committee discusses, among other topics: whether the quality of participation and discussion at the Committee meetings is effective in facilitating the Committee’s obligations under its charter; the opportunity to engage in strategic discussion; and whether the Committee is covering the right topics in the right amount of detail. Following this discussion, the Committee develops and implements a list of action items, as appropriate.
INDIVIDUAL DIRECTOR EVALUATION	Also as part of the annual self-assessment process, each non-employee director completes an individual director evaluation for each of the other non-employee directors. These evaluations address various aspects of how each director contributes to the Board and serves our shareholders. The evaluation process is overseen by an independent third-party who compiles the results and provides them directly to the Chair, the Lead Independent Director and the Chair of the Governance Committee. These assessments include, among other topics, each non-employee director’s: •understanding of the Company’s overall business and risk profile and its significant financial opportunities and plans; •engagement during meetings and other Board functions; •analysis of benefits and risks of courses of action considered by the Board; and •appropriate respect for the views of other Board members. The Lead Independent Director or the Chair of the Governance Committee meets with each non-employee director individually to discuss the results of his or her assessment, including comments provided by other non-employee directors, and opportunities for growth.
SELF-ASSESSMENT FEEDBACK	The Lead Independent Director or the Chair of the Governance Committee reports generally on the overall results of these discussions to the Board in executive session. These evaluations also assist the Governance Committee with its recommendation for directors to be renominated for election to the Board of Directors.

2022 Proxy Statement 41

Corporate Governance

Succession Planning

The Board believes that providing for strong and effective continuity of leadership is critical to the success of our Company. The Board commits significant resources to ongoing succession planning, with processes in place for the Board:

•to evaluate the Chief Executive Officer annually based on a specific set of performance objectives;

•to work with the Chief Executive Officer to support and ensure the development of potential succession candidates for the Chief Executive Officer and other leadership positions;

•to discuss with the Chief Executive Officer annually an assessment of persons considered potential successors to various senior management positions; and

•robustly to consider, plan for and ensure successful transitions of leadership.

Communications with the Board of Directors

Any interested person may communicate with any of our directors, our Board as a group, our non-employee directors as a group or our Lead Independent Director through the Corporate Secretary by writing to the following address: Office of the Corporate Secretary, Northrop Grumman Corporation, 2980 Fairview Park Drive, Falls Church, Virginia 22042. The Corporate Secretary will forward correspondence to the director or directors to whom it is addressed, except for job inquiries, surveys, business solicitations or advertisements and other inappropriate material. The Corporate Secretary may forward certain correspondence elsewhere within our Company for review and possible response.

The Board has met with, and looks forward to the opportunity to meet with, interested shareholders to address concerns and to receive input.

Interested persons may also report any concerns relating to accounting matters, internal accounting controls or auditing matters to non-management directors (including anonymously) by writing to the Chair of the Audit and Risk Committee, Northrop Grumman Board of Directors c/o Corporate Ethics Office, 2980 Fairview Park Drive, Falls Church, Virginia 22042.

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Compensation of Directors

In May 2021, the Compensation Committee recommended to the Board, and the Board approved, the current non-employee director fee structure, effective May 19, 2021. The table below lists the annual fees payable to our non-employee directors from January 1, 2021 to May 18, 2021 under the prior fee structure and the annual fees payable under the current fee structure effective since May 19, 2021.

Name	Amount ($) (1/1/21 - 5/18/21)	Amount ($) (5/19/21 - 12/31/21)
Annual Cash Retainer	130,000	135,000
Lead Independent Director Retainer	35,000	50,000
Committee Chair Retainer	20,000	25,000
Audit and Risk Committee Retainer	10,000	15,000
Annual Equity Grant(1)	160,000	170,000

(1)The annual equity grant is deferred into a stock unit account pursuant to the 2011 Long-Term Incentive Stock Plan (2011 Plan) as described below. The Northrop Grumman Equity Grant Program for Non-Employee Directors (Director Program) sets forth the terms and conditions of the equity awards granted to non-employee directors under the 2011 Plan.

Current Non-Employee Director Fees	Current Additional Annual Fees

Retainer fees are paid on a quarterly basis at the end of each quarter.

To encourage directors to have a direct and material investment in shares of our common stock, non-employee directors are awarded an annual equity grant of $170,000 in the form of deferred stock units (Automatic Stock Units).

The Compensation Committee, with the assistance of its independent compensation consultant, is responsible for reviewing and recommending for Board approval the compensation of the non-employee directors. At the request of the Compensation Committee, the independent compensation consultant prepares annually a comprehensive benchmarking of our non-employee director compensation program against the compensation programs offered by our Target Industry Peer Group (the same peer group against which executive compensation is compared). Consistent with this benchmarking, the overarching approach for non-employee director compensation is to target approximately the 50th percentile of the Target Industry Peer Group and to align our director compensation with our shareholders’ interests.

2022 Proxy Statement 43

Compensation of Directors

The Director Program was amended and restated effective January 1, 2016 (the Amended Director Program). Non-employee directors other than Mr. Abney and Mr. Robinson received an annual equity grant of Automatic Stock Units on May 20, 2020, which vested on May 20, 2021; and non-employee directors other than Mr. Robinson received an annual equity grant of Automatic Stock Units on May 19, 2021 which will vest on May 19, 2022. Mr. Abney received an annual equity grant of Automatic Stock Units upon his election to the Board on June 10, 2020 which vested on May 20, 2021. Mr. Robinson received an annual equity grant of Automatic Stock Units on August 11, 2021 which will vest on May 19, 2022. Under the Amended Director Program, directors may elect to have all or any portion of their Automatic Stock Units paid on (A) the earlier of (i) the beginning of a specified calendar year after the vesting date or (ii) their separation from service as a member of the Board, or (B) the vesting date. Directors may elect to defer to a later year all or a portion of their remaining cash retainer or committee retainer fees into a stock unit account as Elective Stock Units or in alternative investment options. Elective Stock Units are awarded on a calendar quarterly basis. Directors may elect to have all or a portion of their Elective Stock Units paid on the earlier of (i) the beginning of a specified calendar year or (ii) their separation from service as a member of the Board. Stock units awarded under the Amended Director Program will be paid out in an equivalent number of shares of our common stock. Deferral elections are made prior to the beginning of the year for which the retainer fees will be paid. Directors are credited with dividend equivalents in connection with the accumulated stock units until the shares of common stock related to such stock units are issued.

Non-employee directors are eligible to participate in our Matching Gifts Program for Education. Under this program, the Northrop Grumman Foundation matches director contributions, up to $10,000 per year per director, to eligible educational programs in accordance with the program.

Stock Ownership Requirements

Non-employee directors are required to own common stock of the Company in an amount equal to five times the annual cash retainer, with such ownership to be achieved within five years of the director’s election to the Board. Deferred stock units and Company stock owned outright by the director count towards this requirement.

Anti-Hedging and Pledging Policy

Company policy prohibits our directors, NEOs, other elected and appointed officers, designated employees who are subject to specific preclearance procedures under the Company’s insider trading policy and any other employees who receive performance-based compensation, from engaging in hedging, pledging or other specified transactions. Specifically, this policy prohibits such persons from: engaging in hedging or derivative transactions, such as “cashless” collars, forward contracts, equity swaps or other similar or related transactions; entering into margin transactions involving Company stock; pledging Company securities as collateral for loans or other transactions; trading in puts, calls, options, warrants or other similar derivative instruments involving Company securities; or engaging in short sales of Company securities.

None of the shares of Company common stock held by our directors are pledged or subject to any hedging transaction.

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Compensation of Directors

2021 Director Compensation

The table below provides information on the compensation of our non-employee directors for the year ended December 31, 2021.

Name	Fees Earned or Paid in Cash(1)  ($)	Stock Awards(2)  ($)	All Other Compensation(3) ($)	Total ($)
David P. Abney	136,925	170,000	15	306,940
Marianne C. Brown	146,150	170,000	12,227	328,377
Donald E. Felsinger	177,300	170,000	41,662	388,962
Ann M. Fudge	146,150	170,000	11,191	327,341
Bruce S. Gordon(4)	50,050	—	14,082	64,132
William H. Hernandez	169,225	170,000	7,620	346,845
Madeleine A. Kleiner	156,150	170,000	22,652	348,802
Karl J. Krapek	133,075	170,000	31,718	334,793
Graham N. Robinson	58,126	130,900	2	189,028
Gary Roughead	156,150	170,000	15,578	341,728
Thomas M. Schoewe	156,150	170,000	6,896	333,046
James S. Turley	146,150	170,000	1,280	317,430
Mark A. Welsh III	146,150	170,000	733	316,883

(1)Amounts reflect the annual cash retainer paid to each director, including any applicable annual committee and committee chair retainers and any applicable Lead Independent Director or Chair retainer. As described above, a director may elect to defer all or a portion of his or her annual cash retainer into a deferred stock unit account or alternative investment options. Amounts deferred as Elective Stock Units or deferred into alternative investment options are reflected in this column.

(2)Amounts represent the target value of Automatic Stock Units awarded to each of our non-employee directors in 2021 under the 2011 Plan pursuant to the Amended Director Program. The amount reported for each director reflects the aggregate fair value of the Automatic Stock Units on the grant date, as determined under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation, excluding any assumed forfeitures. The grant date fair value assumes the value of dividend equivalents accrued directly on the awarded units. The aggregate number of Automatic Stock Units and Elective Stock Units held by each director as of December 31, 2021 is provided in the Deferred Stock Units table below.

(3)Amounts reflect (i) the estimated dollar value of additional stock units credited to each non-employee director as a result of dividend equivalents earned, directly or indirectly, on reinvested dividend equivalents as such amounts are not assumed in the grant date fair value of the Automatic Stock Units shown in the “Stock Awards” column, and (ii) matching contributions made through our Matching Gifts Program for Education discussed above as follows: Ms. Brown, $10,000; Ms. Fudge, $10,000; Mr. Gordon, $10,000; Mr. Hernandez, $5,000; Ms. Kleiner, $5,000; Mr. Krapek, $10,000; and Mr. Roughead, $10,000.

(4)Mr. Gordon reached the age of 75 prior to the 2021 Annual Meeting and, in accordance with our director retirement policy, did not stand for reelection at the 2021 Annual Meeting.

2022 Proxy Statement 45

Compensation of Directors

Deferred Stock Units

As of December 31, 2021, the non-employee directors had the following aggregate number of deferred stock units accumulated in their deferral accounts for all years of service as a director, including additional stock units credited as a result of dividend equivalents earned on the stock units.

Name	Automatic Stock Units	Elective Stock Units	Total
David P. Abney	465	—	465
Marianne C. Brown	4,468	2,934	7,402
Donald E. Felsinger	23,089	16,218	39,307
Ann M. Fudge	3,464	508	3,972
Bruce S. Gordon(1)	—	—	—
William H. Hernandez	6,178	—	6,178
Madeleine A. Kleiner	18,454	—	18,454
Karl J. Krapek	17,841	4,581	22,422
Graham N. Robinson	361	—	361
Gary Roughead	9,590	—	9,590
Thomas M. Schoewe	10,869	—	10,869
James S. Turley	3,883	—	3,883
Mark A. Welsh III	3,013	—	3,013

(1)Mr. Gordon reached the age of 75 prior to the 2021 Annual Meeting and, in accordance with our director retirement policy, did not stand for reelection at the 2021 Annual Meeting. All stock units were paid out to Mr. Gordon in the form of common stock after his retirement from the Board in May 2021.

46 Northrop Grumman

Proposal 2: Advisory Vote on Compensation of Named Executive Officers

Consistent with Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to cast a non-binding, advisory vote on the compensation of our NEOs. This advisory vote, commonly known as “say-on-pay,” gives our shareholders the opportunity to express their views on our 2021 executive compensation programs and policies for our NEOs. The vote does not address any specific item of compensation and is not binding on the Board; however, as an expression of our shareholders’ views, the Compensation Committee seriously considers the vote when making future executive compensation decisions. The Board has adopted a policy of providing for annual advisory votes on the compensation of our NEOs.

We believe our compensation programs reflect responsible, measured practices that effectively incentivize our executives to dedicate themselves fully to value creation for our shareholders, customers and employees. Our pay practices are aligned with our shareholders’ interests and with leading industry practice and are governed by a set of strong policies. Examples include:

•Double-trigger provisions for change in control situations, and no excise tax gross-ups for payments upon termination after a change in control;

•A recoupment policy applicable to cash and equity incentive compensation payments;

•Stock ownership guidelines of 7x base salary for the CEO and 3x base salary for other NEOs, and stock holding requirements of three years from the vesting date for equity awards; and

•Prohibitions on hedging or pledging of Company stock.

For a more extensive list of our best practices, refer to page 52 of this Proxy Statement. In addition, our Compensation Discussion and Analysis (CD&A) provides a detailed discussion of our performance-based approach to executive compensation. We encourage you to read the CD&A, the rest of this Proxy Statement and our 2021 Form 10-K, which describes our business and 2021 results in more detail.

Recommendation

The compensation of our executives is aligned to performance, is sensitive to shareholder returns, appropriately motivates and retains our executives, and is a competitive advantage in attracting and retaining the high caliber talent necessary to drive our business forward and build sustainable value for our shareholders. Accordingly, the Board recommends that shareholders approve the following resolution:

“RESOLVED, that, as an advisory matter, the shareholders of Northrop Grumman Corporation approve the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Vote Required

Approval of this proposal requires that the votes cast “for” the proposal exceed the votes cast “against” the proposal. Abstentions and broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.

2022 Proxy Statement 47

Executive Compensation

Compensation Discussion & Analysis

2021 Named Executive Officers

	Kathy J. Warden Chair, Chief Executive Officer and President		David F. Keffer Corporate Vice President and Chief Financial Officer		Mark A. Caylor Corporate Vice President and President, Mission Systems
	Blake E. Larson Former Corporate Vice President and President, Space Systems		Mary D. Petryszyn Corporate Vice President and President, Defense Systems

Compensation Philosophy and Objectives

We provide attractive, robust and market-based total compensation programs tied to performance and aligned with the interests of our shareholders. Our objective is to recruit and retain the caliber of executives and other key employees capable of achieving top performance and generating value for our shareholders, customers and employees.

Our goal is to lead our industry in sustainable performance and build on our strong, enduring values. For our performance-based plans, we select metrics that drive shareholder value and benchmark our performance against peers, the market and our long-range strategic plan (LRSP). Our executive compensation and benefit programs are guided by the following principles:

	Pay for Performance •Our incentive plans are based on peer performance and benchmarks, the market, and our LRSP. •Above-target incentive payouts are awarded when we outperform our peers, market and LRSP benchmarks.
	Leadership Recruitment, Retention and Succession •Compensation is designed to be competitive with our peers and retain top talent. •Programs are structured to attract, motivate and reward NEOs for delivering operational and strategic performance over time.
	Sustainable Performance •Our Annual Incentive Plan (AIP) includes both financial and non-financial metrics to ensure we are building a strong foundation for long-term sustainable performance and shareholder value creation.

48 Northrop Grumman

Executive Compensation

Alignment with Shareholder Interests •Our compensation structure places an appropriate amount of compensation at risk based on annual and long-term results. •At-risk compensation is based on financial and non-financial performance measures and relative Total Shareholder Return (TSR). Payouts under the TSR portion of the plan are capped at target if the Company's TSR is negative over the performance period. •A significant portion of compensation is delivered in equity, the vesting and value of which provides alignment with shareholder returns. •Stock ownership guidelines, holding requirements for equity awards and our recoupment policy further align executive and shareholder interests.

Benchmarking •Our compensation programs' provisions and financial objectives are evaluated on an annual basis and modified inaccordance with industry and business conditions (e.g., unforeseen impacts, divestitures, etc.). •Benchmarks are set using a hybrid approach of peer, market and LRSP data. •We seek to outperform our peers (a group of top global defense companies identified as the Performance Peer Group on page 54). •We use a Target Industry Peer Group (TIPG) (identified on page 54) for broader market executive compensation analyses that includes companies based on a peer-of-peers analysis.

In the Compensation Discussion and Analysis (CD&A), we provide an overview of our executive compensation programs and the underlying philosophy used to develop the programs. We describe the material components of our executive compensation programs for our 2021 Named Executive Officers (NEOs) and explain how and why our Board’s Compensation Committee determined certain compensation policies and decisions.

We refer to certain non-GAAP financial measures, which are identified with asterisks. For more information, including definitions, reconciliations to the most directly comparable GAAP measure and why these measures may be useful to investors, see “Appendix A - Use of Non-GAAP Financial Measures.” The 2021 NEO compensation is in the Summary Compensation Table on page 69 and other compensation tables contained in this Proxy Statement.

2022 Proxy Statement 49

Executive Compensation

2021 Compensation Elements

Our executive compensation philosophy provides our NEOs with attractive, robust and market-based total compensation tied to annual and long-term performance and aligned with the interests of our shareholders and our business objectives. The key elements of our compensation programs for our NEOs are summarized below.

Compensation Element	CEO	Other NEOs (Average)	Purpose	Key Characteristics
Fixed	9%	18%
Base Salary			Compensate equitably and competitively	•Determined by level of responsibility, competitive market pay assessment and individual performance
Variable	91%	82%
Annual Incentive Plan (AIP)			Motivate and reward achievement of annual business objectives	•Financial Metrics •35% Adjusted Cash Flow from Operations Conversion* •35% Segment Operating Income* Growth •15% Pension-adjusted Net Income* Growth •15% Pension-adjusted Operating Margin (OM) Rate* •Non-financial metrics
Long-Term Incentive Plan (LTIP) Restricted Stock Rights (RSRs)			Tie our executive officers’ priorities to shareholders and retain executive talent	•30% of annual LTIP grant •Three-year cliff vesting
LTIP Restricted Performance Stock Rights (RPSRs)			Link the interests of our executive officers to shareholders, motivate and reward achievement of long-term strategic goals and retain executive talent	•70% of annual LTIP grant •Three-year performance period •Equally weighted metrics of relative TSR, Adjusted Cumulative Free Cash Flow* (Adjusted Cumulative FCF*) and Operating Return on Net Assets* (Operating RONA

* This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

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Executive Compensation

2021 Performance Highlights

Achieved robust backlog of over $76B	Sales of $35.7B Organic Sales* increased ~3%to $35.5B
Diluted EPS of $43.54 Transaction-adjusted EPS* increased ~8% to $25.63	Over $4.7B returned to Shareholders via Dividends & Buybacks

Earnings Per Share	3-Year Total Shareholder Return

* This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

Consideration of Say-On-Pay Vote

The Company annually asks shareholders to approve, on an advisory basis, the compensation paid to our NEOs. We regularly engage with our shareholders to address their questions regarding executive compensation and emphasize our philosophy and competitive pay practices. The Compensation Committee annually reviews and discusses the results of the say-on-pay vote. In 2021, our executive compensation programs continued to receive strong support from shareholders with 96% approval at our 2021 Annual Meeting of Shareholders. Based on its review and feedback from shareholder engagement, the Compensation Committee determined that our programs are effective and aligned with shareholder interests, and no substantive changes were required. % of votes in favor of Say-on-Pay Proposal in 2021

2022 Proxy Statement 51

Executive Compensation

Our Compensation Best Practices

Our compensation programs incorporate best practices, including the following:

What We Do			What We Don't Do
Pay for Performance	Annual Peer Group Review	Long-Term Incentives Focused on Performance	No Individual Change in Control Agreements
Compensation Elements Benchmarked at Market Median	Above-Target Annual Incentive Payouts Only When We Outperform Our Peer Benchmarks	Independent Consultant Reports Directly to Compensation Committee	No Employment Contracts for Chief Executive Officer (CEO) or Other NEOs
Recoupment Policy on Cash and Equity Incentive Compensation Payments	Dividends Paid Upon Vesting of Equity Awards	Stock Ownership Guidelines and Stock Holding Requirements	No Excise Tax Gross-ups for Payments Received Upon Termination After a Change in Control
LTIP Double Trigger Provisions for Change in Control	Regular Risk Assessments Performed	Cap on Annual Bonuses and RPSR Payouts	No Hedging or Pledging of Company Stock

How We Make Executive Compensation Decisions

Our Compensation Committee leads a rigorous and continuous process evaluating our thoughtfully designed programs throughout the year to ensure that we maintain executive compensation programs that align with the interests of our shareholders.

Assess	Establish
•Feedback from annual say-on-pay vote from shareholder outreach •Market data with Independent Compensation Consultant •Alignment of our financial and non-financial performance metrics with our overall strategy •Annual independent risk review of compensation structure	•Performance metrics for AIP and RPSRs •Relevant compensation and performance peer groups •Annual salary, target AIP and target LTIP awards
Rigorous Committee Oversight
Approve	Monitor
•AIP and RPSR performance metric results •Final total compensation for NEOs (recommend CEO compensation to independent board members for approval)	•Progress against AIP and RPSR performance metrics •NEO performance •Company policies and practices with respect to human capital risks

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Executive Compensation

Roles and Responsibilities

COMPENSATION COMMITTEE	•Oversees our compensation policies, incentive and equity compensation plans and approves payments or grants under these plans and the compensation for the elected officers, other than the CEO. •Recommends the base, bonus, and equity compensation for our CEO to the independent directors of the Board for approval. •Reviews market data and other input from its Independent Compensation Consultant. •Reviews and approves incentive goals and objectives (CEO goals and objectives are reviewed and approved by the independent directors). •Evaluates and approves executive benefit and perquisite programs. •Evaluates the competitiveness of each elected officer’s total compensation package. •Reviews and monitors the results of the Company’s diversity, equity and inclusion programs. •Oversees the Company's management of its human capital risk. •Conducts an annual evaluation of the Independent Compensation Consultant. •Evaluates the performance of elected officers against their respective goals and objectives. •Reviews and discusses with management the CD&A and provides a Compensation Committee Report for inclusion in the proxy statement.
INDEPENDENT DIRECTORS	•Evaluate the performance and determine the compensation of the CEO (upon recommendation of the Compensation Committee).
INDEPENDENT COMPENSATION CONSULTANT (Frederic W. Cook & Co.)	•Reports directly to the Compensation Committee. •Regularly participates in meetings of the Compensation Committee and communicates with the Compensation Committee Chair between meetings as needed. •Participates in executive session with the Compensation Committee. •Provides proactive advice to the Compensation Committee on best practices for Board governance of executive compensation, compensation-related risk management and areas for program design to most appropriately support the Company’s business strategy and organizational values. •Provides a review of market data and advises the Compensation Committee on the levels and structure of our executive compensation policies and procedures, including compensation matters for NEOs. •Reviews and advises the Compensation Committee on our total compensation philosophy, peer groups and target competitive positioning. •Identifies market trends and practices and advises the Compensation Committee on program design implications. •Serves as a resource to the Compensation Committee Chair on setting agenda items for Compensation Committee meetings and researches special projects. •Receives compensation only for engagement with the Compensation Committee and does not receive any fees or income from the Company.
MANAGEMENT (CEO with assistance from the Corporate Vice President and Chief Human Resources Officer and other Company employees)	•Makes compensation-related recommendations for elected officers, other than the CEO, to the Compensation Committee for its review and approval. •Assesses each executive’s performance, skills and industry knowledge, market compensation benchmarks, and succession and retention considerations. •Provides recommendations to the Compensation Committee regarding executive incentive and benefit plan designs and strategies. These recommendations include financial and non-financial operational goals and criteria for our annual and long-term incentive plans.

2022 Proxy Statement 53

Executive Compensation

Use of Competitive Data

PERFORMANCE PEER GROUP: SET PERFORMANCE TARGETS AND EVALUATE PERFORMANCE

The Compensation Committee uses the Performance Peer Group and LRSP data for the purpose of setting performance targets and evaluating performance of our AIP and LTIP. The Performance Peer Group encompasses the largest global defense companies by government revenues within the aerospace and defense market space. The LRSP is our five-year strategic operating and financial plan. In order to better align our performance objectives, the Performance Peer Group companies may vary in a particular performance year. In 2021, the Compensation Committee used the following peer group data for the purpose of setting AIP performance targets.

2021 PERFORMANCE PEER GROUP
BAE Systems	General Dynamics Corporation	Lockheed Martin Corporation
The Boeing Company	L3Harris Technologies, Inc.	Raytheon Technologies Corporation

TSR PEER GROUP: 2019-2021 LONG-TERM INCENTIVE AWARDS

Earned awards from the 2019-2021 performance cycle were contingent on our ranking compared to the S&P Industrials and the following TSR peer group:

2019 TSR PEER GROUP
BAE Systems	L3Harris Technologies, Inc.	Raytheon Technologies Corporation(2)
The Boeing Company	Leidos Holdings, Inc.	Thales Group
Booz Allen Hamilton Holding Corporation(1)	Leonardo
General Dynamics Corporation	Lockheed Martin Corporation

(1)For the 2021-2023 performance cycle, Booz Allen Hamilton Holding Corporation was replaced by Huntington Ingalls Industries, Inc.

(2)Raytheon Company merged with United Technologies in 2020, forming Raytheon Technologies Corporation.

TARGET INDUSTRY PEER GROUP: BENCHMARK EXECUTIVE COMPENSATION PRACTICES

The Compensation Committee benchmarks our executive compensation levels and practices against the TIPG of 13 companies, including a subset containing six direct peers. Prior to the beginning of the year, the Compensation Committee sets the TIPG used to benchmark compensation for the following year. To identify peer companies for compensation benchmarking purposes, the Independent Compensation Consultant employs an objective criteria-based methodology where:

•the Company was identified as a peer by at least two aerospace and defense peers or proxy advisory services;

•the Company participated in the annual Aon executive compensation study; and

•revenues, total employees and market capitalization of the peer company were broadly similar to those of the Company.

54 Northrop Grumman

Executive Compensation

While the Compensation Committee reviews the TIPG annually with the Independent Compensation Consultant, our goal is to keep it as consistent as reasonably possible on a year-over-year basis. The companies that comprise the 2021 TIPG are listed in the following table:

2021 TARGET INDUSTRY PEER GROUP
3M Company	Johnson Controls International
The Boeing Company(1)	L3Harris Technologies, Inc.(1)
Caterpillar, Inc.	Lockheed Martin Corporation(1)
Eaton Corporation	Parker-Hannifin Corporation
Emerson Electric Company	Raytheon Technologies Corporation(1)
General Dynamics Corporation(1)	Textron, Inc.
Honeywell International, Inc.(1)

(1)Included in the subset of six direct peers also used for compensation benchmarking

It is the Company’s pay philosophy to provide the CEO a compensation package that includes competitive elements of base salary and target variable pay relative to the TIPG and the direct six peers noted in the table above. In 2021, the CEO’s target total direct compensation approximated the median of the TIPG and direct six peers.

Another element of the Company’s pay philosophy is to tie a significant portion of the CEO’s pay to performance. As a result, the CEO’s actual compensation may differ from the market median based on the Company’s actual performance.

In determining the base salary and target variable pay elements for the other NEOs, the Compensation Committee establishes the TIPG median as the benchmark. The Compensation Committee also considers several factors in determining their compensation, including executive compensation levels and practices of the TIPG, NEO individual experience, growth in job as demonstrated through sustained performance, leadership impact, retention and pay relative to the CEO. Actual annual incentive awards and long-term incentive award opportunities reflect these factors, as well as Company performance.

2022 Proxy Statement 55

Executive Compensation

Key Components of Our Executive Compensation Programs

Base Salary

The Compensation Committee believes that competitive base salaries are necessary to attract and retain our NEOs. Base salaries are evaluated each year and determined by level of responsibility, competitive market pay assessment and individual performance.

Name	2021 Base Salary		2020 Base Salary		Increase to Base Salary
Kathy J. Warden	$	1,600,000	$	1,545,000	3.6	%
David F. Keffer	$	800,000	$	750,000	6.7	%
Mark A. Caylor	$	855,000	$	855,000	0.0	%
Blake E. Larson	$	835,000	$	811,000	3.0	%
Mary D. Petryszyn	$	750,000	$	725,000	3.4	%

Annual Incentive Compensation

Our NEOs are eligible to receive annual cash bonuses under our shareholder-approved 2002 Incentive Compensation Plan (AIP). We use a balance of financial and non-financial performance metrics aligned with our long-term strategy.

TARGET AWARD LEVELS FOR 2021 AIP

The Compensation Committee approves the annual incentive compensation target payout percentage for each NEO, other than the CEO. For the CEO, such percentage is approved by the independent directors of the Board.

The target incentive award (target bonus) represents a percentage of each NEO’s base salary. Following the completion of the fiscal year, the target bonus is used by the Compensation Committee, together with its assessment of Company performance against established performance criteria, to determine the final bonus award amount.

The 2021 target bonus for the CEO is 180% of base salary, which was unchanged from 2020. For each of the other NEOs, the 2021 target bonus is 100% of base salary, unchanged from 2020.

Name	Target Bonus (% of Base Salary)
Kathy J. Warden	180	%
David F. Keffer	100	%
Mark A. Caylor	100	%
Blake E. Larson	100	%
Mary D. Petryszyn	100	%

Final bonus awards for each NEO were determined by multiplying the Northrop Grumman Company Performance Factor (CPF) by the target bonus. The CPF can range from 0% to 200%.

56 Northrop Grumman

Executive Compensation

ANNUAL INCENTIVE FORMULA FOR 2021:

	X		=
BASE SALARY		TARGET PAYOUT %		TARGET BONUS
	X		=
TARGET BONUS		COMPANY PERFORMANCE FACTOR		FINAL BONUS AWARD

Annual performance evaluations are conducted by the CEO for each NEO, other than the CEO, and reviewed with the Compensation Committee. The Compensation Committee considers this performance information as well as the comparison to market data.

2021 AIP METRICS

For the 2021 AIP, we used a mix of financial and non-financial metrics to measure our performance. Our AIP metrics reflect our commitment to investing for and achieving long-term profitable growth; maintaining alignment with shareholders’ interests; and incentivizing top performance against our industry peers.

Financial Metrics

For 2021, the Compensation Committee selected Adjusted Cash Flow from Operations Conversion*and Segment Operating Income* Growth, each weighted at 35%, and Pension-adjusted Net Income* Growth and Pension-adjusted OM Rate*, each weighted at 15%. The metrics are defined as follows:

Financial Metrics	How Calculated	Rationale
ADJUSTED CASH FLOW FROM OPERATIONS CONVERSION* (35%)	Calculated as Adjusted cash provided by operating activities* divided by earnings before interest, taxes, depreciation and amortization, excluding mark-to-market (MTM) expense and the MTM-related deferred state tax benefit (Adjusted EBITDA*).	Emphasizes the importance of converting earnings into cash and enables management to make capital investment decisions that support long-term profitable growth without impacting performance-based incentive compensation.
SEGMENT OPERATING INCOME* GROWTH (35%)	Calculated as segment operating income* multiplied by an average of peer-based growth rates.	Incentivizes management to focus on profitable growth and enables management to evaluate the financial performance and operational trends of our sectors.
PENSION-ADJUSTED NET INCOME* GROWTH (15%)	Calculated as net income before the after-tax impact of the total net FAS/CAS pension adjustment multiplied by a market-based growth rate.	Incentivizes management to achieve relative long-term profitable growth greater than a projected industry growth rate.
PENSION-ADJUSTED OM RATE* (15%)	Calculated as OM rate (operating margin divided by sales) before FAS/CAS operating adjustment.	Establishes high program performance expectations for the Company and incentivizes sound core operational business decisions.

* This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

2022 Proxy Statement 57

Executive Compensation

Non-Financial Metrics

In addition to the financial goals, various non-financial goals are used to align our objectives with our stakeholders. Performance against these non-financial metrics can result only in a downward adjustment to the financial metric score.

For 2021, we selected the following non-financial metrics:

Non-Financial Metric		How Measured
People		Representation of females and people of color in all management level positions with respect to internal and external benchmarks.
	DIVERSITY
		Perform at or above the Global High Performance (GHP) Norm, a Willis Towers Watson (WTW) index, with a focus on inclusion and engagement. Results are derived from the annual employee survey with a "percent favorable response" measurement scale.
	EMPLOYEE EXPERIENCE
		Total case rate, defined as the number of Occupational Safety & Health Administration recordable injuries as well as lost work day rate associated with those injuries.
	SAFETY
Environment		Reductions in absolute greenhouse gas emissions and potable water consumption, and improvement in solid waste diversion (i.e., waste diverted from landfill disposal).
	ENVIRONMENTAL SUSTAINABILITY
Customer		Program-specific objectives, including defect rates, process quality, supplier quality, planning quality or other appropriate criteria for program type and phase.
	QUALITY
		Customer feedback, including customer-generated performance scores, award fees and verbal and written feedback.
	CUSTOMER SATISFACTION

2022 NON-FINANCIAL METRIC CHANGES

In February 2022, the Compensation Committee approved changes to the non-financial metrics in the AIP design. The Company revised the metric from a negative-only modifier by embedding it in our core metrics to reflect our continued focus on ESG and to bring greater alignment for employees, shareholders and other stakeholders. The non-financial metrics account for 10% of the overall 2022 annual incentive plan goals.

Payout Levels

Our AIP provides for payout levels from 0% to 200% of target. The minimum, target and maximum performance levels are derived based on an analysis of the historical and forecasted performance of our Performance Peer Group, and LRSP data for the Adjusted Cash Flow from Operations Conversion* and Segment Operating Income* Growth metrics. The Pension-adjusted Net Income* Growth and Pension-adjusted OM Rate* metric performance levels are derived using LRSP data. Specific values are identified for each metric at selected points in the range between minimum and maximum and other values are determined by linear interpolation between these points. No payout is made if performance is below the minimum. Above-target payouts can be earned only if the Company’s performance exceeds the performance threshold noted in the table on the following page. The maximum payout of 200% is achieved if the Company’s performance is above the approximate top quartile performance target. This structure aligns above-target payouts with superior performance and provides reduced awards for below-target performance.

58 Northrop Grumman

Executive Compensation

2021 AIP PERFORMANCE RESULTS

In determining the CPF, both financial and non-financial performance against goals are assessed. The 2021 Company financial performance for the four metrics shown in the table below was 130%. As approved by the Compensation Committee, Company performance calculations were adjusted, as applicable, to include proceeds from sale of equipment to a customer, and to exclude Orbital ATK intangible asset amortization and property, plant and equipment (PP&E) step-up depreciation expense, certain accounting impacts related to the Company’s pension and OPB plans, and impacts related to the Company's IT services divestiture, including the gain on sale of the business, associated federal and state income tax expenses, transaction costs, and the make-whole premium for early debt redemption.

FINANCIAL METRICS

Consistent with prior years, GAAP earnings were adjusted for the after-tax impact of the Company’s FAS/CAS pension adjustment recorded during the year and MTM pension and OPB expense and related tax impacts recognized at the end of the year. As such, during 2021 we removed $1,263M from earnings related to our FAS/CAS pension adjustment and earnings of $1,762M associated with our MTM pension and OPB expense and related tax impacts. The adjustments allowed us to more effectively compare the Company’s financial performance against our peers. Details are outlined in Appendix A - Use of Non-GAAP Financial Measures.

Metric/Goal	Weighting	Performance to Achieve Target Payout	2021 Performance	2021 Financial Score
Adjusted Cash Flow from Operations Conversion*	35%	69.0%	69.0%	35%
Segment Operating Income* Growth	35%	$4.15B	$4.22B	35%
Pension-adjusted Net Income* Growth	15%	$2.77B	$3.05B	30%
Pension-adjusted OM Rate*	15%	10.6%	11.5%	30%
				130%

* This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

2022 Proxy Statement 59

Executive Compensation

NON-FINANCIAL METRICS

Performance against the annual non-financial metrics cannot exceed 100% and can result only in a downward adjustment to the financial performance score. The Company demonstrated strong performance in 2021 overall against the non-financial goals and the Compensation Committee approved a non-financial score of 100%.

	We met or exceeded our employee diversity goals in 2021, and since 2010, have made significant progress towards our long-term goals.
DIVERSITY
	Met the 2021 target goals against the GHP norm. We achieved the designation of a High Performing Company by WTW, a selective classification for participants.
EMPLOYEE EXPERIENCE
	The Company exceeded the annual target in 2021.
SAFETY
	The Company exceeded the annual target for the year, driving further progress towards our multi-year environmental sustainability goals.
ENVIRONMENTAL SUSTAINABILITY
	Corporate quality metric was at target for the year.
QUALITY
	Customer satisfaction metric was at target for the year.
CUSTOMER SATISFACTION

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Executive Compensation

Compensation Committee Discretion

The Compensation Committee approves bonus amounts for all NEOs except the CEO, whose annual bonus is recommended by the Compensation Committee to the independent members of the Board for approval. The Compensation Committee has discretion to make adjustments to the annual bonus payouts for NEOs, other than the CEO, if it determines such adjustment is warranted due to unforeseen or unusual events. In 2021, the Compensation Committee made no such adjustments.

2021 AIP PAYOUTS

In consideration of both the financial and non-financial performance, the 2021 Company Performance Factor was determined to be 130%.

In February 2022, the Compensation Committee recommended, and the independent members of the Board approved, a 2021 annual incentive award of $3,744,000 for the CEO, Ms. Warden. Based on the CPF, Ms. Warden recommended, and the Compensation Committee approved, the other NEOs’ annual incentive awards.

Name	AIP Target % of Salary		AIP Payout Range %	Performance Payout		Actual Payout (1)
Kathy J. Warden	180	%	0% - 200%	130	%	$	3,744,000
David F. Keffer	100	%	0% - 200%	130	%	$	1,040,000
Mark A. Caylor	100	%	0% - 200%	130	%	$	1,112,000
Blake E. Larson	100	%	0% - 200%	130	%	$	1,086,000
Mary D. Petryszyn	100	%	0% - 200%	130	%	$	975,000

(1)The potential range of bonus payouts based on 2021 performance is disclosed in the Grants of Plan-Based Awards Table. Actual bonus payouts for 2021 performance are disclosed in this table and in the Summary Compensation Table.

Long-Term Incentive Compensation

In 2021, the Compensation Committee granted awards in the form of RPSRs and RSRs. The awards were comprised of 70% RPSRs and 30% RSRs. The Compensation Committee determined this long-term incentive mix would appropriately motivate and reward the NEOs to achieve our long-term objectives and further reinforce the link between their interests and the interests of our shareholders.

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	Restricted Performance Stock Rights (RPSRs) The RPSRs ensure sustainability and achievement of business goals over time. The RPSRs will vest and be distributed following the completion of the three-year performance period (commencing January 1, 2021, and ending December 31, 2023) if goals are met.
	Restricted Stock Rights (RSRs) The RSRs provide retentive value and generally vest 100% after three years.

Earned RPSRs and RSRs may be paid in shares, cash or a combination of shares and cash at the Compensation Committee’s discretion. An executive generally must remain employed through the vesting period to earn an award. Vesting for termination due to death, disability, retirement or change in control is discussed in the “Termination Payments and Benefits” section on page 80. Dividend equivalents accrue on both RPSR and RSR awards earned and will be paid upon distribution of the RPSRs and RSRs.

RESTRICTED PERFORMANCE STOCK RIGHTS

The Compensation Committee evaluates RPSR performance requirements each year to ensure they are aligned with our business objectives. For the 2021 RPSR grant, the Compensation Committee determined that for the NEOs, performance metrics would continue to be Relative Total Shareholder Return, Adjusted Cumulative FCF* and Operating RONA*, each equally weighted at 1/3. The current metrics and weightings reflect the Company’s continued emphasis on operational performance directly impacted by management decisions and behaviors, while maintaining strong alignment with shareholder interests. Based on the performance against these metrics, shares earned for 2021 RPSR grants can vary from 0% to 200% of the rights awarded.

Metric	Weighting	Rationale
Relative Total Shareholder Return	1/3	Aligns the interests of executives with shareholders.
Adjusted Cumulative FCF*	1/3	Focuses on cash generation to create shareholder value after investing in the business through capital expenditures.
Operating RONA*	1/3	Drives operational productivity through the efficient use of capital resources.

* This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

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2021 RPSR Performance Measures

RPSR Metrics	Calculation
Relative Total Shareholder Return	Relative TSR is measured by comparing cumulative stock price appreciation with reinvestment of dividends over the three-year period to the TSR Peer Group (50% of relative TSR portion of award) and to the S&P Industrials (50% of relative TSR portion of award), which comprises companies within the S&P 500 classified as Industrials, reflecting the range of similar investment alternatives available to our shareholders. To smooth volatility in the market, the TSR calculation is based on the average of the three-year returns for each of the 30 calendar days, starting from the grant date, to the last 30 days of the performance period. The maximum relative TSR payout is capped at 100% of target shares if the absolute TSR is negative, even if the relative TSR would have resulted in a higher score.
Adjusted Cumulative FCF*	Adjusted Cumulative FCF* focuses on cash generation after capital investments and is calculated as the aggregate Transaction-Adjusted Free Cash Flow before after-tax total pension funding*, which is adjusted to exclude unplanned reductions in CAS pension reimbursement, and include divestiture-related activity**, over a three-year period.
Operating RONA*	Operating RONA* is calculated as Adjusted Net Operating Profit After-Tax* (adjusted NOPAT*) divided by the two-year average of net operating assets, adjusted for a 2020 balance sheet change made in tax revenue recognition on certain long-term contracts, and divestiture-related activity**.

* This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

**    Divestiture-related activity impacting RPSRs is comprised of financial statement adjustments, where applicable, related to the completion of the IT services divestiture that were not known at the grant date. The divestiture-related activities include the gain, fees and taxes associated with the sale of IT services, held for sale reversal in 2020, and differential impacts related to the IT services divestiture in 2021. Differential impacts represent 11 months of plan-based margin and free cash flow estimates and plan-based net operating assets of the IT services business in 2021 that were included in the setting of the 2019 grant.

Recently Completed RPSR Performance Period (2019-2021)

In February 2019, when granting RPSRs to NEOs who were elected officers at the time of the grant, the Compensation Committee selected relative TSR, Adjusted Cumulative FCF* and Operating RONA*, equally weighted at 1/3, as the performance metrics for the awards and established the performance criteria for the awards as set forth in the table below. Based on the performance against these metrics, shares earned for 2019 RPSR grants can vary from 0% to 150% of the rights awarded.

		Performance Required to Score
RPSR Metrics	Weighting	Threshold 0%	Target 100%	Maximum 150%	2021 Score
Relative TSR - 2019 Performance Peer Group	1/3				25%
Relative TSR - S&P Industrials					11%
Adjusted Cumulative FCF*	1/3				50%
Operating RONA*	1/3				36%
RPSR Performance Factor					122%

* This metric is a non-GAAP financial measure. For more information, see “Appendix A - Use of Non-GAAP Financial Measures.”

In February 2022, the Compensation Committee reviewed performance for the January 1, 2019 to December 31, 2021 RPSR performance period. The combined weighted score for the metrics generated an overall performance score of 122%.

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In February 2022, the NEOs received payouts in stock with respect to the outstanding RPSR awards that were granted in February 2019 for the three-year performance period ending December 31, 2021 (as described further in footnote 3 of the Outstanding Equity Awards Table on page 72).

Other NEO Benefits

This section describes other benefits the NEOs receive. These benefits are not performance related and are designed to provide a competitive package for purposes of attracting and retaining the executive talent needed to achieve our business objectives. These benefits include retirement benefits, certain perquisites and severance arrangements.

Retirement Benefits

We maintain tax-qualified retirement plans (both defined benefit pension plans and defined contribution savings plans) that cover most of our workforce, including the NEOs. We also maintain nonqualified retirement plans that are available to our NEOs, which are designed to restore benefits that were limited under the tax-qualified plans or to provide supplemental benefits. Compensation, age and years of service factor into the amount of benefits provided under the plans. Thus, the plans are structured to reward and retain employees of long service and recognize higher performance levels as evidenced by increases in annual pay. The nonqualified supplemental defined benefit plans in which our NEOs participate were frozen as to pay and service as of December 31, 2014.

The Compensation Committee assesses aggregate benefits available to the NEOs and has previously imposed an overall cap, generally limited to no more than 60% of final average pay, on pension benefits for the NEOs (except for small variations due to contractual restrictions under the plans). Additional information about these retirement plans and the NEO benefits under these plans can be found in the Pension Benefits Table and Nonqualified Deferred Compensation Table, on pages 74 and 78, respectively.

Perquisites

Our NEOs are eligible for certain limited executive perquisites that include financial planning and income tax preparation, physical exams and personal liability insurance. The Compensation Committee believes these perquisites are common within the competitive market for total compensation packages for executives and are useful in attracting, retaining and motivating talented executives. Perquisites provided to the NEOs in 2021 are detailed in the Summary Compensation Table on page 69.

Security Arrangements

Given the nature of our business, we maintain a comprehensive security program. Executive protection, including residential and/or travel, is based on a risk assessment and may change based on the individual's profile. These security requirements are continuously assessed for each member and provided to the Board for informational purposes every three years. In selecting the level and form of protection, we and the Board consider security risks faced by those in our industry in general and security risks specific to our Company and its individuals. Based on security threat information obtained and an ongoing dialogue with law enforcement and security specialists, the Board has required that Ms. Warden and other NEOs receive varying levels of residential and travel protection.

Since we require this protection under a comprehensive security program and it is not designed to provide a personal benefit (other than the intended security), we do not view these security arrangements as compensation to the individuals. We report these security arrangements as perquisites as required under applicable SEC rules. In addition, we report them as taxable compensation to the individuals if they are not excludable from income as working condition fringe benefits under Section 132 of the Internal Revenue Code.

The Board has determined that the CEO should avoid traveling by commercial aircraft for purposes of security, rapid availability and communications connectivity during travel, and should use Company-provided aircraft for all air travel. If, as a result, the CEO uses Company-provided aircraft for personal travel, the costs of such travel are imputed as income and are subject to the appropriate tax reporting according to Internal Revenue Code regulations.

We regularly review the nature of the security threat and associated vulnerabilities with law enforcement and security specialists and will continue to adapt our security program as appropriate.

Severance Benefits

We maintain the Severance Plan for Elected and Appointed Officers of Northrop Grumman Corporation (Severance Plan), which is available to Ms. Warden and other NEOs who qualify and are approved to receive such benefits. The purpose of

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the Severance Plan is to help bridge the gap in an executive’s income and health coverage during a period of unemployment following termination, and to ensure certain benefits for the Company.

We do not maintain any change in control (CIC) severance plans. In addition, we do not provide excise tax gross-ups for any payments received upon termination after a change in control.

Upon a “qualifying termination” (defined below) the Company will provide severance benefits to eligible NEOs under the Severance Plan. Provided the NEO signs a release and agrees to certain restrictions, he or she may receive: (i) a lump sum severance benefit equal to one and one-half times annual base salary and target bonus, (ii) a prorated performance bonus for the year of termination, (iii) continued medical and dental coverage for the 18-month severance period, (iv) income tax preparation/financial planning fees for the year of termination and the following year and (v) outplacement expenses up to 15% of salary, all subject to management approval. The cost of providing continued medical and dental coverage is based upon current premium costs. The cost of providing income tax preparation and financial planning is capped for the year of termination and for the year following termination. The annual cap for the CEO is $30,000 and for the rest of the NEOs is $18,500.

A “qualifying termination” includes one of the following:

•involuntary termination, other than for cause or mandatory retirement; or

•election to terminate in lieu of accepting a downgrade to a non-officer position (i.e., good reason).

Change in Control Benefits

We do not maintain separate CIC programs or agreements. The only CIC benefits available to the NEOs are those described in the terms and conditions of the grants under the 2011 Long-Term Incentive Stock Plan (2011 Plan).

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Policies and Procedures

Stock Ownership Guidelines

We maintain stock ownership guidelines for our NEOs to further promote alignment of management and shareholder interests. These guidelines require that NEOs own Company stock with a value denominated as a multiple of their annual salaries, which can be accumulated over a five-year period from the date of hire or promotion into an elected officer position.

The guidelines are as follows:

Position	Stock Value as a Multiple of Base Salary
Chair and Chief Executive Officer
Other NEOs

Shares that satisfy the stock ownership guidelines include:

•Company stock owned outright;

•unvested RSRs; and

•the value of shares held in the Northrop Grumman Savings Plan or Northrop Grumman Financial Security and Savings Program.

Unvested RPSRs are not included in calculating ownership until they are converted to actual shares owned.

The Compensation Committee reviews compliance with our stock ownership guidelines on an annual basis. As of December 31, 2021, all NEOs were in compliance with the ownership guidelines. The Compensation Committee continues to monitor compliance and will conduct a full review again in 2022.

Stock Holding Requirements

We have holding period requirements for payouts from long-term incentive grants, further emphasizing the importance of sustainable performance and appropriate risk-management behaviors. Under this policy, NEOs are required to hold, for a period of three years, 50% of their net after-tax shares received from RPSR and RSR distributions. These restrictions generally continue following termination and retirement; however, shares acquired from RPSR distributions more than one year after separation from the Company are not subject to the holding requirement.

				SHAREHOLDER ALIGNMENT AND FOCUS ON LONG-TERM, SUSTAINABLE GROWTH
STOCK OWNERSHIP	+	STOCK HOLDING	=

Anti-Hedging and Anti-Pledging Policy

Company policy prohibits our NEOs and other elected officers from hedging or entering into margin transactions involving Company stock, and pledging Company securities as collateral for loans or other transactions. Additional information about our policy can be found in “Compensation of Directors - Stock Ownership Requirements and Anti-Hedging and Pledging Policy” on page 44.

Recoupment Policy

The Company’s recoupment policy provides that:

•the Board has discretion to recoup incentive compensation paid to an elected officer in the event of a restatement or if an elected officer engages in illegal conduct that causes significant financial or reputational harm to the Company;

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•the Board has discretion to recoup incentive compensation paid to the elected officer in the event the elected officer fails to report misconduct of another, or is grossly negligent in fulfilling his or her supervisory responsibilities to prevent such misconduct; and

•the CEO has discretion to recoup under similar circumstances incentive compensation provided to non-elected officers or other employees.

The Company’s recoupment policy applies to a three-year look back of performance-based annual or long-term, cash or equity incentive payments. It provides for certain disclosure in the event of recoupment, consistent with SEC and other legal requirements.

Risk Management

The Compensation Committee annually reviews our compensation programs and together with the Independent Compensation Consultant assesses potential compensation-related risks to the Company. Based on this assessment for 2021, the Compensation Committee determined that the risk profile is appropriate and substantial risk management features are incorporated into our compensation programs. This determination reflects the following conclusions from the detailed risk assessment:

•there is appropriate balance to mitigate compensation-related risk in the executive compensation programs' designs between fixed and variable pay, cash and stock components, annual and long-term measures, financial and non-financial measures and formulaic and discretionary decisions;

•there are appropriate policies in place to mitigate compensation-related risk, including the Compensation Committee’s and its advisor’s independence, transparent disclosure, officer stock ownership guidelines and holding period requirements, and hedging and recoupment policies; and

•there are no incentive or commission arrangements below the executive level that potentially encourage excessive risk-taking behavior.

Tax Deductibility of Pay

Section 162(m) of the Internal Revenue Code generally limits the annual tax deduction to $1 million per person for compensation paid to the Company’s "covered employees," defined to include the CEO, CFO, and the next three highest-paid NEOs excluding the CEO and CFO. The limitation also applies to individuals who were covered employees in any year after 2016.

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Compensation Committee Report

The Compensation Committee reviewed and discussed the CD&A with management. Based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement. The Board has approved the recommendation.

COMPENSATION COMMITTEE

Thomas M. Schoewe, Chair
David P. Abney
Donald E. Felsinger
Madeleine A. Kleiner
Karl J. Krapek
Gary Roughead

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Compensation Tables

Summary Compensation Table

Name & Principal Position	Year	Salary(1) ($)	Bonus ($)	Stock Awards(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($)	All Other Compensation(5) ($)	Total ($)
Kathy J. Warden Chair, Chief Executive Officer and President	2021	1,589,439	—	13,500,119	3,744,000	371,464	671,745	19,876,767
	2020	1,536,346	—	13,499,889	3,977,000	1,144,248	649,661	20,807,144
	2019	1,488,462	—	13,000,159