0001628280-23-034438.txt : 20231016 0001628280-23-034438.hdr.sgml : 20231016 20231016161951 ACCESSION NUMBER: 0001628280-23-034438 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231009 FILED AS OF DATE: 20231016 DATE AS OF CHANGE: 20231016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fleming Robert J. CENTRAL INDEX KEY: 0001995165 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 231327538 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHROP GRUMMAN CORP /DE/ CENTRAL INDEX KEY: 0001133421 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 800640649 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE STREET 2: C/O NORTHROP GRUMMAN CORP CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 703-280-2900 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE STREET 2: C/O NORTHROP GRUMMAN CORP CITY: FALLS CHURCH STATE: VA ZIP: 22042 FORMER COMPANY: FORMER CONFORMED NAME: NNG INC DATE OF NAME CHANGE: 20010129 3 1 wk-form3_1697487581.xml FORM 3 X0206 3 2023-10-09 0 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001995165 Fleming Robert J. 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 0 1 0 0 CVP and Pres. Space Systems Common Stock 3978 D Restricted Stock Rights Common Stock 823 D Restricted Performance Stock Rights Common Stock 1844 D Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation and Human Capital Committee, cash or a combination of cash and Issuer common stock. Total amount includes (i) 294 unvested RSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/16/21 that will vest on 2/16/24; (ii) 265 RSRs granted under the LTISP on 2/15/22 that will vest on 2/18/25; and (iii) 264 RSRs granted under the LTISP on 2/16/23 that will vest on 2/17/26. Grants awarded pursuant to Rule 16b-3(d). Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). Total amount includes (i) 647 unvested RPSRs granted under the LTISP on 2/16/21 with a measurement period ending on 12/31/23; (ii) 580 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24; and (iii) 617 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. Grants awarded pursuant to Rule 16b-3(d). /s/ Jennifer C. McGarey, Attorney-in-Fact 2023-10-16 EX-24.1 2 poafleming.htm EX-24.1 Document

POWER OF ATTORNEY


    KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Sheila C. Cheston and Jennifer C. McGarey, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)    execute for and on behalf of the undersigned, in the undersigned’s capacity as officer of Northrop Grumman Corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of September, 2023.


                        /s/ Robert J. Fleming
                        Robert J. Fleming