ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 16, 2021, the Compensation Committee and the Board of Directors of Northrop Grumman Corporation (the "Company") approved the following compensation-related actions for the Company's named executive officers.

•Approved the 2021 goals under the Incentive Compensation Plan (the "ICP"). The financial metrics selected for inclusion in the ICP (and their relative weightings) are as follows: cash flow from operations before discretionary pension funding (35%); segment operating income growth (35%); net income growth* (15%); and operating margin rate* (15%).

•Awarded Restricted Performance Stock Rights ("RPSR") for the performance period 2021-2023 and approved the metrics for such RPSR awards (and their relative weightings), which will be measured in terms of cumulative free cash flow (1/3); operating return on net assets (1/3); and relative total shareholder return (1/3), and increasing the maximum payout of the RPSR awards granted from 150% to 200%. The Board of Directors also approved the award of Restricted Stock Rights ("RSR") that will vest on February 16, 2024. Of the awards granted, 70% were comprised of RPSRs and 30% were comprised of RSRs. Similar to prior years, the Compensation Committee did not award any stock options. Other than as described in this Item 5.02, there are no material changes from 2020 in the terms of the 2021 RPSR and RSR awards for the named executive officers. ___________________________ * Adjusted for net pension, purchased intangible amortization and certain other merger-related items.

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