Ann M. Fudge
NORTHROP GRUMMAN CORP /DE/About Ann M. Fudge
Ann M. Fudge, age 73, has served as an independent director of Northrop Grumman since March 2016. She is a former Chairman and CEO of Young & Rubicam Brands (WPP) and held multiple president roles at Kraft Foods from 1986–2001, bringing deep leadership, consumer, and international experience to the board. She serves on the Audit and Risk Committee and the Policy Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Young & Rubicam Brands (WPP Group PLC) | Chairman & CEO | May 2003 – Dec 2006 | Led a global marketing group; extensive multinational leadership |
| Kraft Foods | President, Beverages, Desserts & Post Divisions; President, Maxwell House Coffee and Kraft General Foods | 1986 – 2001 | Ran large consumer business units; talent development focus |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| WGBH Public Media | Chair, Board of Trustees | Former | Governance leadership in major nonprofit media |
| Brookings Institution | Senior Trustee | Current | Policy and governance expertise |
| Catalyst Partners Acquisition Corp. | Director | Former (within last five years) | SPAC board experience |
| Novartis AG | Director | Former (within last five years) | Large-cap pharma board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined all directors except the CEO are independent; Fudge is independent |
| Committees | Audit & Risk Committee (9 meetings in 2024); Policy Committee (4 meetings in 2024) |
| Attendance | In 2024, each director attended ≥75% of Board and committee meetings; average attendance >97%; all directors attended the 2024 Annual Meeting |
| Tenure | Director since March 2016 |
| Lead Independent Director | Madeleine A. Kleiner; robust LID responsibilities including executive sessions and shareholder engagement |
| Overboarding Policy | Independent directors limited to ≤3 other public boards (without Chair, Nominating & Corporate Governance consent) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $145,000 | Effective May 15, 2024 (prior: $140,000) |
| Audit & Risk Committee Retainer | $15,000 | Additional annual fee |
| Committee Chair Retainer | $25,000 | Only for chairs; Fudge is not a chair |
| Lead Independent Director Retainer | $50,000 | Only for LID; Fudge is not LID |
| Annual Equity Grant (Directors) | $182,500 | Deferred stock units (Automatic Stock Units) |
| 2024 Director Compensation (Ann M. Fudge) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 158,138 |
| Stock Awards | 182,500 |
| All Other Compensation (incl. dividend equivalents, matching gifts) | 12,598 |
| Total | 353,236 |
Key program features:
- 2024 director equity grant was made July 31, 2024; vests May 15, 2025; directors may elect deferral timing; dividend equivalents accrue until distribution .
- Anti-hedging/anti-pledging applies to directors; none of directors’ shares are pledged or hedged .
- Stock ownership requirement for directors: 5x annual cash retainer to be met within five years of election (deferred units count) .
Performance Compensation
Directors do not receive performance-based equity or cash incentives; non-employee director compensation is cash retainer plus time-based deferred stock units under the Director Program. No performance metrics apply to director compensation.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | In 2024, Compensation & Human Capital Committee members had no relationships constituting related person transactions or interlocks; Fudge is not a member |
| External Relationships Review | Board annually reviews directors’ outside commitments and potential conflicts; prior notice and approval required for new roles |
Expertise & Qualifications
- Former CEO and division president roles provide senior leadership, governance, international, and human capital experience.
- Significant public company board experience across diverse industries (marketing, pharma, SPAC).
Equity Ownership
| Measure | Value |
|---|---|
| Beneficially Owned Shares (as of Mar 21, 2025) | 1,178 |
| Share Equivalents (deferred stock units) | 4,229 |
| Total (shares + equivalents) | 5,407 |
| Deferred Stock Units (as of Dec 31, 2024) | Automatic Stock Units: 3,679; Elective Stock Units: 532; Total: 4,211 |
Policy context:
- Directors must hold 5x cash retainer within five years; deferred units count toward guideline; anti-hedging/anti-pledging enforced.
Governance Assessment
- Independence and attendance: Fudge is independent; met ≥75% attendance; Board and committee processes emphasize executive sessions, risk oversight, and shareholder engagement—positive for investor confidence.
- Committee assignments: Audit & Risk and Policy committees align with her governance and risk oversight experience; both committees met frequently in 2024 (9 and 4 times), reinforcing engagement.
- Compensation and alignment: Director pay targets market median; equity paid as deferred stock units encourages long-term alignment; robust ownership requirement and anti-hedging/pledging reduce misalignment risk.
- Conflicts/related party exposure: No Fudge-specific related person transactions disclosed; Board operates a pre-approval policy and annual conflict review; overall low conflict risk signal.
- Shareholder signals: High say-on-pay support (94% in 2024; 3-year average 96%) and active engagement program indicate constructive governance environment.
RED FLAGS: None disclosed for Fudge regarding pledging/hedging, related-party transactions, attendance shortfalls, or compensation anomalies.