Arvind Krishna - Director | NORTHROP GRUMMAN CORP /DE/ (NOC) Executive Profile & Compensation

About Arvind Krishna

Arvind Krishna, age 62, is an independent director of Northrop Grumman (NOC) since November 2022 and serves as Chairman and Chief Executive Officer of IBM, where he led the IBM Cloud & Cognitive Software unit and architected the Red Hat acquisition; he previously directed IBM Research and held senior roles in Systems & Technology and data-related businesses . At NOC, he is a member of the Compensation and Human Capital Committee and the Policy Committee . The Board has affirmatively determined that all directors other than the CEO are independent, and directors are required to obtain and retain a top secret security clearance within 12 months of election .

Past Roles

Organization	Role	Tenure	Committees/Impact
IBM	Chairman of the Board	Dec 2020 – present	Strategic leadership; technology and AI expertise
IBM	Chief Executive Officer	Apr 2020 – present	Led transformation and capital deployment; rTSR alignment at IBM not disclosed here
IBM Cloud & Cognitive Software	Business Unit Lead	2017 – Apr 2020	Architected Red Hat acquisition to accelerate hybrid cloud
IBM Research	Director	2015 – 2020	Advanced AI/computing R&D oversight
IBM Systems & Technology Group	General Manager	Prior to 2015 (date not specified)	Development and manufacturing leadership

External Roles

Organization	Role	Tenure	Notes
IBM	Chairman & CEO	2020–present	Active operating executive & board chair
Federal Reserve Bank of New York	Director	Date not specified	Public policy/financial oversight exposure
US-India Strategic Partnership Forum	Director	Date not specified	International relations and policy network

Board Governance

Committee assignments: Compensation and Human Capital Committee (7 meetings in 2024) and Policy Committee (4 meetings in 2024) .
Independence: Board determined all directors other than the CEO are independent (≈92% independent) .
Attendance and engagement: In 2024 the Board held nine meetings; each director attended 75%+ of meetings, with average attendance over 97%; directors attended the 2024 Annual Meeting .
Lead Independent Director framework: Robust responsibilities for the LID (currently Madeleine Kleiner) including executive sessions, agenda setting, shareholder engagement, and director evaluations .
Security clearance requirement: Each director must obtain and retain top secret clearance; resignation is tendered if not obtained/retained .
Overboarding control: Policy reviews outside time commitments annually; independent directors limited to no more than three other public company boards absent consent; process to preclear new commitments via General Counsel .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$145,000 (effective 5/15/2024)	Paid quarterly in arrears
Committee chair fees	$25,000 (if chair; Krishna is not a chair)	—
Audit & Risk Committee retainer	$15,000 (for members of Audit; Krishna is not an Audit member)	—
Lead Independent Director retainer	$50,000 (if LID; Krishna is not LID)	—

2024 director compensation (reported amounts):

Name	Cash Fees ($)	Stock Awards ($)	All Other ($)	Total ($)
Arvind Krishna	143,138	182,500	134	325,772

Program design:

Annual equity grant: $182,500 in deferred stock units (Automatic Stock Units) under the 2024 LTIP, granted 7/31/2024, vesting 5/15/2025; elections available for deferral and payout timing .
Stock ownership requirement: Non-employee directors must own at least five times the annual cash retainer within five years; anti-hedging/anti-pledging policy prohibits hedging, margin transactions, pledging, and short sales; none of directors’ shares are pledged .

Performance Compensation

Performance metrics tied to director pay	Disclosure
None (director equity grants are deferred stock units without performance conditions)	Equity grants vest per plan terms; no performance vesting disclosed for directors

Other Directorships & Interlocks

Entity	Role	Interlock/Notes
IBM	Chairman & CEO	Another NOC director (Marianne C. Brown) sits on IBM’s board, indicating a shared directorship network . The Board’s independence review considered ordinary-course payments to organizations where directors serve, and determined all directors (except CEO) are independent; amounts were below thresholds .

No compensation committee interlocks: NOC’s Compensation and Human Capital Committee disclosed no related-person transactions or interlocks in 2024 .

Expertise & Qualifications

Technology and cybersecurity: Deep experience in AI, computing, digital transformation, and manufacturing; supports oversight of cyber risk and tech differentiation .
Senior leadership and governance: Extensive global leadership as a large-cap CEO/chair; complements Board skills in risk oversight and corporate governance .
International and policy exposure: Roles at Federal Reserve Bank of New York and US-India forum inform geopolitical and regulatory perspectives .

Equity Ownership

Beneficial ownership (as of March 21, 2025):

Holder	Shares Owned	Share Equivalents	Total
Arvind Krishna	—	1,578	1,578

Director deferred stock units (as of December 31, 2024):

Name	Automatic Stock Units	Elective Stock Units	Total
Arvind Krishna	963	608	1,571

Insider trades (Form 4 events for Arvind Krishna at NOC):

Transaction Date	Type	Shares Transacted	Price ($)	Post-Transaction Holdings	SEC Link
2025-09-30	Award (A)	59	609.32	2,184	https://www.sec.gov/Archives/edgar/data/1133421/000162828025043376/0001628280-25-043376-index.htm
2025-06-30	Award (A)	73	499.98	2,116	https://www.sec.gov/Archives/edgar/data/1133421/000162828025033793/0001628280-25-033793-index.htm
2025-05-21	Award (A)	385	473.90	2,034	https://www.sec.gov/Archives/edgar/data/1133421/000162828025027290/0001628280-25-027290-index.htm
2025-03-31	Award (A)	71	512.01	1,649	https://www.sec.gov/Archives/edgar/data/1133421/000162828025015989/0001628280-25-015989-index.htm
2024-12-31	Award (A)	77	469.29	1,571	https://www.sec.gov/Archives/edgar/data/1133421/000162828025000019/0001628280-25-000019-index.htm
2024-09-30	Award (A)	69	528.07	1,488	https://www.sec.gov/Archives/edgar/data/1133421/000162828024041753/0001628280-24-041753-index.htm

Note: Director awards reflect periodic grants and deferred stock unit accruals; holdings increased with each award filing (Form 4 data).

Governance Assessment

Strengths: Independent status with technology/cyber expertise; active committee service on Compensation (human capital risk, pay oversight) and Policy (sustainability, human rights, geopolitical risk); robust Board frameworks (LID authority, security clearance, annual self-assessments) . High say-on-pay support provides broader confidence in pay governance (3-year average 96%; 2024 approval 94%) .
Alignment: Director pay balanced between cash and equity; ownership requirements (5x retainer) and anti-hedging/anti-pledging enhance alignment; no director pledging .
Interlocks/Conflicts: Shared directorship with IBM (Krishna as Chair/CEO; Brown as director) raises potential information-flow considerations; however the Board’s independence review explicitly assessed ordinary-course relationships and affirmed independence; no compensation committee interlocks disclosed .
Policies: Comprehensive recoupment policy beyond NYSE/SEC minimums (no-fault restatement recovery; discretionary recovery for illegal conduct, gross negligence, failure to report misconduct; 3-year lookback); Board recommended against broadening triggers in Proposal 4 citing clarity and discretion needs .
Risk indicators: No related person transactions disclosed for Krishna; 2024 related-person disclosure referenced one executive family member outside Krishna; directors’ securities not hedged/pledged .

Overall, Krishna’s profile strengthens Board oversight on technology, cyber, and strategic capital deployment while maintaining independence and attendance expectations; monitoring the IBM shared directorship network and continued compliance with director ownership guidelines is prudent for investors .