David P. Abney
NORTHROP GRUMMAN CORP /DE/About David P. Abney
David P. Abney, age 69, is an independent director of Northrop Grumman, serving since June 2020. He is the former Executive Chairman and CEO of UPS, with deep expertise in global logistics, international operations, and leading large multinational teams; at Northrop Grumman he chairs the Compensation and Human Capital Committee and serves on the Nominating and Corporate Governance Committee . The Board has affirmatively determined Abney is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | Executive Chairman of the Board | Mar 2016 – Sep 2020 | Oversaw board; post-CEO transition leadership |
| United Parcel Service (UPS) | Chief Executive Officer | Sep 2014 – Jun 2020 | Led multinational logistics enterprise; global operations |
| United Parcel Service (UPS) | Chief Operating Officer | 2007 – 2014 | Enterprise operations leadership |
| UPS International | SVP & President | 2003 – 2007 | International growth & operations |
External Roles
| Organization | Role | Status | Tenure/Notes |
|---|---|---|---|
| Freeport-McMoRan Inc. | Director | Current | Public company board |
| Target Corporation | Director | Current | Public company board |
| UPS | Executive Chairman | Former | Public company director (as Executive Chair) |
| Macy’s, Inc. | Director | Former | Public company board within last five years |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Committee; Member, Nominating and Corporate Governance Committee .
- Committee meeting cadence: Compensation and Human Capital Committee met 7 times in 2024; Nominating and Corporate Governance met 5 times .
- Independence: Board determined all directors except the CEO (Chair) are independent; independence review explicitly considered Abney’s external board service with counterparties and found relationships below thresholds .
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings; average attendance exceeded 97%; all directors attended the 2024 Annual Meeting. The Board and committees hold regular executive sessions; Lead Independent Director presides over independent director sessions .
- Committee scope signals: As CHC Chair, Abney oversees compensation risk assessments, executive pay metrics (financial and non‑financial), stock ownership guidelines, recoupment policies, non‑employee director pay recommendations, and annual consultant evaluations .
| Committee | Role | 2024 Meetings | Scope Highlights |
|---|---|---|---|
| Compensation & Human Capital | Chair | 7 | Risk assessment of comp programs; approves officer pay and incentive metrics; recommends non‑employee director pay; oversees human capital risks; stock ownership guidelines; recoupment policy; prepares CHC report |
| Nominating & Corporate Governance | Member | 5 | Board composition/succession; governance policies; shareholder/proxy advisory engagement; director evaluations; service limits review |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 168,138 | 182,500 | 12 | 350,650 |
- Cash fees include annual cash retainer plus applicable committee and chair retainers; directors may elect to defer cash into deferred stock units or investment options .
- Stock awards represent Automatic Stock Units (ASUs) with grant-date fair value under ASC 718; dividend equivalents accrue on units .
Performance Compensation
- Director equity awards are time-based deferred stock units; no performance-conditioned PSUs or options are disclosed for non‑employee directors. As of Dec 31, 2024, Abney held 380 Automatic Stock Units; no Elective Stock Units .
| Deferred Stock Units | Automatic Stock Units | Elective Stock Units | Total |
|---|---|---|---|
| Balance as of Dec 31, 2024 | 380 | — | 380 |
- As CHC Chair, Abney oversees executive incentive metrics. 2024 executive incentive outcomes: AIP payout 148% and LTIP payout 107% of target, reflecting performance vs. 2024 goals; non‑financial metrics included People Inclusion and Belonging, Environmental Sustainability, and Customer Quality/Satisfaction .
| Executive Incentive Metrics (Company-level, overseen by CHC) | 2024 Target Structure | 2024 Outcome |
|---|---|---|
| Annual Incentive Plan (AIP) | Financial + non‑financial (People, Environment, Customer) | 148% payout |
| Long‑Term Incentive Plan (LTIP) | Financial performance metrics (company disclosed payout %) | 107% payout |
| Governance Controls | Stock ownership guidelines; 3‑year holding for 50% of vested shares; recoupment policy; no hedging/pledging | In effect |
Other Directorships & Interlocks
- CHC interlocks: The proxy states no CHC member (including Abney) was an officer/employee of NOC or engaged in related person transactions or an executive of another entity where NOC’s executive served on that board in a way that would create a compensation committee interlock in 2024 .
- Independence review explicitly considered directors serving at companies with which NOC does ordinary-course business; amounts were below thresholds and independence was affirmed .
Expertise & Qualifications
- Expertise: International operations, global logistics, talent management, leading global teams; significant board experience including non‑executive chair .
- Board leadership: CHC Chair and member of governance committee; contributes to executive pay structure, risk oversight, and human capital governance .
- Say-on-Pay signal: Company reports 96% three-year average say‑on‑pay support, indicating investor confidence in compensation programs overseen by CHC .
Equity Ownership
| As of | Shares Beneficially Owned | Share Equivalents (Deferred Units) | Total | Shares Outstanding | Ownership % |
|---|---|---|---|---|---|
| Mar 21, 2025 | 1,701 | 382 | 2,083 | 144,138,702 | ~0.0014% (calc. from cited figures) |
- None of the named individuals holds more than 1% of outstanding shares; total directors and officers as a group hold ~0.23% .
Governance Assessment
- Positives: Strong independence affirmation; CHC led by an experienced former CEO; robust governance features (recoupment policy, ownership guidelines, anti‑hedging/pledging); high say‑on‑pay support; high board and committee attendance; structured executive sessions; clear CHC risk oversight role .
- Alignment: Director pay includes a meaningful equity component ($182.5k in ASUs vs $168.1k cash in 2024), supporting shareholder alignment through ownership and deferred units .
- Conflicts/Red Flags: Independence review identified ordinary-course relationships but below thresholds; proxy reports no CHC interlocks and no related-person transactions for CHC members; no pledging/hedging allowed, mitigating alignment risks .
- Watch items: Abney sits on boards of companies that could be customers/suppliers; continued monitoring of ordinary-course transactions and charitable contributions is prudent, though current levels are below independence thresholds . Shareholder proposal to enhance clawback policy is on 2025 ballot (Board recommends “Against”), indicating ongoing investor focus on recoupment rigor .