James S. Turley
NORTHROP GRUMMAN CORP /DE/About James S. Turley
Independent director of Northrop Grumman since February 2015; age 69. Former Chairman and Chief Executive Officer of Ernst & Young (EY) from 2001–2013, where he built deep finance, accounting, and risk oversight expertise; designated an Audit Committee Financial Expert at NOC. Current committee assignments: Audit and Risk Committee; Nominating and Corporate Governance Committee. Current public company boards include Citigroup (director), Emerson Electric (Independent Chair), and Precigen (director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Chairman & CEO | 2001–2013 | Led global audit/assurance organization; deep experience in finance, accounting, and risk management |
| Ernst & Young (EY) | Deputy Chairman | 2000–2001 | Senior leadership/oversight |
| Ernst & Young (EY) | Various positions | 1977–2000 | Progressive leadership roles; broad business management experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Citigroup | Director | Current | Large, regulated financial institution board experience |
| Emerson Electric | Independent Chair | Current | Independent board leadership role |
| Precigen, Inc. | Director | Current | Public company directorship |
| Kohler Co. | Director | Selected directorship | Private company board (listed as selected directorship) |
| St. Louis Trust & Family Office | Director | Selected directorship | Private fiduciary/wealth management board (selected directorship) |
Board Governance
- Committee assignments: Audit and Risk Committee (qualifies as Audit Committee Financial Expert); Nominating and Corporate Governance Committee .
- Meeting cadence and attendance: Board held 9 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; average Board/committee attendance exceeded 97%; all directors attended the 2024 Annual Meeting .
- Independence: Board affirmatively determined all directors except the CEO are independent; review considered ordinary-course payments to organizations where directors serve; amounts below applicable thresholds. Turley is independent and also served on boards of organizations receiving charitable contributions under programs capped at $10,000 per director .
- Security clearance requirement: Directors must obtain Top Secret clearance within 12 months of election; failure requires tendered resignation for Board consideration .
- Overboarding policy: Independent directors may not serve on more than three other public company boards (excluding NOC); the Board’s 2024 review found all directors in compliance. Turley currently serves on three other public boards, which is within the policy cap .
Fixed Compensation (Director pay)
| Component (2024) | Amount | Terms/Notes |
|---|---|---|
| Annual Cash Retainer | $158,138 (paid to Turley) | Includes base retainer and applicable committee retainers (Audit & Risk Committee retainer is $15,000) |
| Equity (Deferred Stock Units) | $182,500 (grant-date fair value to Turley) | Annual equity grant; deferred stock units under 2024 LTIP |
| All Other Compensation | $3,343 (Turley) | Dividend equivalent credits and any matched gifts per program limits |
| Total (Turley) | $343,981 | Sum of the above |
| Fee schedule change (effective 5/15/2024) | Cash retainer increased from $140,000 to $145,000; Annual equity grant from $175,000 to $182,500 | Approved May 2024 |
Additional program features:
- Directors may defer cash retainers into Elective Stock Units or alternative options; dividend equivalents accrue on stock units .
- Stock ownership guidelines for directors: 5× the annual cash retainer; anti-hedging and anti-pledging policy applies to directors; none of directors’ shares are pledged or hedged .
Performance Compensation
Directors do not receive performance-based bonuses or options at NOC. Annual equity is time-based deferred stock units (DSUs) with the following terms:
- 2023 grant: Automatic Stock Units granted May 17, 2023; vested May 17, 2024 .
- 2024 grant: Automatic Stock Units granted July 31, 2024; vest May 15, 2025 .
No explicit performance metrics (e.g., revenue, EBITDA, TSR) apply to director compensation at NOC; equity is structured to align interests via stock ownership and holding .
Other Directorships & Interlocks
| Company | Relationship to NOC | Governance/Conflict Notes |
|---|---|---|
| Citigroup; Emerson Electric; Precigen | None disclosed as related-party transactions | Independence review considered ordinary-course payments to organizations where directors serve; amounts below NYSE and company thresholds; Turley determined independent . |
Expertise & Qualifications
- Finance/accounting and audit oversight; Audit Committee Financial Expert designation .
- Risk management and governance experience developed as EY Chairman & CEO and through multiple audit committee roles .
- Broad public board experience, including independent board chair role and service at large, regulated and industrial companies .
Equity Ownership
| Holder | Shares Beneficially Owned | Share Equivalents (DSUs/Plan) | Total | % Outstanding |
|---|---|---|---|---|
| James S. Turley | 635 | 5,277 | 5,912 | <1% (144,138,702 shares outstanding as of 3/21/2025) |
Deferred Stock Units accumulated (all years of service, as of 12/31/2024): 5,254 Automatic Stock Units; no Elective Stock Units reported for Turley .
Ownership policy and alignment: Directors must hold 5× cash retainer; DSUs count toward guidelines; hedging and pledging are prohibited; no director shares are pledged .
Governance Assessment
- Strengths:
- Independent director with deep audit and risk credentials; designated Audit Committee Financial Expert, reinforcing financial reporting oversight quality .
- Strong engagement: Board/committee attendance standards met; Board-wide average attendance >97%; robust executive sessions and committee structures .
- Alignment: Material equity in the form of deferred stock units; ownership guidelines (5× retainer) and strict anti-hedging/pledging policy support shareholder alignment .
- Watchpoints:
- Overboarding exposure: Serves on three other public boards (Citi, Emerson Electric as Independent Chair, Precigen), placing him at NOC’s policy cap; continued monitoring of time commitments and potential interlocks is prudent, though the Board affirmed compliance and independence after review .
- Conflicts/related-party:
- No related-person transactions disclosed for Turley. Independence review considered ordinary-course payments and charitable contributions related to organizations where directors serve; all below thresholds and independence affirmed .
Net takeaway: Turley brings heavyweight audit and governance expertise, helpful for the Audit and Risk Committee. His equity-based director pay and ownership requirements bolster alignment. Overboarding is at the stated limit but within NOC policy and reviewed annually; independence affirmed by the Board .