Kimberly A. Ross
NORTHROP GRUMMAN CORP /DE/About Kimberly A. Ross
Independent director since March 2023 (Age 59), Ross is a former public-company CFO with deep financial reporting, internal controls, and international operating experience. She served as CFO of WeWork (Mar–Oct 2020), Baker Hughes (2014–2017), Avon Products (2011–2014), and Royal Ahold N.V. (2007–2011), and is designated an Audit Committee Financial Expert on NOC’s board . She currently serves on the Audit & Risk Committee and the Policy Committee; NOC’s board determined she is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WeWork | Chief Financial Officer | Mar–Oct 2020 | Former public-company CFO |
| Baker Hughes Company | Senior Vice President & CFO | 2014–2017 | Energy industry CFO role |
| Avon Products, Inc. | EVP & CFO | 2011–2014 | Global consumer products |
| Royal Ahold N.V. | EVP & CFO | 2007–2011 | International retail; prior senior management positions at Ahold |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| The Cigna Group | Director | Current | Public company board service |
| KKR & Co. Inc. | Director | Current | Public company board service |
| Nestlé S.A. | Director | Former (to April 2024) | Ended by April 2024 |
| KKR Acquisition Holdings I Corp. | Director | Former (within last 5 years) | SPAC board |
| PQ Group Holdings Inc. | Director | Director (former within last 5 years) | Chemicals/materials |
Board Governance
- Committee assignments and responsibilities:
- Audit & Risk Committee – Member; designated Audit Committee Financial Expert. The committee oversees financial reporting integrity, enterprise risk management, cybersecurity risk, internal controls, independent auditor, ethics/compliance; 9 meetings in 2024 .
- Policy Committee – Member; oversees sustainability, environmental policy (including climate), human rights, health & safety, corporate social responsibility, political contributions; 4 meetings in 2024 .
- Independence: Board affirmed all directors except the CEO are independent, including Ross; the board’s review noted ordinary-course payments to organizations where some directors serve (including Ross) were below applicable thresholds .
- Attendance and engagement: In 2024 the board held nine meetings; each director attended at least 75% of applicable meetings, average attendance exceeded 97%, and all directors attended the 2024 Annual Meeting .
- Board leadership: Chair/CEO is Kathy Warden; Lead Independent Director is Madeleine A. Kleiner with robust responsibilities (agenda-setting for independent sessions, liaison role, shareholder engagement, evaluations) .
Fixed Compensation
- Director fee schedule (change effective May 15, 2024)
| Component | 1/1/24–5/15/24 | 5/15/24–12/31/24 |
|---|---|---|
| Annual Cash Retainer | $140,000 | $145,000 |
| Lead Independent Director Retainer | $50,000 | $50,000 |
| Committee Chair Retainer | $25,000 | $25,000 |
| Audit & Risk Committee Retainer | $15,000 | $15,000 |
| Annual Equity Grant | $175,000 (2011 Plan) | $182,500 (2024 Plan) |
- Kimberly A. Ross – 2024 director compensation
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $158,138 |
| Stock Awards | $182,500 |
| All Other Compensation | $10,074 (includes $10,000 matching gifts) |
| Total | $350,712 |
Performance Compensation
Directors receive time-based annual equity grants (Automatic Stock Units), not performance-conditioned awards. Deferral elections are available; dividend equivalents accrue until payout .
| Grant Date | Instrument | Grant Value | Vesting Date |
|---|---|---|---|
| May 17, 2023 | Automatic Stock Units | $175,000 | May 17, 2024 |
| July 31, 2024 | Automatic Stock Units | $182,500 | May 15, 2025 |
Other Directorships & Interlocks
- Current public boards: The Cigna Group; KKR & Co. Inc. . Former: Nestlé S.A. (to April 2024); KKR Acquisition Holdings I Corp.; PQ Group Holdings Inc. .
- Independence/conflict review: The board annually reviews director relationships; for 2024 it noted certain ordinary-course payments involving organizations where directors serve (including Ross) were below NYSE and company thresholds; independence was affirmed .
- Overboarding policy: Independent directors may not serve on more than three other public company boards (in addition to NOC); the board affirmed compliance in 2024. Ross serves on two other public boards, within the policy .
Expertise & Qualifications
- Financial reporting and internal audit processes; multi-company CFO experience; substantial senior leadership and international business experience; designated Audit Committee Financial Expert .
Equity Ownership
- Deferred Stock Units (as of Dec 31, 2024)
| Type | Units |
|---|---|
| Automatic Stock Units | 854 |
| Elective Stock Units | — |
| Total DSUs | 854 |
- Beneficial ownership (as of March 21, 2025)
| Shares of Common Stock | Share Equivalents | Total |
|---|---|---|
| 0 | 857 | 857 |
- Alignment policies: Directors must own stock equal to 5x the annual cash retainer within 5 years of election; anti-hedging and anti-pledging policies apply; none of the directors’ shares are pledged .
Governance Assessment
-
Strengths
- Deep CFO pedigree and audit expertise; designated Audit Committee Financial Expert, enhancing financial oversight on Audit & Risk .
- Independence affirmed; board has structured conflict reviews and strong governance (Lead Independent Director, executive sessions, robust ERM) supporting board effectiveness .
- Director compensation aligned with peers; meaningful equity paid as DSUs promotes long-term alignment; strict anti-hedging/pledging and ownership guidelines .
-
Watch items
- Multi-board service: Ross serves on two other public boards; currently within NOC’s overboarding limits, but workload should be monitored as committee demands (Audit & Risk, Policy) are material .
- External affiliations: Board noted ordinary-course payments to organizations where some directors serve (including Ross) below thresholds; continue monitoring for potential related-party exposures; no Ross-specific related-person transactions disclosed .
- Career context: Brief WeWork CFO tenure (Mar–Oct 2020) may draw investor scrutiny; NOC’s board nonetheless cites her extensive CFO and international experience and affirmed independence .