Madeleine A. Kleiner
NORTHROP GRUMMAN CORP /DE/About Madeleine A. Kleiner
Madeleine A. Kleiner, age 73, is Northrop Grumman’s Lead Independent Director (designated since December 2022) and has served on NOC’s board since October 2008. A former Executive Vice President, General Counsel, and Corporate Secretary of Hilton Hotels Corporation, she brings deep governance, legal, risk management, and M&A expertise, including prior senior roles at H.F. Ahmanson & Co./Home Savings of America and as a partner at Gibson, Dunn & Crutcher advising boards on governance and transactions . The board has affirmatively determined she is independent under NYSE and NOC categorical standards; 92% of NOC’s board is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Hotels Corporation | Executive Vice President, General Counsel & Corporate Secretary | Jan 2001 – Feb 2008 | Led corporate governance, securities, risk management, Sarbanes-Oxley controls |
| H. F. Ahmanson & Co./Home Savings of America | Senior EVP, Chief Administrative Officer & General Counsel | 1995 – 1998 | Oversight of corporate governance and risk functions |
| Merrill Lynch mutual funds (Hotchkis & Wiley) | Director | 1999 – 2001 | Board oversight for mutual fund complex |
| Gibson, Dunn & Crutcher | Partner (Corporate) | Pre-1995 | Advised boards on M&A, governance, securities compliance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Jack in the Box Inc. | Director | Current | Public company directorship |
| Ladies Professional Golf Association (LPGA) | Board member | Current | Non‑profit governance role |
Board Governance
- Lead Independent Director responsibilities include authority to call/agenda executive sessions, chair meetings without the Chair present, serve as liaison to independent directors, meet with shareholders, interview board candidates, coordinate committee leadership/membership, lead annual CEO/Chair evaluations, and oversee board/committee performance reviews .
- Committees (all independent): Kleiner serves on Compensation & Human Capital and Nominating & Corporate Governance; not on Audit & Risk or Policy .
- Attendance: The board held nine meetings in 2024; each director attended ≥75% of their board/committee meetings; average attendance exceeded 97%. Directors attended the 2024 annual meeting .
- Independence/overboarding: Independent under NYSE and NOC standards, with policies limiting service to no more than three other public boards; directors’ outside commitments reviewed annually and were compliant in 2024 .
| Committee | Membership | Chair? | 2024 Meetings |
|---|---|---|---|
| Compensation & Human Capital | Member | No | 7 |
| Nominating & Corporate Governance | Member | No | 5 |
| Audit & Risk | Not a member | — | 9 |
| Policy | Not a member | — | 4 |
Fixed Compensation
- 2024 director fees: Cash $193,138; stock awards (Automatic Stock Units) $182,500; other compensation $35,395; total $411,033 .
- Fee structure (effective May 15, 2024): Annual cash retainer $145,000; Lead Independent Director retainer $50,000; Committee chair retainer $25,000; Audit & Risk Committee retainer $15,000; Annual equity grant $182,500 (deferred stock units) .
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $193,138 | Includes base retainer and role-based fees |
| Stock Awards | $182,500 | Grant value of Automatic Stock Units |
| All Other Compensation | $35,395 | Dividend equivalents/matching gifts (education) |
| Total | $411,033 | Sum of components for FY2024 |
Performance Compensation
NOC does not grant stock options to directors; director equity is delivered as deferred stock units with time-based vesting and dividend equivalents, aligning director interests with shareholders (no performance metrics apply to director equity grants) .
| Equity Program Feature | Detail |
|---|---|
| Annual equity grant | $182,500 in deferred Automatic Stock Units |
| 2024 grant timing | Granted July 31, 2024; vests May 15, 2025 |
| Deferral elections | Cash retainers may be deferred into Elective Stock Units/alternatives; payout at specified year or separation |
| Dividend equivalents | Credited on accumulated stock units until share issuance |
| Anti-hedging/pledging | Prohibited for directors; none of director shares are pledged/hedged |
Other Directorships & Interlocks
- Current public boards: Jack in the Box Inc. .
- Compensation Committee interlocks: NOC disclosed no interlocks or related person participation among Compensation & Human Capital Committee members in 2024 (including Kleiner) .
- Related party transactions: None disclosed involving Kleiner; NOC maintains a policy requiring review/approval of any related person transactions over $120,000 .
| Item | Observation |
|---|---|
| Public company interlocks | Single external public board (Jack in the Box) |
| Comp committee interlocks | None in 2024 (no reciprocal executive roles/transactions) |
| Related person transactions | None reported for Kleiner; policy governs approvals |
Expertise & Qualifications
- Governance, corporate responsibility, Sarbanes‑Oxley controls, risk management, securities transactions, and M&A; seasoned GC of two public companies and outside counsel to many boards; international experience via global operations .
- Board skills matrix emphasizes corporate governance, financial literacy, risk oversight, cybersecurity/technology, and human capital—capabilities embedded across NOC’s board and committee oversight framework .
Equity Ownership
- Deferred stock units as of 12/31/2024: Automatic Stock Units 20,528; Elective Stock Units 0 .
- Beneficial ownership as of 3/21/2025: 0 common shares; 20,617 share equivalents; total 20,617; none exceeds 1% ownership .
- Director stock ownership guideline: 5x annual cash retainer, to be achieved within five years; deferred stock units count; anti-hedging/pledging policy in effect .
| Metric | Amount | Date |
|---|---|---|
| Automatic Stock Units | 20,528 | 12/31/2024 |
| Elective Stock Units | — | 12/31/2024 |
| Common shares | — | 3/21/2025 |
| Share equivalents | 20,617 | 3/21/2025 |
| Ownership guideline | 5x annual cash retainer | Policy |
| Pledging/hedging | Prohibited; none pledged | Policy |
Governance Assessment
- Strengths: As Lead Independent Director, Kleiner exercises robust oversight across executive sessions, agenda-setting, shareholder engagement, succession, and board/CEO evaluations, enhancing board effectiveness and independence . Her long-tenured GC background and M&A/securities expertise directly support NOC’s risk oversight framework and governance rigor .
- Alignment: Director equity is in stock units with mandatory ownership guidelines; anti‑hedging/pledging, and strong committee independence reduce misalignment risk. 2024 board/committee attendance was strong (>97% average), supporting engagement and oversight quality .
- Conflicts/Red flags: No related person transactions involving Kleiner and no compensation committee interlocks; overboarding limit is three other boards and she is within the policy; watch item: mandatory retirement at 75 unless the board deems special circumstances to extend service, implying potential medium‑term refresh timing for a 73‑year‑old LID .
- Shareholder signals: Consistently strong say‑on‑pay support (96% 3‑year average; 94% in 2024) and detailed recoupment policy and insider trading/anti‑hedging controls bolster investor confidence in governance and pay alignment .