Marianne C. Brown
NORTHROP GRUMMAN CORP /DE/About Marianne C. Brown
Marianne C. Brown, 66, has served on Northrop Grumman’s Board since March 2015 and is an independent director. She is the former COO of Fidelity National Information Services’ Global Financial Solutions (2018–2019), previously COO of FIS’s Institutional & Wholesale Business following the SunGard acquisition (2015–2018), COO of SunGard Financial Systems (2014–2015), and CEO/President of Omgeo (2006–2014), bringing deep IT services, cybersecurity/cyber protection, and operating leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | COO, Global Financial Solutions | Jan 2018–Jun 2019 | Senior operating leadership in global fintech |
| FIS (post SunGard acquisition) | COO, Institutional & Wholesale Business | Dec 2015–2018 | Integration and scale execution in institutional tech |
| SunGard Financial Systems | COO | Feb 2014–Nov 2015 | Enterprise software/IT services operations |
| Omgeo | CEO & President | Mar 2006–Feb 2014 | Led global financial services technology company |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Akamai Technologies, Inc. | Director | Current | Technology and cybersecurity exposure |
| The Charles Schwab Corporation | Director | Current | Financial services governance |
| IBM | Director | Current | Technology; interlock with NOC director Arvind Krishna (IBM CEO) |
| VMware, Inc. | Director | Former (within last 5 years) | Legacy enterprise software board experience |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; Member, Audit and Risk Committee .
- Independence: Board affirmed all directors except the CEO (Kathy Warden) are independent; Brown is independent .
- Attendance and engagement: 2024 Board held nine meetings; each director attended ≥75% of Board/committee meetings; average attendance >97% . Audit & Risk met nine times; Nominating & Corporate Governance met five times in 2024 .
- Board structure: Strong Lead Independent Director role with robust authorities (currently Madeleine A. Kleiner) .
- Security clearance requirement: Directors must obtain and retain Top Secret clearance or tender resignation, a governance rigor point for defense oversight .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $183,138 | Includes cash retainer and applicable committee/chair retainers |
| Stock Awards (2024) | $182,500 | Annual equity grant (Automatic Stock Units) |
| All Other Compensation (2024) | $16,046 | Dividend equivalent stock units and $10,000 matching gifts |
| Total (2024) | $381,684 | Sum of cash, equity, other |
Director fee schedule changes in 2024:
- Annual cash retainer increased from $140,000 to $145,000 effective May 15, 2024 .
- Annual equity grant increased from $175,000 to $182,500; paid as deferred stock units .
- Committee chair retainer: $25,000; Audit & Risk Committee retainer: $15,000 .
Equity grant vesting mechanics:
- 2024 director grant date: July 31, 2024; vesting date: May 15, 2025 (Automatic Stock Units); directors can elect deferral of payout timing; dividend equivalents accrue until issuance .
Performance Compensation
| Item | Status | Details |
|---|---|---|
| Performance-linked metrics for director pay | Not applicable | Director equity grants are time-based deferred stock units; no performance metrics disclosed for director compensation . |
Other Directorships & Interlocks
- Current public boards: Akamai, Charles Schwab, IBM .
- Interlock: IBM’s CEO, Arvind Krishna, is also on NOC’s Board; Board’s independence review noted directors’ service at organizations where NOC has ordinary-course business relationships and affirmed independence, with amounts below NYSE/Company thresholds .
- Overboarding policy: Independent directors may not serve on more than three other public company boards; Brown serves on three, which is at the policy cap and reviewed annually for time/resource commitment .
Expertise & Qualifications
- Substantial operating leadership as COO and CEO; significant experience in IT goods/services, cyber protection, and business management; community/philanthropic leadership .
- Financial literacy and governance competencies via Audit & Risk and Nominating & Corporate Governance committee service .
Equity Ownership
| Metric | Value |
|---|---|
| Shares of Common Stock Beneficially Owned (as of Mar 21, 2025) | 0 |
| Share Equivalents (Deferred Stock Units) (as of Mar 21, 2025) | 10,100 |
| Ownership as % of Shares Outstanding | ~0.007% (10,100 / 144,138,702) |
| Deferred Stock Units Breakdown (as of Dec 31, 2024) | Automatic Stock Units: 5,867; Elective Stock Units: 4,189; Total: 10,056 |
| Anti-hedging/pledging status | Company policy prohibits hedging/pledging; no director shares pledged |
| Director stock ownership guideline | Required to own 5× annual cash retainer; DSUs count toward requirement |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 94% .
- Three-year average say-on-pay support: 96% .
- Director compensation is benchmarked annually to ~50th percentile of the Target Industry Peer Group; overseen by the Compensation & Human Capital Committee with independent consultant support .
Governance Assessment
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Strengths:
- Independent director with dual committee roles (Audit & Risk; Nominating & Corporate Governance) and chair responsibilities—signals high engagement and governance influence .
- Strong board processes: executive sessions after each in-person meeting; robust Lead Independent Director authorities; annual self-assessments at board, committee, and individual levels .
- Alignment safeguards: director stock ownership requirements; anti-hedging/pledging policy; DSU-based equity with transparent vesting; no pledging reported .
- Defense-grade oversight rigor: Top Secret clearance requirement and committee risk oversight (financial, cyber, compliance; governance/culture) .
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Watch items / potential conflicts:
- Interlock with IBM (Brown on IBM board; IBM CEO also NOC director). Independence affirmed, but monitor for procurement or vendor relationships and ensure continued adherence to related-party policy and recusal where appropriate .
- Overboarding proximity: At policy cap of three other public boards—ongoing time-commitment monitoring advisable given committee chair duties at NOC .
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No red flags observed:
- No related-person transactions involving Brown disclosed; independence affirmed; no hedging/pledging; director attendance robust at Board/committee level .
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Compensation structure implications:
- Director pay mix balanced (cash retainer + DSUs) with a 2024 increase in cash/equity retainer; equity is time-based (no performance metrics), aligning directors with shareholders without incentivizing short-term risk-taking .