Mark A. Welsh III
NORTHROP GRUMMAN CORP /DE/About Mark A. Welsh III
Mark A. Welsh III, age 71, is an independent director of Northrop Grumman (NOC) serving since December 2016. He is President of Texas A&M University (interim named July 2023; permanent since December 2023), and a retired U.S. Air Force General and former Chief of Staff of the USAF. His board assignments include the Audit and Risk Committee and the Policy Committee, leveraging deep senior military, intelligence, and global security expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Air Force | Chief of Staff (senior uniformed officer); Member, Joint Chiefs of Staff | Prior to 2016 (dates not specified) | Led organization, training, equipping of active duty, Guard, Reserve and civilian forces; senior leadership at highest levels |
| United States Air Forces in Europe / NATO Air Command | Commander | Prior to 2016 | International command; operational oversight in Europe and NATO Air Command |
| Central Intelligence Agency | Associate Director for Military Affairs | Prior to 2016 | Intelligence-community interface; global security insight |
| United States Air Force Academy | Commandant | Prior to 2016 | Talent development and management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas A&M University | President | Interim since July 2023; permanent since Dec 2023 | Executive leadership of large educational institution |
| Texas A&M Bush School of Government & Public Service | Dean | Since Aug 2016 | Academic leadership; governance and public service emphasis |
| Other current public company directorships | None disclosed | — | No public boards listed for Welsh |
Board Governance
- Committee memberships: Audit and Risk Committee (member) and Policy Committee (member). Audit and Risk met 9 times in 2024; Policy Committee met 4 times in 2024. Responsibilities include oversight of financial reporting, enterprise risk, cybersecurity (Audit & Risk), and sustainability, human rights, health and safety, and geopolitical policy (Policy) .
- Independence: The Board affirmatively determined all directors except the CEO (Warden) are independent; Welsh is independent. Overboarding policy caps independent directors at no more than three other public company boards (Welsh has none disclosed), with preclearance of new commitments and conflict reviews .
- Attendance and engagement: In 2024 the Board held nine meetings; each director attended at least 75% of Board and committee meetings, with average attendance over 97%. Executive sessions occur after each in-person Board meeting and regularly at committees, reinforcing independent oversight .
- Lead Independent Director: Madeleine A. Kleiner; robust responsibilities for agenda setting, executive sessions, succession planning, and shareholder engagement .
Fixed Compensation
| Item | Amount/Detail | Source |
|---|---|---|
| 2024 Annual cash retainer (program) | $140,000 through 5/15/24; $145,000 from 5/15/24 | |
| Committee chair retainer (program) | $25,000 | |
| Audit & Risk Committee retainer (program) | $15,000 | |
| Annual equity grant (program) | $175,000 through 5/15/24; $182,500 from 5/15/24 (Deferred Stock Units) | |
| Stock ownership guideline (directors) | 5× annual cash retainer; deferred stock units count; anti-hedging/pledging policy | |
| 2025 term sheet confirmation | Cash retainer $145,000; Lead Independent Director +$50,000; Audit & Risk +$15,000; Chairs +$25,000; annual DSU grant $182,500 |
| 2024 Director Compensation (Welsh) | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 158,138 | |
| Stock Awards (fair value) | 182,500 | |
| All Other Compensation | 2,240 | |
| Total | 342,878 |
Performance Compensation
| Program feature | Directors (Welsh) | Source |
|---|---|---|
| Performance-based cash/equity metrics | Not used for non-employee directors; compensation is cash retainer plus automatic deferred stock unit grant (no AIP/LTIP metrics for directors) |
Other Directorships & Interlocks
| Category | Details | Source |
|---|---|---|
| Current public company boards | None disclosed for Welsh | |
| Shared directorships with NOC competitors/suppliers/customers | None disclosed specific to Welsh | |
| Private, non-profit, academic boards | Academic leadership at Texas A&M (President; former Dean) |
Expertise & Qualifications
- Senior leadership in U.S. Air Force; Joint Chiefs; extensive experience in global security and intelligence; international experience (Europe); talent development and management .
- Committee-relevant skills: financial literacy to serve on Audit & Risk; policy insight spanning sustainability, human rights, and geopolitical risk in Policy Committee .
Equity Ownership
| Measure (as of stated date) | Shares/Units | Source |
|---|---|---|
| Beneficially owned common shares (3/21/2025) | 133 | |
| Share equivalents (deferred stock units) (3/21/2025) | 3,957 | |
| Total shares + share equivalents (3/21/2025) | 4,090 | |
| Deferred Stock Units (12/31/2024): Automatic | 3,940 | |
| Deferred Stock Units (12/31/2024): Elective | 0 | |
| Deferred Stock Units (12/31/2024): Total | 3,940 | |
| Ownership vs. outstanding | None of the listed officers/directors owns ≥1% (144,138,702 shares outstanding) | |
| Pledging/hedging | Prohibited by policy; none of directors’ shares pledged or hedged | |
| 2024/2025 DSU vesting schedule | 7/31/2024 grant vests 5/15/2025 |
Insider trading plans and recent transactions:
- Rule 10b5-1 plan adopted August 23, 2025; expires August 7, 2026; aggregate planned sale 382 shares (disclosed in 10-Q) .
- Representative Form 4 events:
- Award: 385 DSUs on 5/21/2025; post-transaction ownership 4,409; price $473.90 .
- Award: 377 DSUs on 7/31/2024; post-transaction ownership 4,306; price $484.32 .
- Sample plan sales: 7/7/2025 sale of 21 shares at $506.36; post-transaction 4,372 ; 6/5/2025 sale of 16 shares at $488.88; post-transaction 4,383 ; 1/6/2025 sale of 14 shares at $454.26; post-transaction 4,158 .
Governance Assessment
- Board effectiveness: Welsh brings high-caliber defense and intelligence expertise to Audit & Risk and Policy oversight, supporting cybersecurity risk, compliance, and sustainability policy. Committee structures are fully independent and meet regularly (A&R: 9; Policy: 4) with executive sessions, indicating robust oversight .
- Independence and conflicts: Board determinations confirm Welsh’s independence; no related person transactions involving Welsh disclosed. Overboarding controls and preclearance mitigate external conflicts; mandatory Top Secret clearance and resignation requirement further align governance with NOC’s mission and customer requirements .
- Ownership alignment: Director DSU program and 5× retainer ownership guideline create ongoing alignment; anti-hedging/pledging policy strengthens investor confidence. While holdings are de minimis relative to shares outstanding, annual DSU grants and deferrals support skin-in-the-game .
- Signals from trading and plans: Adopting a Rule 10b5-1 plan and executing small periodic sales is consistent with prudent liquidity management and policy compliance; presence of planned aggregate 382-share sale is modest and not indicative of governance risk, particularly alongside continuing DSU awards .
RED FLAGS and Watch Items
- No material related-party transactions tied to Welsh disclosed; one family employment case pertains to another executive officer; service-provider relationships (State Street, BlackRock) are plan-level, not director-specific .
- Attendance: All directors met minimum attendance thresholds and average was >97%; no attendance concerns noted for Welsh .
- Compensation structure: Director compensation is retainer plus DSUs; no options, no performance targets, and no tax gross-ups for directors. Equity grants vest on a schedule; deferrals and dividend equivalents standard—no anomalies observed .
Appendix: Committee Detail (Welsh)
- Audit & Risk Committee (member): financial reporting integrity, internal controls, independent auditor oversight, enterprise risk, cybersecurity, ethics/compliance; 2024 meetings: 9 .
- Policy Committee (member): global security/political/budgetary/technological risks; sustainability and environmental policies; human rights, health and safety; corporate social responsibility; government relations strategy; 2024 meetings: 4 .