Mary A. Winston
NORTHROP GRUMMAN CORP /DE/About Mary A. Winston
Independent director since March 2023; age 63. President and Founder of WinsCo Enterprises, Inc. (financial and board governance advisory). Former interim CEO of Bed Bath & Beyond (2019) and CFO at Family Dollar, Giant Eagle, and Scholastic, bringing deep finance, governance, operations, and supply chain expertise to NOC’s board. Committees: Compensation & Human Capital; Policy. Determined independent by the Board under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bed Bath & Beyond, Inc. | Interim Chief Executive Officer | May–Nov 2019 | Turnaround/transition leadership |
| Family Dollar Stores | EVP & Chief Financial Officer | 2012–2015 | Public company CFO; M&A and risk expertise |
| Giant Eagle, Inc. | SVP & Chief Financial Officer | 2008–2012 | Private company CFO; operations & supply chain |
| Scholastic Corporation | EVP & Chief Financial Officer | 2004–2007 | Public company CFO; international exposure |
| WinsCo Enterprises, Inc. | President & Founder | 2016–present | Financial and governance advisory |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Chipotle Mexican Grill, Inc. | Director | Current | No disclosed interlocks with NOC |
| The Toronto-Dominion Bank | Director | Current | No disclosed interlocks with NOC |
| Acuity Brands; Bed Bath & Beyond; Domtar; Dover | Director | Former (within last five years) | Historical board service |
Board Governance
- Independence: Board affirmatively determined all directors except the CEO are independent; Mary Winston is independent .
- Committee assignments (2024 activity): Compensation & Human Capital Committee (7 meetings); Policy Committee (4 meetings) .
- Attendance: In 2024, the Board held 9 meetings; each director attended at least 75% of Board/committee meetings; average attendance over 97% .
- Director election (2025): Mary Winston received 112,392,504 “For” vs. 2,141,384 “Against” (high support) .
- Governance structure: Strong Lead Independent Director with robust authorities; regular executive sessions of independent directors .
- Security clearance standard for directors (Top Secret within 12 months) underscores governance rigor .
- Overboarding safeguard: Independent directors limited to no more than three other public boards; Board confirmed compliance in 2024 .
Fixed Compensation
| Component | Policy / 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $145,000 effective 5/15/2024 (was $140,000 before) | Paid quarterly; Winston’s 2024 cash received: $143,138 |
| Committee Chair Retainer | $25,000 (if chair) | Not applicable (not a chair) |
| Audit & Risk Committee Retainer | $15,000 (committee retainer) | Not applicable (not on A&R) |
| Matching Gifts Program | Up to $10,000/yr to eligible education (Foundation match) | Program availability, not necessarily used |
| 2024 Director Compensation (Actuals) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 143,138 |
| Stock Awards (fair value) | 182,500 |
| All Other Compensation | 64 |
| Total | 325,702 |
Performance Compensation
| Equity Component | Grant Value / Terms | Vesting & Deferral | Notes |
|---|---|---|---|
| Annual Equity Grant (Automatic Stock Units) | $182,500 grant on July 31, 2024 | Vests May 15, 2025; directors may elect payout timing; dividend equivalents accrue | Non-employee director awards are time-based stock units; no performance metrics |
| Anti-hedging/pledging | Prohibited for directors; no director shares are pledged or hedged | — | Alignment safeguard |
There are no options or performance share units for non-employee directors; equity compensation is in deferred stock units with time-based vesting only .
Other Directorships & Interlocks
| Area | Finding |
|---|---|
| Compensation Committee interlocks | Company disclosed no interlocks or related person transactions involving 2024 Compensation & Human Capital Committee members (includes Winston) . |
| Related-party transactions | Company policy requires review/approval; 2024 disclosure notes a single employee relative of a different executive and routine plan service providers; no director-related transactions disclosed . |
Expertise & Qualifications
- Finance and accounting leadership (multiple CFO roles), M&A, risk management, and supply chain/operations experience .
- Corporate governance expertise; senior leadership across public and private enterprises .
- International exposure via roles at global companies .
Equity Ownership
| Holder | Shares Beneficially Owned | Share Equivalents (Deferred Units) | Total | Notes |
|---|---|---|---|---|
| Mary A. Winston | 78 | 787 | 865 | As of March 21, 2025; none >1% ownership overall |
| Deferred/DSU accumulation (12/31/2024) | — | 783 | 783 | DSUs accrued including dividend equivalents |
| Pledging/Hedging | — | — | — | Company policy prohibits; no director shares pledged/hedged |
| Director Ownership Guideline | 5x annual cash retainer within 5 years of election | Applies to Winston (elected March 2023) | — |
Governance Assessment
- Board effectiveness: Winston adds material financial acumen to the Compensation & Human Capital Committee and broader board oversight, consistent with NOC’s emphasis on risk oversight, human capital, and pay governance. Committee activity was robust in 2024 (CHC: 7 meetings; Policy: 4) and directors’ attendance was strong (avg >97%) .
- Independence and conflicts: Affirmatively independent; no compensation committee interlocks; no related-party transactions involving Winston disclosed. Anti-hedging/pledging policy in force; none of directors’ shares pledged or hedged .
- Shareholder support signal: High 2025 re-election support for Winston (FOR ~112.4M vs AGAINST ~2.1M) and strong 2025 Say-on-Pay approval (107.9M For vs 6.2M Against), indicating broad investor confidence in governance and pay programs .
- Alignment: Director pay mix is balanced with cash retainer and time-vested stock units ($182.5k), subject to ownership guidelines (5x retainer within five years) and anti-hedging/pledging policies. Beneficial ownership includes DSUs, the primary alignment vehicle for non-employee directors .
RED FLAGS
- None identified in filings regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies for Winston. Year-over-year director fee increases (cash retainer to $145k; equity grant to $182.5k) reflect benchmarking to the market median and were Board-approved; not indicative of misalignment .