Robert J. Fleming
NORTHROP GRUMMAN CORP /DE/About Robert J. Fleming
Dr. Robert J. Fleming is Corporate Vice President and President of Northrop Grumman’s Space Systems sector (effective Oct 9, 2023), leading strategy, capture, design, build and delivery across satellites, payloads, launch/propulsion, missile defense and ground systems; he is a U.S. Navy Reservist focused on naval aviation systems readiness . He holds a BSc and PhD in Electrical Engineering (University of the Witwatersrand), an MBA (Wharton), and completed Harvard Business School’s General Management Program . Age 52; tenure in role since October 2023 . Company performance heavily influences his pay: 2024 company performance factor (AIP) was 148% and long-term incentives use equal-weight Adjusted Cumulative FCF, ROIC, and Relative TSR (0–200% payout) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northrop Grumman Space Systems | Corporate VP & President, Space Systems | Oct 2023–Present | Leads end-to-end space and launch portfolio; oversees capture through delivery across national security, civil and commercial programs |
| Northrop Grumman Space Systems | Sector VP & GM, Strategic Space Systems | Jan 2022–Feb 2024 | Ran division delivering strategic national security and civil space solutions incl. protected comms, space domain awareness, exploration, directed energy |
| Northrop Grumman Space Systems | Sector VP, Strategy & Business Development | Jan 2021–Jan 2022 | Drove sector strategy and growth pipeline; enterprise capture leadership |
| Northrop Grumman Mission Systems | VP, Emerging Systems & Strategic Initiatives | Apr 2018–Jan 2019 | Advanced avionics, AI, EW, sensors and targeting from development to production; accelerated high-impact programs |
| Northrop Grumman (various sectors) | VP Programs; leadership across EW, targeting, tactical UAS, avionics | 2015–2018 | Brought critical avionics/EW programs to full-rate production; led strategic force programs in Payload & Ground Systems |
| Early career | Aerospace systems engineer (South Africa) | Systems engineering on jet fighter avionics and helicopter flight test |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Navy Reserve | Reservist (capability development, test and readiness for naval aviation airborne systems) | Ongoing | Serves as an active Reservist alongside NG leadership responsibilities |
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Base Salary (effective Dec 31) | $775,000 | Established for elected officers; first full year as sector president |
| Salary Paid (SEC “Salary”) | $770,193 | Reflects actual pay, including any deferrals |
| Target Bonus (% of Base) | 100% | AIP target; payout range 0–200% |
| Actual AIP Bonus Paid | $1,147,000 | Driven by 148% Company Performance Factor (CPF) |
| Perquisites (notable) | Relocation $115,541 | One-time cost attributable to Company-required relocation |
| Tax Gross-up | $71,889 (relocation-related) | One-time gross-up under relocation policy |
| Company Contributions (Savings/Deferred Plans) | $101,505 | Company contributions to defined contribution and deferred comp |
Performance Compensation
| Metric/Instrument | Weighting | Target / Grant | Actual/Payout | Vesting / Performance Period |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Company CPF drives payout | Target = 100% of $775,000 = $775,000 | Actual payout $1,147,000 (148% CPF) | Annual; payout range 0–200% |
| RPSRs (2024 grant) | 70% LTI; equally weighted Adjusted Cumulative FCF, ROIC, Relative TSR (1/3 each) | Target 5,133; Max 10,266 | Performance-based earn-out 0–200% (pending for 2024–2026 cycle) | 3-year period ending Dec 31, 2026; distribution post-committee approval |
| RSRs (2024 grant) | 30% LTI | 2,356 units; grant-date FV $1,020,101 | Time-based; no performance payout | Generally 100% vest after 3 years (Feb 2027 for 2/14/2024 grant) |
| 2022 RPSR (earned in 2025) | RPSR performance tranche | Target 580 shares | Actual earned 621 shares (distributed Feb 2025) | 3-year period ended Dec 31, 2024; above-target earn-out indicated by 621 vs 580 |
| Stock Options | N/A | No options granted in 2024 | N/A | N/A |
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (as of Mar 21, 2025) | 5,327 | Sole voting/investment power unless indicated |
| Shares Outstanding (company) | 144,138,702 | |
| Ownership as % of Shares Outstanding | ~0.0037% | Computed from 5,327 / 144,138,702; none of NEOs exceed 1% |
| Unvested RSRs (2/14/2024) | 2,356; MV $1,105,647 | Values based on $469.29 close Dec 31, 2024 |
| Unvested RPSRs (2024 target) | 5,133; MV $2,408,866 | Subject to 2024–2026 performance |
| Unvested RSRs (2/16/2023) | 264; MV $123,893 | 3-year vest |
| Unvested RPSRs (2023 target) | 617; MV $289,552 | 2023–2025 performance |
| Unvested RSRs (2/15/2022) | 265; MV $124,362 | 3-year vest |
| Unvested RPSRs (2022 target) | 580; MV $272,188 | 2022–2024 cycle (earned 621 in Feb 2025) |
| 2024 Stock Vested | 1,206 shares; $539,792 value realized | From 2021 grants vesting in 2024 |
| Stock Ownership Guidelines | 3x base salary for NEOs; 3-year mandatory holding on 50% of net shares | All NEOs compliant or on track as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited | Alignment-enhancing policy |
Insider trading activity: On June 13, 2025, Dr. Fleming sold 3,500 shares at $505.77 for ~$1,770,195; other NOC insider dispositions occurred in June 2025 . Note: Transaction post-dates the March 21, 2025 ownership snapshot.
Employment Terms
| Provision | Terms / Amounts | Notes |
|---|---|---|
| Appointment effective date | Oct 9, 2023 | Elected Corporate VP & President, Space Systems |
| Severance Plan (qualifying termination) | Lump sum = 1.5× annual base salary + target bonus; pro-rated bonus; 18 months medical/dental; tax prep/financial planning (cap $18,500 for NEOs); outplacement up to 15% of salary; subject to release and restrictions | Applies to elected/appointee officers under Severance Plan |
| Change-in-Control (CIC) | Double-trigger; no separate CIC severance plan; no excise tax gross-ups; CIC treatment per equity plan terms | CIC benefits only via 2011 & 2024 LTIP plans |
| Potential Termination Payments (illustrative, as of Dec 31, 2024) | Post-CIC Involuntary/Good Reason: RSRs $1,353,902; RPSRs $2,698,418; Cash severance $2,325,000; Medical/Dental $944; Financial planning $18,500; Outplacement $116,250 | Assumes stock price $469.29 and plan terms |
| Clawback/Recoupment | Recoupment policy applies to cash and equity incentive compensation | Alignment with shareholder interests |
Deferred Compensation & Pension
| Plan | Exec Contributions (2024) | Company Contributions (2024) | Earnings (2024) | Withdrawals (2024) | Aggregate Balance (FYE) |
|---|---|---|---|---|---|
| Savings Excess Plan | $277,144 | $36,953 | $175,068 | $(867) | $1,717,798 |
| ORAC (Officers Retirement Account Contribution) | — | $50,753 | $28,534 | $(633) | $311,831 |
| Pension – Retirement Plan B | 19.1 years credited; PV $458,952 | Policy limits total pension benefits ≤60% of final average pay | |||
| Pension – Litton Restoration Plan | PV $235,150 | Makes participants whole for IRS limits |
Compensation Structure Analysis
- Mix emphasizes performance: 2024 LTI comprised 70% RPSRs and 30% RSRs; no stock options granted in 2024, reducing upside leverage and repricing risk .
- AIP payout sensitivity: 2024 AIP paid 148% of target off enterprise CPF, confirming strong linkage to company-wide performance .
- RPSR metrics tightened to operational drivers and shareholder alignment: Adjusted Cumulative FCF, ROIC, and Relative TSR equally weighted, 0–200% payout .
- One-time relocation perqs and tax gross-up present but under policy: relocation cost $115,541 and gross-up $71,889; not a CIC gross-up (prohibited) .
Equity Ownership & Alignment Commentary
- Beneficial ownership modest (5,327 shares as of Mar 21, 2025) relative to total shares; mandatory holding and 3× salary ownership guideline enhance alignment .
- Significant unvested equity (RPSRs and RSRs across 2022–2024 grants) creates strong retention tether; 2022 RPSR tranche earned above target (621 vs. 580) suggests favorable recent performance against plan goals .
- Hedging and pledging prohibitions reduce misalignment risk .
Performance & Track Record
- Sector leadership across NG’s space portfolio with prior roles spanning strategy, business development, EW/avionics and rapid prototyping; proven delivery from development to full-rate production .
- Appointment followed portfolio growth under predecessor; press release cites confidence in continued innovation and delivery .
Risk Indicators & Red Flags
- Insider sale (3,500 shares on Jun 13, 2025) could reflect personal liquidity/tax or portfolio diversification; monitor cadence and context around vesting windows .
- No CIC excise tax gross-ups; double-trigger equity acceleration policy mitigates windfall risk .
- Company prohibits hedging/pledging; no pledged shares disclosed .
Investment Implications
- Pay-for-performance alignment is robust: high AIP sensitivity (148% CPF) and RPSR metrics tied to FCF, ROIC and TSR with capped ranges (0–200%), and mandatory holding/ownership multiples reinforce long-term orientation .
- Retention risk appears contained: multi-year unvested RPSR/RSR grants (2023–2026 cycles) and holding requirements create strong tether; above-target earn-out on 2022 RPSR tranche supports execution credibility .
- Trading signals: June 2025 disposition merits monitoring for pattern/size versus upcoming vesting and scheduled tax obligations; absence of options reduces leverage-driven selling incentives .
- Governance quality: no CIC severance plan, no excise tax gross-ups, clawback policy, and hedging/pledging prohibitions collectively lower misalignment/controversy risk .