Roshan S. Roeder
NORTHROP GRUMMAN CORP /DE/About Roshan S. Roeder
Corporate Vice President and President, Mission Systems at Northrop Grumman since July 1, 2024; previously Corporate Vice President and President, Defense Systems . She has 22.8 years of service credited under company pension plans, indicating deep tenure within NOC . Company performance under the incentive framework relevant to her compensation: 2024 AIP Company Performance Factor was 148% , and the completed 2022–2024 LTIP RPSR cycle paid at 107% with Roeder earning 685 shares . In 2024, NOC delivered backlog of $91.5B, sales of $41.0B (+4.4% y/y), segment operating margin rate of 11.1%, MTM-adjusted EPS $26.08, and adjusted cash flow from operations of $4.109B; three-year cumulative TSR outperformed peers (value of $100 → $148.07 vs peer group $125.30) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northrop Grumman | Corporate VP & President, Mission Systems | Jul 1, 2024–present | Sector leadership transition after prior leader’s retirement; accountable for segment operating performance and key programs |
| Northrop Grumman | Corporate VP & President, Defense Systems | – through Jul 1, 2024 | Led Defense Systems prior to Mission Systems; operational execution and program delivery |
External Roles
(Undisclosed in 2025 Proxy Statement; skip.)
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $750,000 | $770,193 |
| Target Bonus (% of Salary) | 100% | 100% |
| Actual AIP Bonus ($) | $1,177,500 | $1,147,000 |
| All Other Compensation ($) | $116,021 | $166,407 |
| Company Contributions to Plans ($) | $136,339 (2024) | $136,339 (detail within All Other Compensation) |
Notes:
- 2024 AIP Company Performance Factor (CPF): 148% applied to targets .
- Perquisites include security arrangements, financial planning, and plan contributions; 2024 company contributions for Roeder totaled $136,339 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Results
| Metric | Weight | Targeting Approach | 2024 Weighted Payout Contribution |
|---|---|---|---|
| Adjusted Cash Flow from Operations* | 35% | Peer, market, LRSP benchmarking | 63% |
| Segment Operating Income* Growth | 35% | Peer, market, LRSP benchmarking | 42% |
| Pension-Adjusted Operating Margin (OM) Rate* | 20% | Peer, market, LRSP benchmarking | 30% |
| Non-Financial Metrics (inclusion, sustainability, quality, customer satisfaction) | 10% | Company-set objectives | 13% |
| Company Performance Factor (CPF) | – | Metrics score (148%) × Strategic & Operational Assessment (100%) | 148% |
*Non-GAAP metrics; definitions and reconciliations in Appendix A .
Long-Term Incentive Plan (LTIP) Structure
| Element | Weight | Vesting/Performance | Metric Detail |
|---|---|---|---|
| Restricted Performance Stock Rights (RPSRs) | 70% | 3-year performance (2024–2026) with 0–200% payout; cap at 100% if absolute TSR negative | Equal weight: Adjusted Cumulative FCF*, ROIC*, relative TSR (vs TSR Peer Group and S&P Industrials) |
| Restricted Stock Rights (RSRs) | 30% | 3-year cliff vest; dividends upon vesting; 3-year holding of 50% of net shares | Retentive equity aligned to shareholder returns |
2024 Grants (February 14, 2024)
| Grant Type | Target Shares (#) | Max Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| RPSR | 5,133 | 10,266 | $2,379,713 |
| RSR | 2,356 | – | $1,020,101 |
Additional grant: one-time RSR on Dec 5, 2023 (328 shares; 2-year vest) .
Realized/Outstanding
| Event/Status | Shares | Value/Notes |
|---|---|---|
| 2024 Stock Vested | 1,376 shares; $615,555 | 2021 RPSRs/RSRs distributed in Feb 2024; subject to 3-year holding on 50% of net shares |
| 2022–2024 RPSR Cycle Payout | 685 shares (earned/distributed Feb 2025) | Cycle performance score: 107% |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 21, 2025)
| Holder | Shares | Share Equivalents | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Roshan S. Roeder | 1,310 | 116 (incl. 3 held by spouse) | 1,426 | Each officer/director <1%; group 0.23% |
Unvested/Outstanding Awards (as of Dec 31, 2024; closing price $469.29)
| Grant Date | Unvested RSRs (#) | Market Value ($) | Unearned RPSRs (# at target) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/14/2024 | 2,356 | $1,105,647 | 5,133 | $2,408,866 |
| 12/5/2023 | 328 | $153,927 | – | – |
| 2/16/2023 | 2,017 | $946,558 | 4,376 | $2,053,613 |
| 2/15/2022 | 292 | $137,033 | 640 | $300,346 |
Alignment policies:
- Stock ownership guidelines: CEO 7x salary; other NEOs 3x salary .
- Holding requirement: 3-year mandatory hold on 50% of net shares from RPSR/RSR distributions, including post-termination (with specified exceptions) .
- Anti-hedging/anti-pledging: Hedging, pledging, margin transactions, derivatives, and short sales prohibited for NEOs and designated employees .
- Compliance: As of Dec 31, 2024, all NEOs compliant or on track within five years .
Employment Terms
Severance and Change-in-Control Economics
| Provision | Terms |
|---|---|
| Severance Plan (qualifying termination: involuntary not for cause or good reason) | Lump sum 1.5x base salary + target bonus; prorated bonus; 18 months medical/dental; tax prep/financial planning (cap $18,500 for NEOs); outplacement up to 15% of salary; requires release and restrictions |
| CIC Treatment (no individual CIC agreements; double trigger; no excise tax gross-ups) | RSRs vest and RPSRs vest on truncated performance only upon CIC + termination (or if acquirer fails to assume); subject to limitations to avoid excise tax |
Potential Payments (Assuming Termination on Dec 31, 2024; Stock $469.29)
| Scenario | RSRs ($) | RPSRs ($) | Cash Severance ($) | Medical/Dental ($) | Financial Planning ($) | Outplacement ($) |
|---|---|---|---|---|---|---|
| Voluntary Termination | – | – | – | – | – | – |
| Involuntary Not For Cause | – | – | $2,325,000 | $19,658 | $18,500 | $116,250 |
| Post-CIC Involuntary/Good Reason | $2,343,165 | $4,462,479 | – | – | – | – |
| Death/Disability | $2,343,165 | $2,173,751 | – | – | – | – |
Clawback policy: Mandatory recovery for erroneously awarded incentive compensation upon restatement (no-fault); discretionary recovery for illegal conduct causing significant harm, gross negligence in supervision, failure to report misconduct; 3-year lookback; disclosure commitments; filed as Exhibit 97 .
Insider trading policy: Preclearance and restrictions designed to ensure compliance; filed as Exhibit 19 to 2024 Form 10-K .
Non-compete/Non-solicit/Garden leave: Not disclosed in the proxy; skip.
Pension and Deferred Compensation
| Plan | Years Credited Service | Present Value (Dec 31, 2024) |
|---|---|---|
| Pension Plan | 23.0 | $338,108 |
| ERISA 2 (Restoration) | 23.0 | $258,656 |
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance (Dec 31, 2024) |
|---|---|---|---|---|
| Savings Excess | $320,539 | $48,081 | $58,552 | $808,391 |
| ORAC | – | $77,908 | $21,280 | $301,203 |
Governance & Shareholder Feedback (context for pay alignment)
- Say-on-pay approval: 94% in 2024 ; 3-year average 96% .
- Compensation best practices: pay-for-performance, clawbacks, double-trigger CIC, ownership guidelines, holding requirements; no hedging/pledging; no excise tax gross-ups .
Investment Implications
- Alignment: High portion of compensation at risk via AIP and LTIP tied to cash generation, ROIC, and rTSR; mandatory post-vest holding and 3x salary ownership guideline reduce near-term selling pressure and support alignment with shareholders .
- Retention risk: Significant unvested RSRs/RPSRs across 2024–2026 cycles and mandatory holding period point to retention incentives; severance protection at 1.5x salary+bonus mitigates transition risk in non-CIC scenarios .
- Trading signals: No hedging/pledging permitted; small direct shareholdings (<1%) typical for NEOs, with exposure concentrated in performance/equity awards—watch vesting windows (2025–2027) and RPSR performance cycles for potential Form 4 activity .
- Pay-for-performance execution: 2024 CPF at 148% and 2022–2024 LTIP payout at 107% reflect company-level delivery on metrics relevant to Roeder’s incentives; continued focus on Adjusted CFFO, ROIC, and rTSR should inform expectations for future payouts and potential share distributions .