2021 Proxy Statement

April 2, 2021 On behalf of the Board of Directors and management team, we cordially invite you to attend Northrop Grumman Corporation's 2021 Annual Meeting of Shareholders. In light of the ongoing COVID-19 pandemic we have scheduled this year's meeting to be held in a virtual only format on Wednesday, May 19, 2021 beginning at 8:00 a.m., Eastern Daylight Time, to help protect the health and well- being of all our stakeholders. We look forward to engaging with those of you who are able to attend our virtual meeting. At this meeting, shareholders will vote on matters set forth in the accompanying Notice of 2021 Annual Meeting of Shareholders and Proxy Statement. We will also provide a report on our Company. Together with our suppliers and partners, we operated through the pandemic, executed well on our programs, and won new business that strengthens our foundation for the future. We began the year operating in a new sector structure that aligned our unique capabilities in space, missiles, advanced weapons, mission systems, and aeronautics. Our 2020 results demonstrate that our strategy is creating value. We captured approximately $53 billion in new awards, which increased total backlog by 25% to $81 billion; sales rose 9%, diluted EPS increased 44%, MTM-adjusted diluted EPS* increased 11.5%, cash provided by operating activities totaled $4.3 billion after a $750 million discretionary pension contribution, and adjusted free cash flow* increased 18% to $3.7 billion. We continued to execute a balanced capital deployment strategy that prioritizes investing in our business, maintaining a strong balance sheet, and returning cash to our shareholders. We increased internal R&D spending to $1.1 billion and capital expenditures rose to $1.4 billion to support continued innovation and affordability for our customers. We again strengthened our balance sheet by making a $750 million voluntary contribution to our pension plans. Our robust cash generation also enabled the return of $1.4 billion to our shareholders through dividends and share repurchases, and we raised our quarterly dividend by approximately 10%, our 17th consecutive annual increase, a notable accomplishment in last year's challenging environment. In December, we announced the divestiture of our IT services business for $3.4 billion. This latest portfolio shaping action sharpens our focus on growing core businesses where technology and innovation are key differentiators to address our customers' most challenging national security missions. The proceeds from this sale, along with substantial cash on our balance sheet, will enable continued investment in our business, deleveraging of our balance sheet and return of cash to shareholders. While delivering strong financial results is a primary focus of our Company, we continue to strengthen our culture through leading environmental, social and governance practices. Female representation on our Board continues to exceed more than 30%. During the period from 2010 to 2020, women on our senior executive team increased from 8% to 55%, and at the vice president level from 16% to 32%. DiversityInc named us one of their Top 50 Companies for Diversity for the 11th year in a row; we were named as one of Equileap's top 25 companies on the S&P 500 for gender equality; and were included on the 2020 Best of the Best Top Supplier Diversity Programs by U.S. Veterans magazine. In addition, we were included for the fifth consecutive year in the Dow Jones Sustainability Index for North America; and we maintained our leadership score in CDP's 2020 climate change program for the ninth consecutive year. We continue to be actively engaged with our shareholders to ensure our governance, compensation and sustainability practices are well designed to support long-term profitable growth and value creation for all our stakeholders. Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible. You may vote over the internet, by telephone or mobile device, or by mailing a proxy or voting instruction card. Thank you for your support and continued interest in Northrop Grumman Corporation. Kathy Warden Donald E. Felsinger Chairman, Chief Executive Officer and President Lead Independent Director * This metric is a non-GAAP financial measure. For more information, see "Appendix A - Use of Non-GAAP Financial Measures." NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT l Noticeof2021 Annual Meeting of Shareholders Wednesday, May 19, 2021 8:00 a.m., Eastern Daylight Time The 2021 Annual Meeting of Shareholders (AnnualMeeting)ofNorthrop GrummanCorporation(Company)will be heldon Wednesday,May 19,2021at8:00a.m., EasternDaylight Time. In lightofthe COVID-19pandemic, we will holdour Annual Meetinginavirtualonly format to helpprotectthe healthand well-being of allour stakeholders. • Youwill be able to voteat, and participate in, theAnnual Meeting by visiting www.meetingcenter.io/241697037. • Certain materials customarily made available at shareholder meetings (including the proxymaterials and our shareholder list) will be available during the virtual meeting. • Additional details regarding the logistics ofthe meeting can be found in the accompanying Proxy Statement, onthe Investor Relations section of ourwebsite (www.northropgrumman.com) and www.edocumentview.com/noc. Shareholders of record at theclose of businessonMarch23, 2021 are entitled to vote at theAnnualMeeting.The followingitems are on theagenda: 1. The election of the 12 nominees named in the accompanying Proxy Statement; 2. Aproposal to approve,onanadvisorybasis, thecompensation of ourNamedExecutive Officers; 3. Aproposal to ratify theappointment of Deloitte&Touche LLP as our IndependentAuditor for theyearending December 31,2021; 4. Ashareholderproposal that theCompany assess and report on potential humanrightsimpacts that could result from governments' use of ourproducts and services, including in conflict-affectedareas; 5. Ashareholderproposal to movetoa10% ownership threshold for shareholders to request actionbywritten consent; and 6. Any otherbusiness as mayproperly come beforethe Annual Meeting or any adjournment or postponement thereof by or at thedirection of the Board of Directors. We encourage all shareholders to voteonthe matters describedinthe accompanying Proxy Statement prior to theAnnualMeeting. Please see the section entitled"Questionsand Answers Aboutthe Annual Meeting"onpage 84 for information about voting over theinternet,bytelephone or mobiledevice, or by mailingaproxyorvoting instruction card. By order of theBoardofDirectors, Jennifer C. McGarey CorporateVice Presidentand Secretary April2,2021 ImportantNotice Regarding the AvailabilityofProxy Materials for the Shareholders MeetingtobeheldonMay 19, 2021: The Proxy Statement for the 2021 AnnualMeeting of Shareholders and theAnnual Report for the year ended December 31, 2020are available at: www.edocumentview.com/noc. NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I TABLE OF CONTENTS PROXYSTATEMENT SUMMARY 1 PROPOSAL ONE: ELECTION OF DIRECTORS 7 2021 Nominees forDirector.......................................................................................................................................................... 7 CORPORATE GOVERNANCE 14 Overview....................................................................................................................................................................................... 14 Role of theBoard.......................................................................................................................................................................... 14 Board Leadership Structure........................................................................................................................................................... 16 Committees of theBoard of Directors.......................................................................................................................................... 17 Board Meetingsand Executive Sessions....................................................................................................................................... 20 Meeting Attendance..................................................................................................................................................................... 20 DirectorIndependence................................................................................................................................................................. 20 Board Composition andDirector Nominations............................................................................................................................. 21 DirectorElection Process.............................................................................................................................................................. 22 Director Qualifications.................................................................................................................................................................. 22 Director Orientation and ContinuingEducation............................................................................................................................ 22 BoardMembership and ExternalRelationships............................................................................................................................ 23

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