View:
United States securities and exchange commission logo
September 21, 2022
David F. Keffer
Chief Financial Officer
Northrop Grumman Corp.
2980 Fairview Park Drive
Falls Church, VA 22042
Re: Northrop Grumman
Corp.
Definitive Proxy
Statement on Schedule 14A
Filed April 1, 2022
File No. 001-16411
Dear Mr. Keffer:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 1, 2022
General
1. Please expand your
discussion to address how the experience of your Lead Independent
Director is brought to
bear in connection with your board s role in risk oversight.
2. Please expand upon the
role that your Lead Independent Director plays in the leadership
of the board. For
example, please enhance your disclosure to address whether or not your
Lead Independent
Director may:
represent the
board in communications with shareholders and other stakeholders; or
require board
consideration of, and/or override your CEO on, any risk matters.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
the timeframe
over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how
you apply different oversight standards based upon the
immediacy of the
risk assessed;
David F. Keffer
Northrop Grumman Corp.
September 21, 2022
Page 2
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Christopher Dunham at (202) 551-3783 or Barbara Jacobs at
(202) 551-
3735 with any questions.
FirstName LastNameDavid F. Keffer Sincerely,
Comapany NameNorthrop Grumman Corp.
Division of
Corporation Finance
September 21, 2022 Page 2 Disclosure
Review Program
FirstName LastName