Classified Business and Security Charter
As Amended October 9, 2026
1.0 Membership. The Classified Business and Security Committee (the “CBS Committee”) shall consist of three or more directors who meet the independence requirements of the New York Stock Exchange and possess appropriate security clearance credentials, at least one of whom shall be a member of the Audit Committee, and all of whom are not officers or employees of the Corporation and are free from any relationship that, in the opinion of the Board of Directors (“Board”), would interfere with the exercise of independent judgment as a member of the CBS Committee. The members of the CBS Committee shall be elected by the Board, upon recommendation of the Nominating and Corporate Governance (“NCG”) Committee, to serve at the pleasure of the Board. The Board shall designate a chairman from among the membership of the CBS Committee. Upon recommendation of the NCG Committee, the Board may remove any member of the CBS Committee at any time. Vacancies on the CBS Committee shall be filled by the Board.
2.0 Purpose. The purpose of the CBS Committee is to assist the Board in fulfilling its oversight responsibilities relating to the Corporation’s classified business and the security of personnel, data, and facilities.
3.0 Responsibilities. In order to achieve the purpose outlined in this charter, the CBS Committee shall:
3.1 review the strategic, operational and financial aspects of classified business with the Corporation’s management and, as appropriate, with the Corporation’s legal and internal audit staff and independent auditors;
3.2 review the Corporation’s policies and practices with respect to risk assessment and risk management on classified programs, the internal control environment for classified business activities, and any specific matters arising on key classified programs that give rise to material financial risk exposures and the steps that have been taken to monitor and control such exposure;
3.3 review issues, procedures and programs relating to the security of the Corporation’s facilities, employees, systems and networks for the purposes of insider threat detection, physical security, and protection of cyber data and sensitive controlled (e.g., proprietary) information maintained by the Corporation, including such data that is classified;
3.4 review issues and procedures relating to the security of suppliers and the global supply chain within the Corporation’s classified business;
3.5 review and assess the results of significant internal and external reviews, audits and inspections related to the security of personnel, data, and facilities subject to applicable U.S. government security requirements including the National Industrial Security Program and obligations imposed by the Defense Counterintelligence and Security Agency or customers for any of the Company’s classified programs;
3.6 assess the impact of emerging technologies including artificial intelligence, autonomy, advanced computing, and others on classified programs and customer requirements; and
3.7 Committee Self-Assessment. The CBS Committee shall annually conduct an evaluation of its performance.
4.0 Authorities. In furtherance of its responsibilities, the CBS Committee shall have the power to investigate any matter falling within its jurisdiction, and it shall also possess the following authorities:
4.1 Delegated Authority. The CBS Committee shall perform such other functions and exercise such other powers as may be delegated to it by the Board.
4.2 Subcommittees. The CBS Committee may delegate its authority to subcommittees (which may consist of one or more members of the CBS Committee) when it deems appropriate and in the best interest of the Corporation.
4.3 Committee Charter. The CBS Committee shall review and recommend to the Board the adequacy of its charter and proposed changes from time to time as needed and ensure such charter is made available on the Corporation’s website.
4.4 Funding. The Corporation shall provide for appropriate funding, as determined by the CBS Committee, in its capacity as a committee of the Board, for payment of: (i) compensation to any advisors employed by the CBS Committee; and (ii) ordinary administrative expenses of the CBS Committee that are necessary or appropriate in carrying out its duties.
5.0 Procedures. The CBS Committee shall hold at least two meetings per year and shall meet with management and separately in executive session without management, and may meet periodically separately in executive session with members of the Corporation’s management as needed. The CBS Committee shall report all action by the CBS Committee to the Board at its meeting next succeeding such action, subject at all times to security classification level of the actions at issue, and which (except as specifically reserved to the CBS Committee by statute or the Charter) shall be subject to revision and alteration by the Board.
6.0 Limitations Inherent in the CBS Committee’s Role. Although the CBS Committee has the power and responsibilities set forth in this charter, it is not the responsibility of the CBS Committee to plan or conduct audits or to determine that the Corporation’s financial statements, as they relate to classified business activities, security issues or security breaches, are complete and accurate and are in accordance with accounting principles generally accepted in the United States. It is recognized that certain programs may have special or compartmentalized access requirements, with limited availability to obtain such access. The Corporation will request such access from government security organizations for the CBS Committee as required to perform its duties; it is not the responsibility or obligation of the CBS Committee to routinely acquire and maintain continuous access to such programs.
Committee Members
- Heather Wilson – Chairman
- John C. Aquilino
- John M. Donovan
- Patricia E. Yarrington