Huntington Ingalls Industries, Inc. Files Definitive Proxy Statement

Ticker: HII · Form: DEF 14A · Filed: Mar 19, 2024 · CIK: 1501585

Huntington Ingalls Industries, INC. DEF 14A Filing Summary
FieldDetail
CompanyHuntington Ingalls Industries, INC. (HII)
Form TypeDEF 14A
Filed DateMar 19, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$6 billion, $12.5 billion, $48.1 billion, $11.5 billion, $781 m
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Huntington Ingalls Industries, Executive Compensation, Corporate Governance

TL;DR

<b>Huntington Ingalls Industries, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

HUNTINGTON INGALLS INDUSTRIES, INC. (HII) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period: Fiscal year ending December 31, 2023. Filed As Of Date: March 19, 2024. Company Name: Huntington Ingalls Industries, Inc. Primary SIC Code: 3730 (Ship & Boat Building & Repairing).

Why It Matters

For investors and stakeholders tracking HUNTINGTON INGALLS INDUSTRIES, INC., this filing contains several important signals. This filing provides detailed information on executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential future strategic decisions. As a major defense contractor, the company's proxy statement is important for stakeholders to assess management's alignment with shareholder interests and the company's operational and financial health.

Risk Assessment

Risk Level: low — HUNTINGTON INGALLS INDUSTRIES, INC. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk or change.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on future company strategy and governance.

Key Numbers

Key Players & Entities

FAQ

When did HUNTINGTON INGALLS INDUSTRIES, INC. file this DEF 14A?

HUNTINGTON INGALLS INDUSTRIES, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by HUNTINGTON INGALLS INDUSTRIES, INC. (HII).

Where can I read the original DEF 14A filing from HUNTINGTON INGALLS INDUSTRIES, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by HUNTINGTON INGALLS INDUSTRIES, INC..

What are the key takeaways from HUNTINGTON INGALLS INDUSTRIES, INC.'s DEF 14A?

HUNTINGTON INGALLS INDUSTRIES, INC. filed this DEF 14A on March 19, 2024. Key takeaways: Filing Type: DEF 14A (Definitive Proxy Statement).. Reporting Period: Fiscal year ending December 31, 2023.. Filed As Of Date: March 19, 2024..

Is HUNTINGTON INGALLS INDUSTRIES, INC. a risky investment based on this filing?

Based on this DEF 14A, HUNTINGTON INGALLS INDUSTRIES, INC. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk or change.

What should investors do after reading HUNTINGTON INGALLS INDUSTRIES, INC.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to understand potential impacts on future company strategy and governance. The overall sentiment from this filing is neutral.

How does HUNTINGTON INGALLS INDUSTRIES, INC. compare to its industry peers?

Huntington Ingalls Industries operates in the ship and boat building and repairing industry, a sector critical to national defense and maritime operations.

Are there regulatory concerns for HUNTINGTON INGALLS INDUSTRIES, INC.?

As a defense contractor, the company is subject to various regulations and oversight from government agencies, impacting its operations and contract awards.

Industry Context

Huntington Ingalls Industries operates in the ship and boat building and repairing industry, a sector critical to national defense and maritime operations.

Regulatory Implications

As a defense contractor, the company is subject to various regulations and oversight from government agencies, impacting its operations and contract awards.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Review any shareholder proposals and management's recommendations.
  3. Examine the composition and independence of the Board of Directors.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure of proxy information and does not represent a change from previous filings of the same type.

Filing Stats: 4,219 words · 17 min read · ~14 pages · Grade level 16.1 · Accepted 2024-03-19 16:03:27

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 44 Introduction 44 Named Executive Officer Biographies 46 Compensation Discussion and Analysis 67 Compensation Committee Report 68

Executive Compensation Tables

Executive Compensation Tables 84 Pay versus Performance 90 Audit Committee Matters 90 Audit Committee Report 91 Principal Accountant Fees and Services 91 Audit Committee Pre-Approval Policies and Procedures 92 Stock Ownership Information 92 Stock Ownership of Officers and Directors 93 Stock Ownership of Certain Beneficial Owners 94

—Proposal to Elect 12 Directors

Item 1—Proposal to Elect 12 Directors 95

—Proposal to Approve Executive Compensation on an Advisory Basis

Item 2—Proposal to Approve Executive Compensation on an Advisory Basis 96

—Proposal to Provide an Advisory Vote on the Frequency of Future Advisory Approvals of Executive Compensation

Item 3—Proposal to Provide an Advisory Vote on the Frequency of Future Advisory Approvals of Executive Compensation 97

—Proposal to Ratify the Appointment of Independent Auditors

Item 4—Proposal to Ratify the Appointment of Independent Auditors 98

—Stockholder Proposal Regarding Science-based Greenhouse Gas Reduction Targets and Transition Plan

Item 5—Stockholder Proposal Regarding Science-based Greenhouse Gas Reduction Targets and Transition Plan 102 Other Information for Stockholders 102 Delinquent Section 16(a) Reports 102 Attending the Annual Meeting 103 Related Party Transactions 105 Annex A—Definitions of Non-GAAP Financial Measures and Reconciliations to GAAP Financial Measures Table of Contents 2024 Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Annual Meeting Information Date and Time: May 1, 2024, at 11:00 a.m. Eastern Daylight Time Place: Virtually at https://meetnow.global/M46HNG9. There is no physical location for the annual meeting. Record Date: March 7, 2024 Voting: Holders of our common stock are entitled to one vote per share Admission: To attend the meeting, you will need to follow the instructions included on pages 11, 12 and 102 Items to be Voted at the Annual Meeting Board Vote Recommendation Page Reference (for more information) 1. Elect 12 directors FOR 94 2. Approve the company's executive compensation on an advisory basis FOR 95 3. Provide advisory vote on the frequency of future advisory approvals of executive compensation FOR ONE YEAR 96 4. Ratify the appointment of our independent auditors FOR 97 5. Consider a stockholder proposal regarding science-based greenhouse gas reduction targets and transition plan, if properly presented at the annual meeting AGAINST 98 Huntington Ingalls Industries, Inc. ("HII", the "company", "we", "us" or "our") is a global, all-domain defense partner, building and delivering the world's most powerful, survivable naval ships and technologies that safeguard America's seas, sky, land, space, and cyber. For more than a century, our Ingalls Shipbuilding segment in

Executive Compensation

Executive Compensation We have designed our executive compensation program to attract, motivate and retain highly qualified executives, incentivize our executives to achieve business objectives, reward performance and align the interests of our executives with the interests of our stockholders and customers. The fundamental philosophy of our executive compensation program, set by the Compensation Committee of the Board, is pay-for-performance. We have included below our financial performance and stockholder returns in 2023. 2023 Financial Performance HII delivered a strong financial performance in 2023 as the company continued to address labor, inflation and supply chain challenges. We have included in the following table our 2023 financial highlights: 2023 Financial Highlights ($ in millions, except per share data) Contract Awards 12,453 Revenues 11,454 Operating Income 781 Operating Margin 6.8 % Segment Operating Income* 842 Segment Operating Margin* 7.4 % Net Earnings 681 Diluted Earnings Per Share 17.07 Net Cash Provided by Operating Activities 970 Free Cash Flow* 692 Record 2023 revenues of $11.5 billion increased 7.3% over 2022 revenues. 2023 operating income was $781 million, 38.2% higher than 2022, and segment operating income* was $842 million, 18.3% higher than 2022. Diluted earnings per share of $17.07 increased 18.2% over 2022, and strong free cash flow* of $692 million was 40.1% higher than 2022. * Non-GAAP financial measures. See Annex A for definitions of these non-GAAP financial measures and reconciliations to comparable GAAP financial measures. 6 Huntington Ingalls Industries, Inc. Table of Contents 2024 Proxy Statement Summary 2023 Stockholder Returns HII's total stockholder return in 2023 was 15.2%. We increased dividends approximately 5%, from $4.78 per share in 2022 to $5.02 per share in 2023, and repurchased 337,007 shares during 2023, returning $275 million to our stockholders in 2023. The fol

Executive compensation "clawback" policy

Executive compensation "clawback" policy. Targeted external compensation benchmarking. Independent compensation consultant engaged by Compensation Committee. Executive stock ownership guidelines based upon multiple of executive's base salary. We Don't Do the Following No employment agreements for executives. No change-in-control agreements for executives or related executive tax gross-up benefits. Prohibitions against speculative transactions in our securities, pledging our securities as collateral and hedging transactions involving our securities. No dividends or dividend equivalents paid on restricted performance stock rights during performance period. 8 Huntington Ingalls Industries, Inc. Table of Contents 2024 Proxy Statement Summary PROVIDE AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY APPROVALS OF

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION The Board is asking you to select, on an advisory basis, the frequency of your future advisory votes on the company's executive compensation. The Board is recommending a vote in favor of future advisory approvals of executive compensation every year. Detailed information about this proposal can be found beginning on page 96. RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS The Board is asking you to ratify the selection of Deloitte & Touche LLP as our independent auditors for 2024. Detailed information about this proposal can be found beginning on page 97. The following table contains summary information with respect to fees billed to us in 2023 by Deloitte & Touche LLP for professional services. ($ in thousands) 2023 Fees Billed: Audit Fees 9,252 Audit-Related Fees 480 Tax Fees 316 All Other Fees 2 Total 10,050 CONSIDER A STOCKHOLDER PROPOSAL REGARDING SCIENCE-BASED GREENHOUSE GAS REDUCTION TARGETS AND TRANSITION PLAN You are being asked to consider a proposal regarding science-bas

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing