HUNTINGTON INGALLS INDUSTRIES INC (HII)
Sector: Industrials
2026 Annual Meeting Analysis
HUNTINGTON INGALLS INDUSTRIES INC · Meeting: April 29, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Collins has served since 2016, holds one other public board seat (well within limits), attended all meetings, and HII's 3-year price return of +112% outperforms the XLI sector ETF by +41.2pp, which is below the 65pp threshold required to trigger an against vote for strong-positive TSR companies.
Denault has served since November 2022 (roughly 3.5 years), holds one other public board seat, attended all meetings, and HII's strong stock performance does not trigger the TSR underperformance threshold under the XLI fallback benchmark.
Donald has served since 2017, holds two other public board seats (within policy limits as a non-CEO non-executive director), attended all meetings, and HII's TSR outperformance gap of +41.2pp versus XLI does not breach the 65pp threshold for strong-positive TSR companies.
Faller joined in 2023 and his tenure is under 3 years, so he falls within the proportional assessment window rather than a hard exemption; however, given that HII's TSR significantly outperformed XLI during his tenure, no TSR trigger applies and he is well-qualified with extensive naval and defense experience.
Harker has served since 2012, holds two other public board seats (within limits), attended all meetings, brings strong CFO-level financial expertise to the audit and compensation committees, and HII's TSR performance does not trigger the underperformance threshold.
Jimenez has served since January 2022, holds no other public company board seats, attended all meetings, and HII's strong TSR during his tenure means no TSR underperformance trigger applies.
Kastner is the CEO-director, has served since March 2022, and as an executive director is subject to the same TSR trigger as all other directors; HII's 3-year price return of +112% outperforms XLI by +41.2pp, well below the 65pp threshold for strong-positive TSR companies, so no against vote is triggered.
McKibben has served since 2018, holds one other public board seat (within limits), attended all meetings, and HII's TSR outperformance does not reach the 65pp threshold needed to trigger a vote against directors of strong-positive TSR companies.
O'Sullivan has served since January 2021, holds no other public board seats, attended all meetings, and HII's stock performance over her tenure is strongly positive and does not breach the XLI underperformance threshold.
Schievelbein has served since 2011 and the board has waived the 15-year retirement limit for him; he holds no other current public board seats (per the filing), attended all meetings, brings unique shipbuilding operations expertise, and HII's TSR during his tenure does not trigger the underperformance threshold.
Stanage joined in July 2025 and has been on the board for less than 24 months, making him exempt from the TSR underperformance trigger under policy; he holds two other public board seats (within the four-board limit for non-CEO directors) and brings relevant manufacturing and aerospace experience.
All 11 director nominees receive a FOR vote. HII's 3-year price return of +112% outperforms the XLI industrials ETF by +41.2 percentage points, which is below the 65-percentage-point threshold required to trigger against votes for companies with strong positive absolute returns. All directors attended at least 75% of meetings, no director is overboarded under policy, no familial relationships with management are disclosed, and the board discloses a comprehensive skills matrix. Nick Stanage is newly joined (July 2025) and exempt from TSR analysis.
Say on Pay
✓ FORCEO
Christopher D. Kastner
Total Comp
$13,809,406
Prior Support
97%%
HII's compensation program is heavily weighted toward variable, performance-based pay — the CEO's pay mix shows the majority of total direct compensation comes from annual incentives and long-term equity awards tied to multi-year financial metrics (ROIC, EBITDAP, and relative EBITDAP growth), which are meaningful, long-term, and measurable conditions rather than easily gamed short-term targets. The CEO's total reported compensation of approximately $13.8 million is within a reasonable range for the CEO of a $16 billion market-cap defense/industrials company, and the company's 1-year total shareholder return of 84.2% and 3-year price return of +112% meaningfully outpaced the XLI industrials ETF, demonstrating that above-target incentive payouts (ranging from 142% to 162% of target for 2025) reflect genuine performance alignment. The program also features a robust clawback policy, strong stock ownership requirements, no employment or change-in-control agreements, and the prior year's say-on-pay vote received 97% shareholder support, indicating broad investor satisfaction.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$9,825,000
Non-Audit Fees
$1,065,000
Non-audit fees (combining audit-related fees of $342,000, tax fees of $721,000, and other fees of $2,000 = $1,065,000) represent approximately 10.8% of audit fees of $9,825,000, well below the 50% threshold that would trigger a concern about auditor independence. Deloitte is a Big 4 firm appropriate for a company of HII's size and complexity. Auditor tenure is not explicitly disclosed in the proxy, so per policy the tenure trigger does not fire and no negative inference is drawn. No material financial restatements are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Requesting an Annual Report on the Company's Political Spending
This proposal asks HII to publish an annual report on its political spending. While disclosure proposals generally face a lower bar for support, the full filer identity and prior-year vote history are not available in the provided filing excerpt, preventing a definitive classification of filer motivation. The board's Governance and Policy Committee already oversees and monitors political activities and the company's political action committee, suggesting existing oversight structures are in place. Without evidence of a credible governance-focused filer (such as a pension fund or institutional investor) or prior-year vote support above 30% that would create a strong presumption in favor, and given the board's active opposition and existing oversight disclosure, the balance of available evidence supports voting with the board against this proposal.
Overall Assessment
HII's 2026 annual meeting presents a straightforward ballot: all 11 director nominees receive a FOR vote supported by strong company stock performance, no overboarding, and full meeting attendance; the auditor ratification passes cleanly with non-audit fees at only 10.8% of audit fees; and say-on-pay earns a FOR vote given a well-structured performance-based compensation program aligned with HII's strong 3-year shareholder returns. The single stockholder proposal on political spending disclosure receives an AGAINST vote based on existing board oversight structures and insufficient information to identify a credible governance-focused filer driving the proposal.