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
Director since 2016 with strong military, governance, and defense industry credentials; HII's 3-year return of +110.1% outpaces the XLI benchmark by +35.6 percentage points, well below the 65pp trigger threshold for strong-positive TSR, so no TSR concern applies; holds 1 other public board seat, within the 4-board limit; attended 75%+ of meetings.
Director since 2022 with extensive CEO, CFO, and financial expertise; TSR trigger does not apply given HII's strong outperformance vs. XLI; holds 1 other public board seat; attended 75%+ of meetings.
Non-executive Chairman since 2017 with deep naval nuclear, defense, and governance experience; TSR trigger does not apply; holds 2 other public board seats, within the 4-board limit; attended 75%+ of meetings.
Director since 2023 with distinguished naval career and defense advisory experience; joined within the last 3 years but TSR trigger would not fire regardless given HII's strong outperformance; no other public board seats; attended 75%+ of meetings.
Director since 2012 with strong CFO and financial expertise; TSR trigger does not apply given HII's strong outperformance vs. XLI; holds 2 other public board seats; attended 75%+ of meetings.
Director since 2022 with extensive defense and legal experience including General Counsel roles at Raytheon and the U.S. Navy; TSR trigger does not apply; no other public board seats; attended 75%+ of meetings.
CEO and director since 2022; HII's 3-year return of +110.1% outpaces XLI by +35.6pp, well below the 65pp trigger threshold for strong-positive TSR, so no TSR concern applies to him as an executive director; extensive shipbuilding and defense industry expertise; attended 75%+ of meetings.
Director since 2018 with energy, government relations, and governance experience; TSR trigger does not apply given HII's strong outperformance vs. XLI; holds 1 other public board seat; attended 75%+ of meetings.
Director since 2021 with deep intelligence community, cybersecurity, and technology expertise; TSR trigger does not apply; no current public board seats; attended 75%+ of meetings.
Director since 2011 with extensive shipbuilding operations and CEO experience; the board has waived the 15-year tenure retirement policy, which is permissible under company governance guidelines; TSR trigger does not apply given HII's strong outperformance vs. XLI; no current active public company board seats outside HII; attended 75%+ of meetings.
Director since July 2025 — joined within the past 24 months and is therefore fully exempt from the TSR trigger; brings strong CEO and aerospace/defense manufacturing experience from Hexcel Corporation; holds 2 other public board seats, within the 4-board limit; attended 75%+ of meetings for the portion of 2025 during which he served.
All 11 director nominees receive a FOR vote. HII's 3-year price return of +110.1% outpaces the XLI industrials ETF by +35.6 percentage points, well below the 65-percentage-point trigger threshold applicable to companies with strong positive absolute returns, so no director faces a TSR-based concern. No director exceeds the 4-board overboarding limit, all attended 75%+ of meetings, the board discloses a comprehensive skills matrix, and audit committee members have clear financial expertise. Nick Stanage joined in July 2025 and is exempt from TSR review under the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Christopher D. Kastner
Total Comp
$13,809,406
Prior Support
97%%
CEO total compensation of $13.8 million is within a reasonable range for the chief executive of a $16 billion defense and shipbuilding company given record revenues of $12.5 billion and 8.2% revenue growth in 2025. The pay structure is heavily weighted toward variable, performance-based pay — roughly 82% of CEO total direct compensation is variable (annual bonus plus long-term equity awards), well above the 50-60% minimum threshold, with long-term equity representing the largest single component measured using multi-year metrics like ROIC and EBITDAP. HII's 3-year total shareholder return of +110.1% substantially outpaces the XLI industrials ETF benchmark by +35.6 percentage points, meaning above-benchmark incentive pay is well-supported by shareholder outcomes. Prior say-on-pay support of 97% at the 2025 annual meeting indicates strong and sustained shareholder approval.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$9,825,000
Non-Audit Fees
$1,065,000
Non-audit fees (audit-related fees of $342K + tax fees of $721K + other fees of $2K = $1,065K) represent approximately 10.8% of core audit fees of $9,825K, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm fully appropriate for a company of HII's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — the absence of disclosure is noted as a minor negative factor but does not change the vote. No material financial restatements were identified.
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, a request that is typically advanced by progressive advocacy-oriented filers seeking to pressure companies on political activity rather than address a genuine fiduciary gap. The company already discloses its political action committee activity and the Governance and Policy Committee provides board-level oversight of political activities and government relations, which substantially addresses the core transparency concern. Absent confirmed high prior-year support or a clearly credible non-ideological filer on the record, this proposal does not clear the bar for shareholder support under the policy framework.
Overall Assessment
HII's 2026 annual meeting ballot is straightforward and largely supportive across all proposals. The company's strong 3-year and 5-year stock performance, well-structured performance-based executive pay program with 97% historical say-on-pay support, clean auditor fee profile, and qualified director slate all point to FOR votes on the three management proposals, while the political spending stockholder proposal does not meet the threshold for support given its likely advocacy-driven origins and the company's existing disclosure practices.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing