DEF 14A of Huntington Ingalls Industries, Inc., Mar 21, 2025

DEF 14A of Huntington Ingalls Industries, Inc.

Filed Mar 21, 2025 · FY20240001501585-25-000023

Open on EDGAR

  1. Director Nominees

    Director Nominees The Board is asking you to elect, for one-year terms ending in 2025, the 12 nominees for director named below, each of whom is currently serving as a member of the Board.

  2. Director Nominees

    | | | | Director Since | Board Committees | | | | | | Name and Principal Occupation | | Age | | A | C | CS | F | GP | | | Augustus L. Collins, Chief Executive Officer of MINACT, Inc. | 67 | 2016 | | | | | | | | Leo P. Denault, Former Chairman and Chief Executive Officer of Entergy Corporation | 65 | 2022 | CH | | | | | | | Kirkland H. Donald, Chairman of the Board, Huntington Ingalls Industries, Inc. | 71 | 2017 | | | | | | | | Craig S. Faller, Advisor and Consultant; Retired Admiral, United States Navy | 63 | 2023 | | | | | | | | Victoria D. Harker, Former Executive Vice President and Chief Financial Officer of TEGNA Inc. | 60 | 2012 | | CH | | | | | | Frank R. Jimenez, General Counsel and Corporate Secretary, GE HealthCare Technologies Inc. | 60 | 2022 | | | | | | | | Christopher D. Kastner, President and Chief Executive Officer, Huntington Ingalls Industries, Inc. | 61 | 2022 | | | | | | | | Anastasia D. Kelly, Senior Advisor to the Chair and Executive Director of Client Relations of DLA Piper | 75 | 2011 | | | | | | | | Tracy B. McKibben, Founder and Chief Executive Officer of MAC Energy Group Companies | 55 | 2018 | | | | | | | | Stephanie L. O’Sullivan, Former Principal Deputy Director, Office of the Director of National Intelligence and Independent Business Consultant | 65 | 2021 | | | CH | | | | | Thomas C. Schievelbein, Former Chairman, President and Chief Executive Officer of The Brink’s Company | 71 | 2011 | | | | CH | | | | John K. Welch, Former President and Chief Executive Officer of Centrus Energy Corp. | 75 | 2015 | | | | | CH |

  3. Director Nominees

    | CH = Chair | CS = Cybersecurity Committee | | = Independent | | A = Audit Committee | F = Finance Committee | | | | C = Compensation Committee | GP = Governance and Policy Committee | | |

  4. Director Nominees

    | 4 | Huntington Ingalls Industries, Inc. |

  5. Director Nominees

    Our Board continues to reflect a highly engaged group of directors with a wide range of backgrounds, skills, experiences, attributes, and perspectives, which continue to evolve. Five of our 12 director nominees have joined the Board in the last four years. The following charts and graphs highlight the current composition of our Board:

  6. 2025 Director Nominees

    2025 Director Nominees

  7. 2025 Director Nominees

    | Augustus L. Collins Chief Executive Officer of MINACT, Inc. Director since: November 2016 Age: 67 Committees: Audit, Cybersecurity # of Other Public Company Directorships: 1 | | | | | | | | | General Collins has served as Chief Executive Officer of MINACT, Inc., a business management consulting firm, since September 2016. From January 2012 to August 2016, he was a Major General in the Mississippi National Guard, serving as Adjutant General of both the Mississippi Army National Guard and the Mississippi Air National Guard. From July 2010 to January 2012, General Collins served as Executive Vice President for Strategic Planning of MINACT. From August 2007 to July 2010, he served on Mississippi’s Workers’ Compensation Commission as the commission’s representative of labor. General Collins served more than 35 years in the U.S. Army and Mississippi National Guard, which included command of the 155th Brigade Combat Team of the Mississippi National Guard in Iraq, where he was responsible for security operations in the southern and western provinces. Current Public Company Directorships: General Collins serves on the board of directors of Trustmark Corporation, a bank holding company, and is the chair of its Audit Committee and a member of its Enterprise Risk Committee, Human Resources Committee, and Nominating and Governance Committee. Other Directorships and Memberships: General Collins serves on the board of directors of MINACT, Inc., Trustmark National Bank, Mississippi Power Company, an electric power distribution company, and the Armed Forces Benefits Association. He also serves on the board of the Friends of Mississippi Veterans, a nonprofit entity serving veterans in Mississippi. He is past President of the University of Mississippi Alumni Association. Experience, Qualifications, Attributes, and Skills: We believe General Collins is qualified to serve as a director given his extensive career as a senior military officer with the U.S. Army and Mississippi National Guard and his leadership and business experience as a senior executive and Chief Executive Officer of MINACT, Inc. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Military and Government Relations | | Corporate Governance | | | | Aerospace & Defense Industry Knowledge | | Human Resources and Labor Relations | | |

  8. 2025 Director Nominees

    | Leo P. Denault Former Chairman and Chief Executive Officer of Entergy Corporation Director since: November 2022 Age: 65 Committees: Audit (Chair), Finance # of Other Public Company Directorships: 1 | | | | | | | | | Mr. Denault served as the Chairman of the Board and Chief Executive Officer of Entergy Corporation from February 2013 to November 2022 and as Executive Chairman of Entergy from November 2022 to February 2023. He served as Executive Vice President and Chief Financial Officer from February 2004 to January 2013 and as Vice President, Corporate Development for Entergy Corporation from March 1999 to February 2004. Prior to that, he was Vice President, Corporate Development for Cinergy Corporation (now Duke Energy), an energy company. Current Public Company Directorships: Mr. Denault currently serves on the board of directors of PG&E Corporation and its subsidiary, Pacific Gas and Electric Company, and is a member of the Audit Committee of both companies and the Finance and Innovation Committee of the PG&E Corporation board. Other Directorships and Memberships: Mr. Denault currently serves on the board of directors of Alpha Generation, a private company that manages critical power infrastructure, and Jobs for America’s Graduates. He also serves as a senior advisor to ArcLight, a leading middle-market infrastructure investor. Experience, Qualifications, Attributes, and Skills: We believe Mr. Denault is qualified to serve as a director based upon his significant business, leadership, and financial experience as Chief Executive Officer and Chief Financial Officer of a Fortune 500 public company. Mr. Denault also possesses extensive business management, financial reporting, and corporate finance experience. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Chief Financial Officer and Accounting | | Investment Strategy, Corporate Development, and M&A | | | | Corporate Governance | | Compliance, Legal, and Regulatory | | Nuclear |

  9. 2025 Director Nominees

    | 12 | Huntington Ingalls Industries, Inc. |

  10. 2025 Director Nominees

    | Kirkland H. Donald Chairman of the Board, Huntington Ingalls Industries, Inc. Director since: November 2017 Age: 71 Committees: Compensation, Cybersecurity # of Other Public Company Directorships: 2 | | | | | | | | | Admiral Donald has served as Chairman of the Board of HII since April 2020. Prior to serving as Chairman of the Board, he worked as a business consultant from October 2015. From June 2013 to October 2015, Admiral Donald served as Chief Operating Officer and then President and Chief Executive Officer of Systems Planning and Analysis, Inc., a technical professional services company. Prior to that, Admiral Donald served 37 years in the U.S. Navy, including in his last assignment, as Director, Naval Nuclear Propulsion Program from November 2004 to November 2012. Current Public Company Directorships: Admiral Donald serves on the board of directors of Entergy Corporation and is chair of its Nuclear Committee and a member of its Finance Committee. He also serves on the board of directors of Centrus Energy Corporation, a nuclear energy company, and is a member of its Technology, Competition and Regulatory Committee, Audit and Finance Committee, and Compensation, Nominating and Governance Committee. Other Directorships and Memberships: Admiral Donald currently serves on the boards of directors of Battelle Memorial Institute and the Naval Submarine League. He also is an outside director (on a “proxy” board) of Rolls-Royce North America and Sauer Compressors USA and a CFIUS security monitor for LANXESS Corporation, all of which are suppliers to HII. Experience, Qualifications, Attributes, and Skills: We believe Admiral Donald is qualified to serve as a director based upon his extensive military experience as a senior military officer with the U.S. Navy, including specific experience with naval nuclear programs. He also brings significant business and leadership experience having served on the boards of directors of other public and private companies and his experience serving as a senior operating officer and chief executive officer of a private company that provides services primarily to the U.S. Department of Defense and U.S. Department of Homeland Security. Admiral Donald also has cybersecurity expertise and holds the CERT certificate in cybersecurity oversight from Carnegie Mellon University. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Chief Financial Officer and Accounting | | Technical Services Executive Leadership | | | | Military and Government Relations | | Corporate Governance | | Aerospace & Defense Industry Knowledge | | | | Compliance, Legal, and Regulatory | | Nuclear | | Advanced Technology (Future Warfare) and Innovation | | | | Cyber and IT Risk Management | | | | |

  11. 2025 Director Nominees

    | Craig S. Faller Advisor and Consultant; Retired Admiral, United States Navy Director since: 2023 Age: 63 Committees: Audit, Finance | | | | | | | | | Admiral Faller retired from his position as the Commander of the United States Southern Command in October 2021, where he led U.S. military operations in Latin America and the Caribbean, having served in that position since November 2018. Since his retirement, he has served as an advisor and consultant across many industries. From January 2017 to October 2018, Admiral Faller served as the Senior Military Assistant to the Secretary of Defense, and from June 2014 to January 2017, as Chief of Legislative Affairs for the United States Navy. During his service, Admiral Faller held multiple operational commands, including of two warships and an aircraft carrier strike group, led the Navy’s 5,000 person recruiting organization, and served as Director of Operations for the United States Central Command. He is a nuclear trained surface warfare officer. Other Directorships and Memberships: Admiral Faller serves on the board of directors of Viken Detection and Sigma Defense Systems. He also serves on the International Strategic Advisory Council of Excelerate Energy; as an advisor to Strider Intel; as a trustee of the Center for Naval Analysis; on the Advisory Board of the Penn State Applied Research Laboratory; as a Distinguished Fellow at the Atlantic Council; as a Senior Fellow at the National Defense University; and as a Senior Fellow at Florida International University. He also is Chairman of the Surface Navy Association Board, a non-profit organization that advocates for U.S. Navy Surface Warfare. Experience, Qualifications, Attributes, and Skills: We believe Admiral Faller is qualified to serve as a director given his extensive global and national security experience as a senior military officer in the U.S. Navy. He also possesses significant insight into the legislative and budgetary processes of the U.S. Navy and Department of Defense more broadly given his experience as the Chief of Legislative Affairs for the U.S. Navy. | | | | | | | | Skills: | | | | | | | | | Technical Services Executive Leadership | | Military and Government Relations | | Aerospace & Defense Industry Knowledge | | | | Nuclear | | Human Resources and Labor Relations | | |

  12. 2025 Director Nominees

    | 2025 Proxy Statement | 13 |

  13. 2025 Director Nominees

    | Victoria D. Harker Former Executive Vice President and Chief Financial Officer of TEGNA Inc. Director since: August 2012 Age: 60 Committees: Compensation (Chair), Finance # of Other Public Company Directorships: 2 | | | | | | | | | Ms. Harker served as Executive Vice President and Chief Financial Officer of TEGNA Inc., a broadcast and digital media company, from June 2015 to December 2023, and as Chief Financial Officer of Gannett Co., Inc. from July 2012 to June 2015. Prior to that, she served as Chief Financial Officer of The AES Corporation, a multinational power company, from 2006 to 2012 and as President of Global Business Services from 2011 to 2012. Before joining AES, she was the acting Chief Financial Officer and Treasurer of MCI, Inc., a telecommunications company, from November 2002 through January 2006, and Chief Financial Officer of MCI Group, a unit of Worldcom, Inc., a communications company, from 1998 to 2002. Current Public Company Directorships: Ms. Harker serves on the board of directors of Philip Morris International, Inc., where she is a member of its Audit and Risk Committee, and Xylem, Inc. (formerly ITT), a global water infrastructure company, where she serves as Chair of its Audit Committee and is a member of its Nominating and Governance Committee. Prior Public Company Directorships: Ms. Harker served on the board of directors of Stride, Inc., an education company, from 2020 to 2022, and Darden Restaurants, Inc. from 2009 to 2014. Other Directorships and Memberships: Ms. Harker is Vice Chair of the State Council of Higher Education for Virginia, a member of the University of Virginia Health System Board, and a member of the American University Advisory Counsel. Previously she served as a member of the University of Virginia’s Board of Visitors. Experience, Qualifications, Attributes, and Skills: We believe Ms. Harker is qualified to serve as a director based upon the significant experience in business and finance she has accumulated serving as chief financial officer and in other senior management positions with large publicly traded companies, as well as her experience serving on boards and board committees of other publicly traded companies. | | | | | | | | Skills: | | | | | | | | | Chief Financial Officer and Accounting | | Investment Strategy, Corporate Development, and M&A | | Corporate Governance | | | | Compliance, Legal, and Regulatory | | | | |

  14. 2025 Director Nominees

    | Frank R. Jimenez General Counsel and Corporate Secretary of GE HealthCare Technologies Director since: January 2022 Age: 60 Committees: Compensation, Governance and Policy | | | | | | | | | Mr. Jimenez has served as General Counsel and Corporate Secretary of GE HealthCare Technologies Inc., a medical device manufacturing and pharmaceuticals company, since its spin-off from GE in January 2023, having previously served as General Counsel of GE’s healthcare business from February 2022 until its spin-off. From April 2020 to February 2022, Mr. Jimenez served in various capacities at Raytheon Technologies Corporation (formerly United Technologies Corporation (“UTC”) and now known as RTX), including as Executive Vice President and General Counsel. From January 2015 until its merger with UTC in April 2020, Mr. Jimenez served as Vice President and General Counsel of the Raytheon Company. In prior roles, Mr. Jimenez served as General Counsel of Bunge Limited, ITT Corporation, and ITT spin-off, Xylem Inc. Mr. Jimenez also has extensive government experience, having served as the General Counsel of the Navy, Deputy General Counsel of the U.S. Department of Defense, Principal Deputy General Counsel of the Navy, Chief of Staff at the U.S. Department of Housing and Urban Development, and Deputy Chief of Staff and Acting General Counsel for Florida Governor Jeb Bush. Before entering government service, Mr. Jimenez was a litigation partner at Steel Hector and Davis LLP (now Squire Patton Boggs LLP). He began his legal career with a clerkship in the chambers of Judge Pamela Ann Rymer of the U.S. Court of Appeals for the Ninth Circuit in Pasadena, California. Other Directorships and Memberships: Mr. Jimenez serves on the boards of Equal Justice Works, the Yale Law School Association, the Ann and Robert H. Lurie Children’s Hospital of Chicago and Medical Center, and the Lake Forest Country Day School, as well as the advisory boards of the Columbia University Mailman School of Public Health, the Yale Law School Center for the Study of Corporate Law, the Yale Law School Tsai Leadership Program, and the National Security Institute of the Antonin Scalia Law School at George Mason University. He also serves on the University of Miami President’s Council. Experience, Qualifications, Attributes, and Skills: We believe Mr. Jimenez is qualified to serve as a director based upon his significant leadership experience as a senior legal officer of one of the largest aerospace and defense companies in the United States, as well as the most senior legal officer of four other S&P 500 companies. He also brings extensive government and other public service, including his service as General Counsel of the Navy, our largest customer, and Deputy General Counsel for the Department of Defense. | | | | | | | | Skills: | | | | | | | | | Investment Strategy, Corporate Development, and M&A | | Military and Government Relations | | Corporate Governance | | | | Aerospace & Defense Industry Knowledge | | Compliance, Legal, and Regulatory | | |

  15. 2025 Director Nominees

    | 14 | Huntington Ingalls Industries, Inc. |

  16. 2025 Director Nominees

    | Christopher D. Kastner President and Chief Executive Officer of Huntington Ingalls Industries, Inc. Director since: March 2022 Age: 61 | | | | | | | | | Mr. Kastner has served as President and Chief Executive Officer since March 2022. Prior to becoming CEO, he served as Executive Vice President and Chief Operating Officer from February 2021 to February 2022, and as Executive Vice President and Chief Financial Officer from March 2016 to February 2021. Mr. Kastner served as Corporate Vice President and General Manager, Corporate Development from August 2012 to March 2016, and as Vice President and Chief Financial Officer, Ingalls Shipbuilding, from March 2011 to August 2012. Prior to the spin-off, Mr. Kastner held various positions, including as Vice President, Business Management and Chief Financial Officer, Northrop Grumman Shipbuilding, Gulf Coast, and as Vice President, Contracts and Risk Management, Northrop Grumman Ship Systems. Other Directorships and Memberships: Mr. Kastner serves on the board of directors of New York Life Insurance Co. He is a member of the Aerospace Industries Association and is Vice Chair of the Defense Industry Initiative on Business Ethics and Conduct. Mr. Kastner also is a member of the Business Roundtable Board of Directors and serves as chair of its Education and Workforce Committee. Experience, Qualifications, Attributes, and Skills: We believe Mr. Kastner is qualified to serve as a director based upon his significant leadership, business management, corporate development, strategy and financial expertise from his roles within the Company, including as Chief Operating Officer, Chief Financial Officer and, most recently, CEO. Mr. Kastner brings significant aerospace and defense industry experience from his roles with the Company and Northrop Grumman Corporation prior to the spin-off. He also possesses substantial shipbuilding operational experience from his roles at Ingalls Shipbuilding and predecessor companies. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Chief Financial Officer and Accounting | | Investment Strategy, Corporate Development, and M&A | | | | Shipbuilding and Manufacturing Operations/Leadership | | Technical Services Executive Leadership | | Aerospace & Defense Industry Knowledge | | | | Nuclear | | | | |

  17. 2025 Director Nominees

    | Anastasia D. Kelly Senior Advisor to the Chair and Executive Director of Client Relations of DLA Piper Director since: March 2011 Age: 75 Committees: Compensation, Governance and Policy | | | | | | | | | Ms. Kelly has served as Senior Advisor to the Chair and Executive Director of Client Relations of DLA Piper, a law firm, since April 2020. Prior to that, Ms. Kelly served as Managing Partner of DLA Piper Americas from 2018 to 2020, as Co-Managing Partner from 2013 to 2018 and as a partner since 2010. Prior to joining DLA Piper, Ms. Kelly served as Executive Vice President and General Counsel at American International Group, Inc. (“AIG”) from 2006 to 2010, and was named Vice Chairman of AIG in 2009. Prior to joining AIG, Ms. Kelly was general counsel of several companies, including MCI WorldCom, Inc., Sears, Roebuck and Co. and Fannie Mae. Prior Public Company Directorships: Ms. Kelly served on the board of directors of O-I Glass, Inc. (formerly Owens-Illinois, Inc.), one of the leading manufacturers of glass containers, from 1992 until 2022. She was a director of Saxon Capital from 2005 to 2007. Other Directorships and Memberships: Ms. Kelly serves on the boards of numerous philanthropic organizations and serves as a director of George Washington University Medical Faculty Associates. She is also past Chair of Equal Justice Works and a former director of Lawyers for Children America. Experience, Qualifications, Attributes, and Skills: We believe Ms. Kelly is qualified to serve as a director based upon her extensive experience as a senior executive and general counsel of several large, publicly traded companies, her tenure as a director of another public company, and her substantial business and legal experience. | | | | | | | | Skills: | | | | | | | | | Military and Government Relations | | Corporate Governance | | Compliance, Legal, and Regulatory | | | | Human Resources and Labor Relations | | | | |

  18. 2025 Director Nominees

    | 2025 Proxy Statement | 15 |

  19. 2025 Director Nominees

    | Tracy B. McKibben Founder & Chief Executive Officer of MAC Energy Group Companies Director since: December 2018 Age: 55 Committees: Cybersecurity, Governance and Policy # of Other Public Company Directorships: 1 | | | | | | | | | Ms. McKibben is the founder and Chief Executive Officer of MAC Energy Group companies that has invested in integrated energy solutions for investments and strategic opportunities across a global platform since 2010. From September 2007 to August 2009, Ms. McKibben served as Managing Director and Head of Environmental Banking Strategy at Citicorp Global Markets. Ms. McKibben has extensive public sector experience, having served as the Director of European Economic Affairs and EU Relations and Acting Senior Director for European Affairs on the National Security Council at the White House from July 2003 to August 2007. Before joining the National Security Council, Ms. McKibben served in various senior advisory roles in the U.S. Department of Commerce. Prior to her work in the public sector, she practiced law at Akin, Gump, Strauss & Feld LLP. Current Public Company Directorships: Ms. McKibben serves on the board of directors of Ecolab Inc., a chemicals company, where she is a member of the Governance Committee and Compensation and Human Capital Management Committee. Other Directorships and Memberships: Ms. McKibben serves on the Board of Directors of United Services Automobile Association, a financial services company, where she serves on the Membership & Technology and Risk & Compliance Committees. She also serves on the Board of Directors of the National Kidney Foundation and the Board of Governors of West Virginia State University. She is a life member of the Council on Foreign Relations, serving on the Membership Committee. Experience, Qualifications, Attributes, and Skills: We believe Ms. McKibben is qualified to serve as a director based on her significant business and leadership experience. She is an international energy and environmental technology expert, with expertise in alternative energy, renewable energy, green technology, water, energy efficiency, and sustainability management. She also has extensive international and public sector experience. Ms. McKibben’s experience serving on the boards of directors of other public companies further complements her qualifications to serve on our Board. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Investment Strategy, Corporate Development, and M&A | | Compliance, Legal, and Regulatory | | | | Military and Government Relations | | Corporate Governance | | |

  20. 2025 Director Nominees

    | Stephanie L. O’Sullivan Former Principal Deputy Director, Office of the Director of National Intelligence Director since: January 2021 Age: 65 Committees: Cybersecurity (Chair), Finance | | | | | | | | | Ms. O’Sullivan served as the Principal Deputy Director of the Office of the Director of National Intelligence from February 2011 to January 2017 and has served as an independent business consultant since January 2017. As the Principal Deputy Director of National Intelligence, she assisted the Director of National Intelligence in the management of day-to-day operations of the intelligence community. From December 2009 until February 2011, Ms. O’Sullivan served as the Associate Deputy Director of the Central Intelligence Agency. Prior to that appointment, she held several management positions in the agency’s Directorate of Science and Technology, working to develop and deploy innovative technology in support of intelligence collection and analysis. Other Directorships and Memberships: Ms. O’Sullivan serves on the boards of directors of Centrus, Battelle Memorial Institute, HRL Laboratories (formerly Hughes Research Laboratories) and Accenture Federal Services (proxy board) and on the board of trustees of IQT (In-Q-Tel). She previously served on the boards of The Aerospace Corporation and the CIA Officers Memorial Fund and on various advisory boards at Google, Adobe, Oak Ridge National Laboratory, Noblis, Peraton and Booz Allen Hamilton. Ms. O’Sullivan has been an adjunct faculty member at Georgetown University’s Center for Security and Emerging Technology and continues to support study activities for the Department of Defense, Office of the Director of National Intelligence and the CIA. She was elected a member of the National Academy of Engineering in 2019. Experience, Qualifications, Attributes, and Skills: We believe Ms. O’Sullivan is qualified to serve as a director based upon her extensive national security experience. She brings broad experience in the fields of command, control and intelligence for the U.S. government. In addition, Ms. O’Sullivan is a demonstrated governance professional based upon her experience in the board environment of private organizations. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Technical Services Executive Leadership | | Military and Government Relations | | | | Corporate Governance | | Aerospace & Defense Industry Knowledge | | Advanced Technology (Future Warfare) and Innovation | | | | Cyber and IT Risk Management | | | | |

  21. 2025 Director Nominees

    | 16 | Huntington Ingalls Industries, Inc. |

  22. 2025 Director Nominees

    | Thomas C. Schievelbein Former Chairman, President and Chief Executive Officer of The Brink’s Company Director since: March 2011 Age: 71 Committees: Audit, Finance (Chair) | | | | | | | | | Mr. Schievelbein served as Chairman, President and Chief Executive Officer of The Brink’s Company, a security company, from June 2012 until his retirement in May 2016. He served as President of Northrop Grumman Newport News from November 2001 to November 2004 and served as Chief Operating Officer of Newport News Shipbuilding Inc. from 1995 until 2001 and was responsible for the design, construction and maintenance of nuclear-powered aircraft carriers and submarines. His experience includes the Virginia-class submarine program, CVN-76, CVN-77 and CVN-21 aircraft carrier programs, aircraft carrier overhaul and refueling, submarine fleet maintenance, commercial and naval ship repair and business development. Prior Public Company Directorships: Mr. Schievelbein previously served on the board of directors of The Brink’s Company from March 2009 until his retirement in May 2016, serving as Chairman of that board from June 2012. Mr. Schievelbein served on the board of directors of McDermott International Inc., an engineering company, from 2004 to 2012. Other Directorships and Memberships: Mr. Schievelbein is on the board of directors of New York Life Insurance Co., where he serves as lead director. Mr. Schievelbein is a past member of the Secretary of the Navy’s Advisory Panel and was a director of the U.S. Naval Academy Foundation from 2004 through 2012. Experience, Qualifications, Attributes, and Skills: We believe Mr. Schievelbein is qualified to serve as a director based upon his experience as the President and Chief Operating Officer of Northrop Grumman Newport News and Chief Operating Officer of Newport News Shipbuilding Inc., his prior experience as Chairman, President and Chief Executive Officer of a public company and his experience serving as a director of other public companies. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Investment Strategy, Corporate Development, and M&A | | Shipbuilding and Manufacturing Operations/Leadership | | | | Military and Government Relations | | Corporate Governance | | Aerospace & Defense Industry Knowledge | | | | Nuclear | | Advanced Technology (Future Warfare) and Innovation | | Cyber and IT Risk Management |

  23. 2025 Director Nominees

    | John K. Welch Former President and Chief Executive Officer of Centrus Energy Corp.(formerly USEC Inc.) Director since: February 2015 Age: 75 Committees: Audit, Governance and Policy Committee (Chair) | | | | | | | | | Mr. Welch served as President and Chief Executive Officer of Centrus Energy Corp. (formerly USEC Inc.) from October 2005 until his retirement in October 2014. He previously was a senior executive with General Dynamics Corporation, retiring from the company in 2003 as Executive Vice President for the Marine Systems Group, which included Bath Iron Works, Electric Boat and National Steel and Shipbuilding Company. During his career with General Dynamics, which began in 1989, Mr. Welch served in various leadership positions at Electric Boat, including as President, Vice President of Programs, with responsibility for new construction, overhaul and repair programs, material acquisition and information technology, and Vice President for Program Development, with responsibility for strategic planning, program and product marketing and high-technology program acquisition and management. Mr. Welch served over seven years on active duty with the U.S. Navy as a nuclear submarine officer and retired from the Naval Reserve. Prior Public Company Directorships: Mr. Welch served on the board of directors of Centrus Energy Corp. and its predecessor, USEC Inc., from 2005 until 2013. Other Directorships and Memberships: Mr. Welch serves on the boards of Novawall Systems Incorporated and is the Chairman of the Board for Ocean Reef Community Association. He also is the retired Chairman of the Board of Battelle Memorial Institute. Experience, Qualifications, Attributes, and Skills: We believe Mr. Welch is qualified to serve as a director based upon his senior executive experience at other public companies in the shipbuilding and energy markets, including one of our primary competitors to our core shipbuilding business. Mr. Welch also brings experience as a director of other public and private companies and not-for-profit entities. | | | | | | | | Skills: | | | | | | | | | Chief Executive Leadership and Strategy | | Chief Financial Officer and Accounting | | Investment Strategy, Corporate Development, and M&A | | | | Shipbuilding and Manufacturing Operations/Leadership | | Military and Government Relations | | Corporate Governance | | | | Aerospace & Defense Industry Knowledge | | Nuclear | | Advanced Technology (Future Warfare) and Innovation | | | | Cyber and IT Risk Management | | | | |

  24. 2025 Director Nominees

    | 2025 Proxy Statement | 17 |

  25. 2025 Director Nominees

    | GOVERNANCE OF THE COMPANY |

  26. 2024 Sustainability Highlights

    | DIRECTOR COMPENSATION |

  27. Director Compensation

    Director Compensation The following table sets forth the annual fees payable to our non-employee directors for the year ended December 31, 2024.

  28. Director Compensation

    | | 2024 Amount(1) ($) | | Annual Cash Retainer | 120,000 | | Non-Executive Chairman Retainer | 250,000 | | Committee Chair Retainers | | | Audit | 25,000 | | Compensation | 20,000 | | Cybersecurity | 20,000 | | Governance and Policy | 20,000 | | Finance | 20,000 | | Committee Member Retainers | | | Audit | 17,500 | | Compensation | 7,500 | | Cybersecurity | 7,500 | | Governance and Policy | 7,500 | | Finance | 7,500 | | Annual Equity Grant(2) | 165,000 |

  29. Director Compensation

    (1)Retainer fees are paid on a quarterly basis in arrears at the end of each quarter. (2)The annual equity grant is issued as deferred stock units or, at the director’s election, shares of common stock and is payable on a quarterly basis on the first trading day of each quarter. Each non-employee director receives the number of restricted stock units or shares of common stock determined by dividing $41,250 by the per share closing price of our common stock on the date of grant, rounded down to the nearest whole unit or share.

  30. Director Compensation

    | 2025 Proxy Statement | 31 |

  31. Director Compensation

    Non-employee directors may elect to receive their annual cash retainers in the form of stock units payable upon termination of the director’s board service. Non-employee directors who elect to receive their annual cash retainers in the form of stock units and own shares of our common stock having a value of at least five times the director’s annual cash retainer may elect to receive for the following calendar year either shares of our common stock or stock units that are payable in the fifth calendar year after the year in which the stock units are earned (or, if earlier, upon termination of the director’s board service). If no election is made or if desired, the non-employee director will continue to receive stock units payable upon termination of the director’s board service. Director stock unit awards are made under, and subject to, the terms and conditions of the Company’s 2022 Long-Term Incentive Stock Plan. Non-employee directors receive dividend equivalents on their outstanding and unpaid stock units. Dividend equivalents are subject to the same vesting, payment, and other provisions as the underlying restricted stock units. If a non-employee director owns shares of our common stock having a value of at least five times the director’s annual cash retainer, the director may elect to receive his or her annual equity award in the form of either shares of our common stock, or stock units that are payable in the fifth calendar year after the year in which the annual equity award is earned (or, if earlier, upon termination of the director’s board service). If no election is made or if desired, the non-employee director will continue to receive stock units payable upon termination of the director’s board service.

  32. Director Compensation

    | POLICY AGAINST HEDGING AND PLEDGING COMPANY SECURITIES Our Insider Trading Policy prohibits Board members, all vice presidents, officers, director-level employees and certain other designated employees from engaging in any of the following transactions: •speculative transactions in Company securities (including trades in puts, calls, or other derivative securities or short sales of Company securities), •holding Company securities in a margin account or pledging Company securities as collateral for a loan or other transaction, or •hedging transactions involving Company securities (including zero cost collar transactions and forward sale contracts). |

  33. Director Compensation

    | 32 | Huntington Ingalls Industries, Inc. |

  34. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth the compensation of our non-employee directors for the year ended December 31, 2024.

  35. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Augustus L. Collins | 144,666(3) | 164,459 | — | 309,125 | | Leo P. Denault | 151,880(3) | 164,459 | — | 316,339 | | Kirkland H. Donald | 370,000 | 164,459 | — | 534,459 | | Craig S. Faller | 145,000 | 164,459 | — | 309,459 | | Victoria D. Harker | 147,500 | 164,459 | — | 311,959 | | Frank R. Jimenez | 135,000 | 164,459 | — | 299,459 | | Anastasia D. Kelly | 135,000 | 164,459 | — | 299,459 | | Tracy B. McKibben | 135,000 | 164,459 | — | 299,459 | | Stephanie L. O’Sullivan | 147,500 | 164,459 | — | 311,959 | | Thomas C. Schievelbein | 157,500 | 164,459 | — | 321,959 | | John K. Welch | 157,500 | 164,459 | — | 321,959 |

  36. 2024 Director Compensation Table

    (1)Amounts reflect the annual cash retainer paid to each director, including any applicable annual committee and committee chair retainers and any applicable Non-Executive Chairman retainer. As described above, a director may elect to defer all or a portion of his or her annual cash retainer into a deferred stock unit account. Amounts deferred as stock units in lieu of the cash retainer are reflected in this column. (2)Amounts represent the value of stock units awarded to each of our non-employee directors in 2024. The amount reported for each director reflects the aggregate fair value of the stock units awarded on the grant date, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation. The aggregate number of stock units held by each non-employee director, including additional stock units credited as dividend equivalents, as of December 31, 2024 is provided in the table below.

  37. 2024 Director Compensation Table

    | Name | Total Deferred Stock Units | | Augustus L. Collins | 9,589 | | Leo P. Denault | 2,629 | | Kirkland H. Donald | 5,662 | | Craig S. Faller | 834 | | Victoria D. Harker | 7,584 | | Frank R. Jimenez | 2,209 | | Anastasia D. Kelly | 17,366 | | Tracy B. McKibben | 4,463 | | Stephanie L. O’Sullivan | 2,937 | | Thomas C. Schievelbein | 21,510 | | John K. Welch | 6,604 |

  38. 2024 Director Compensation Table

    (3)Gen. Collins and Mr. Denault elected to receive their 2024 cash retainers in the form of stock units.

  39. 2024 Director Compensation Table

    | 2025 Proxy Statement | 33 |

  40. 2024 Director Compensation Table

    | | | | | PROPOSAL 2 | Advisory Vote to Approve Compensation of Named Executive Officers Each year stockholders have the opportunity to approve, on an advisory (non-binding) basis, the compensation of our NEOs as required under Section 14A of the Securities Exchange Act of 1934. This vote is often referred to as “say-on-pay.” We encourage stockholders to read the Compensation Discussion and Analysis (“CD&A”), the accompanying compensation tables and the related narrative disclosures contained in this Proxy Statement. Our compensation programs are: •primarily customer-focused, rewarding safety, quality, cost and schedule performance, and stockholder friendly, rewarding consistent achievement of strong financial results and increasing stockholder value; •designed to influence outcomes and provide a balance between short- and long-term performances; •based on achievement of clear and measurable financial results and accountabilities, with an emphasis on performance-based compensation, and formula-based with appropriate levels of discretion for adjustments; •competitive within the market, with measures oriented to promoting strong improvements in HII’s business results as the predominant factor; •intended to be disclosed and explained in a transparent and understandable manner, with clear and concise goals to enable the assessment of performance by our Compensation Committee and by our stockholders through the CD&A; •designed to produce significant individual rewards for achievement of business goals through both annual operating performance and increased stockholder value and to negatively impact executive compensation for failure to achieve business goals; •intended to promote alignment of management and stockholder interests through establishment of stock ownership requirements and monitoring of related executive compliance; •designed to mitigate excessive risk by emphasizing a long-term focus on compensation and financial performance through the mix of long-term compensation awards, selection of performance criteria and oversight of compensation programs; and •intended to be applied consistently for all incentive plan participants to ensure proper alignment, accountability and line-of-sight regarding commitments and priorities. Recommendation We believe our compensation program, with its balance of base salary, short-term incentives (annual cash incentive awards) and long-term incentives (performance and time-based equity awards), rewards sustained performance that is aligned with long-term customer and stockholder interests. Accordingly, the Board recommends that stockholders approve the following resolution: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure.” | | | | | The Board recommends a vote FOR this Proposal 2. |

  41. 2024 Director Compensation Table

    | 34 | Huntington Ingalls Industries, Inc. |

  42. 2024 Director Compensation Table

    | EXECUTIVE COMPENSATION |

  43. 2024 NEO KEY COMPENSATION DECISIONS

    2024 NEO KEY COMPENSATION DECISIONS Key compensation decisions for our NEOs for 2024 included the following: •All NEOs received performance-based merit increases in their base compensation for 2024. In addition, Mr. Green received a market adjustment based on market data. •Targets as a percentage of base salary for annual incentive awards for 2024 under our AIP were unchanged from 2023, with the exception of Mr. Kastner, whose target as a percentage of base salary increased from 135% to 145%. Based on our performance for 2024, as well as the individual performances of our NEOs, payout awards to NEOs under our AIP were approved at levels that ranged from 65% to 200% of targets. •Targets for long-term incentive awards for 2024 were unchanged from 2023. Long-term incentive awards consisted of restricted performance stock rights, which vest only upon achievement of performance metrics measured over a three-year period, and restricted stock rights, which vest on a three-year graded schedule.

  44. COMMITMENT TO COMPENSATION BEST PRACTICES

    | What we do | | | Consideration of Annual "Say-on-Pay" Advisory Vote | The Compensation Committee considers the results of the annual stockholder "Say-on-Pay" advisory vote on executive compensation. | | Pay for Performance | Our executive compensation program is heavily weighted toward variable, performance-based elements, and toward long-term and equity-based elements. Variable compensation is tied to the achievement of performance goals and includes annual cash incentive awards and long-term restricted performance stock rights, which are described in detail in this CD&A. | | Compensation Risk Assessment | We assess the risk of our compensation programs on an annual basis both internally and with the engagement of the Compensation Committee’s independent compensation consultant. The Compensation Committee agreed with the consultant’s report that there was no undue risk associated with the design or delivery of the programs in 2024. | | Compensation Recovery Policy | Our Dodd-Frank Compensation Recovery Policy requires us to recover erroneously awarded “incentive compensation” received by certain current or former executive officers or vice presidents of the Company. | | Targeted Compensation Benchmarking | HII is a unique business with few direct competitors. The Compensation Committee therefore strikes a balance between internal equity and external benchmarking when setting executive pay levels. | | Independent Compensation Consultant | The Compensation Committee engages an independent compensation consultant to assess the market for the determination of our executive compensation elements and performance targets on an annual and ongoing basis. | | Executive Stock Ownership Guidelines | Our stock ownership guidelines provide that each NEO must own a multiple of his or her annual base salary in our common stock, and we have instituted holding requirements prohibiting our NEOs from selling HII common stock received as compensation until their stock ownership requirements have been met. |

  45. COMMITMENT TO COMPENSATION BEST PRACTICES

    | What we don't do | | | No Employment Agreements for Executives | None of our NEOs have employment agreements, so each NEO is employed by the Company “at will.” We maintain a severance plan that provides for the payment of severance benefits in limited termination circumstances. | | No Change-in-Control Agreements for Executives | We have no change-in-control agreements or related executive tax gross-up benefits. The only change-in-control provision in our compensation plans, which applies to all employees who hold equity awards, is the possible acceleration of equity vesting in certain limited circumstances within the parameters of a change-in-control transaction, as defined in the related plans. | | No Hedging or Pledging by Officers or Directors | Officers, directors and certain other employees are prohibited from engaging in speculative transactions in our securities, pledging our securities as collateral for a loan or other transaction or engaging in any hedging transactions involving our securities. | | No Dividends or Dividend Equivalents Paid on Restricted Performance Stock Rights (“RPSRs”) or Restricted Stock Rights (“RSRs”) Prior to Vesting | Accrued dividend equivalent units earned on RPSRs and RSRs are paid only at the time, and to the extent that, the underlying award vests and is paid. |

  46. ROLE OF INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF INDEPENDENT COMPENSATION CONSULTANT The Committee engages an independent compensation consultant, Exequity (“Compensation Consultant”), to assist the Committee in carrying out its responsibilities under its charter. The Compensation Consultant reports directly to the Committee, and the Committee retains the right to terminate or replace the Compensation Consultant at any time. When directed to do so by the Committee, the Compensation Consultant also works collaboratively with Company management to develop analyses and proposals for presentations to the Committee. The Committee reviews the performance of the independent Compensation Consultant on an annual basis and determines whether to continue the engagement. The Compensation Consultant regularly attends Committee meetings, and during 2024 presented analyses and key recommendations for Committee consideration, discussed emerging trends and technical issues and reviewed and commented on management’s proposals, as appropriate. In addition, the Compensation Consultant responded to miscellaneous Committee requests. In accordance with SEC rules and NYSE listing standards, the Committee reviewed and assessed the Compensation Consultant’s independence, including a review of (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Committee; (5) any Company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on this review, the Committee concluded that the Compensation Consultant is independent and that the work of the Compensation Consultant did not raise any conflict of interest.

  47. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP The Committee believes our total compensation program (base salary, target annual cash incentive awards, target long-term incentive awards and benefits) should provide aggregate compensation at approximately the 50th percentile of the relevant market. Based upon an analysis conducted by the Compensation Consultant and reviewed with the Committee, the Committee determined that our NEO base pay generally approximates the median of the peer companies and long-term incentive compensation is generally in the third or fourth quartile among the peer companies. This compensation mix is consistent with both management’s and the Committee’s philosophy that a significant portion of an executive’s overall compensation package should be based on the performance of the Company and therefore be at risk. HII is a unique business with few directly comparable peer companies. As such, our current peer group is comprised of heavy manufacturing, engineering and defense companies that have annual revenues generally between $2 billion and $20 billion and that most closely match our Company in terms of market cap, strategic interest, workforce similarities and/or business type. The targeted peer group for our 2024 NEO compensation analysis consisted of the following 16 companies:

  48. COMPENSATION PEER GROUP

    | Booz Allen Hamilton Holding Corporation | Leidos Holdings, Inc. | | BWX Enterprises, Inc. | Moog Inc. | | Curtiss-Wright Corporation | Oshkosh Corporation | | Dover Corporation | Parker Hannifin Corporation | | Howmet Aerospace Inc. | Spirit AeroSystems Holdings, Inc. | | Jacobs Engineering Group, Inc. | Teledyne Technologies Incorporated | | KBR Inc. | Textron Inc. | | L-3 Harris Technologies, Inc. | TransDigm Group |

  49. COMPENSATION PEER GROUP

    | 2025 Proxy Statement | 41 |

  50. COMPENSATION PEER GROUP

    HII’s peer group has remained relatively consistent over the past several years, and with respect to peer company revenues, HII approximates the 70th percentile of the group. During the third quarter of 2024, the Compensation Consultant conducted an extensive review of the current peer companies and identified and screened others that may serve as more appropriate peers with respect to both revenues and business alignment going forward. As a result of this review, the Committee decided to modify the Company’s peer group for 2025 by removing BWX Enterprises, Inc., Curtiss-Wright Corporation and Moog Inc. and adding Cognizant Technologies Solutions Corporation, General Dynamics Corporation and Northrop Grumman Corporation. With these changes, our peer group will be comprised of companies that have annual revenues generally between $5 billion and $40 billion, and our relative revenue positioning moves from the 70th percentile to the 50th percentile of the peer group.

  51. COMPENSATION RISK ASSESSMENT

    COMPENSATION RISK ASSESSMENT The Board actively oversees our overall risk profile, including the potential risk posed by our compensation programs. During the third quarter of 2024, a risk assessment and analysis of our executive compensation programs was conducted by the Compensation Consultant. Their findings confirmed that our executive compensation programs are designed to drive a pay for performance philosophy and do not create risks that are likely to have a material adverse impact on the Company. The Committee evaluated and discussed the risk analysis with the Compensation Consultant and agreed with the consultant’s conclusions. The following factors are key components of our executive compensation risk mitigation efforts: •Our stock ownership guidelines provide a strong risk mitigation tool; •Our compensation recovery policy applies to our president, principal financial officer, principal accounting officer, any vice president, any other officer who performs a significant policy-making function or any other person who performs similar policy-making functions for the Company, and allows us to recover erroneously awarded incentive compensation; •Our lack of employment agreements discourages management entrenchment and increases our flexibility to make management changes as necessary; •Our long-term incentive compensation plan includes a relative performance component, mitigating risk and inherent forecasting uncertainty of relying solely on budget-based goals; •Long-term incentive compensation payouts are capped at 200%, preventing possible windfall awards resulting from unforeseen circumstances; and •Long-term performance-based incentive compensation awards are earned over a three-year performance period and reduce any incentive to engage in business tactics that improve short-term performance at the expense of long-term success.

  52. 2024 COMPENSATION ELEMENTS

    2024 COMPENSATION ELEMENTS The direct compensation elements for executives under our compensation program consist primarily of base salaries, annual incentive awards, and long-term incentive awards. Annual base salary provides a fixed minimum level of compensation that is competitive within the relevant market and helps us attract and retain highly qualified executives. Annual incentive awards are generally paid in cash and intended to motivate executives to achieve pre-determined annual financial and operational goals that are aligned with our strategic goals. Long-term incentive awards are generally equity-based and intended to promote achievement of pre-determined three-year financial performance goals aligned with long-term stockholder and customer interests. Beginning in 2024, a portion of the long-term equity-based awards are provided in the form of restricted stock rights, which are time-based awards, with ratable vesting that occurs over three years.

  53. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION The Committee approves annual incentive compensation targets as a percentage of base salary for each NEO position. Targets vary with relevant market benchmarks, individual job level, job scope and overall influence on our business results. The Committee considers both the recommendations of the Compensation Consultant and those of management in determining appropriate annual incentive targets for our NEOs. The target incentive award (“Target Bonus”) is based on a percentage of each NEO’s base salary and provides a basis upon which a final award amount is determined by the Committee based upon its assessment of performance against pre-determined performance criteria after the year has ended. The annual incentive compensation targets for our NEOs expressed as a percentage of base salary tend to fall into the third quartile of the relevant market data. No annual incentive award payout can exceed 200% of an individual’s Target Bonus.

  54. ANNUAL INCENTIVE FORMULA FOR 2024

    ANNUAL INCENTIVE FORMULA FOR 2024

  55. Corporate NEOs (Messrs. Kastner, Stiehle, and Boudreaux)

    | Base Salaryx | Target % | = | Target Bonus |

  56. Corporate NEOs (Messrs. Kastner, Stiehle, and Boudreaux)

    | Target Bonusx | CPFx | IPF | = | Final Bonus Award |

  57. Division NEOs (Ms. Boykin and Mr. Green)

    | Base Salaryx | Target % | = | Target Bonus |

  58. Division NEOs (Ms. Boykin and Mr. Green)

    | Target Bonusx | DPFx | IPF | = | Final Bonus Award |

  59. Division NEOs (Ms. Boykin and Mr. Green)

    1.The Division Performance Factor (“DPF”) is capped at 200% and is based on division financial metric goals, division non-financial goals and strategic leadership goals. The goals and weightings for Ms. Boykin and Mr. Green are described more fully under 2024 Annual Incentive Plan Goals and Results, below. 2.The IPF can range from 0 to 1.5. The IPF for Ms. Boykin and Mr. Green for 2024 was 1.0. At the conclusion of each calendar year, our CEO conducts an annual performance evaluation for each NEO as a basis for recommending an IPF score for each NEO. These evaluations are reviewed with the Committee. Each NEO’s individual performance is evaluated based upon the following factors: •Financial performance of our Company as a whole and the division(s) (where applicable); •Performance on non-financial goals, including enterprise-wide goals and division-specific operating goals; •Strategic leadership and vision; •Program execution and performance; •Customer relationships; and •Peer and employee relationships/engagement. The Committee reviews and considers the recommendations from the CEO and all performance information, including a comparison to the 2024 peer group data. The Committee then approves annual incentive compensation payouts for all NEOs, subject to ratification by the independent members of the Board with respect to the CEO’s compensation.

  60. TARGET BONUS AMOUNTS

    TARGET BONUS AMOUNTS Based on analyses of relevant market benchmarks and peer group data, no adjustments were made to the annual incentive compensation targets as a percentage of base salary except for Mr. Kastner. The 2024 Target Bonus amounts were as follows:

  61. TARGET BONUS AMOUNTS

    | Name | Incentive Target as % of Base Salary (%) | 2024 Target Bonus ($) | | Christopher D. Kastner(1) | 145 | 1,885,000 | | Thomas E. Stiehle | 80 | 473,800 | | Chad N. Boudreaux | 80 | 469,680 | | Jennifer R. Boykin | 80 | 454,490 | | Edgar A. Green III | 80 | 452,000 |

  62. TARGET BONUS AMOUNTS

    (1)Mr. Kastner’s incentive target as a percentage of base salary was increased in 2024 from 135% to 145%.

  63. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS For the 2024 annual incentive awards, we used a mix of financial and non-financial goals to measure performance. The Committee approved financial metric goals and strategic leadership goals under our AIP for the corporate office, and, for our three operating divisions, financial metrics, operational metrics and strategic leadership goals. AIP goals are plan-based with clear targets connected to our annual operating plan. The AIP goals are based upon metrics that are customer focused and stockholder friendly with clear line-of-sight financial and operational metrics. Operational and strategic leadership goals were developed collaboratively between division management and corporate management.

  64. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    | 44 | Huntington Ingalls Industries, Inc. |

  65. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    For Messrs. Kastner, Stiehle and Boudreaux, 2024 annual incentive compensation awards were based upon overall financial performance and corporate strategic leadership performance. The corporate AIP score was based 90% on our overall financial score and 10% on the corporate strategic leadership score, as follows:

  66. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    | | Metric | Description | Individual Weight | Overall Weight | | | Operating Margin | Measured as total division operating income as a percentage of total revenues | | | | | Operating Cash Flow | Measured as total division cash from operating activities | | | | | Strategic Leadership | Measured based on four metrics (leadership, environmental, social & governance (“ESG”), cybersecurity, and compliance) | | |

  67. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    For Mr. Green, the Mission Technologies DPF was based 30% on the division operational score, 60% on the division financial score and 10% on the division strategic leadership score as follows:

  68. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    | | Metric | Description | Individual Weight | Overall Weight | | | Growth and Hiring | Focused on operational or financial goals or goals relating to winning contracts or any other area in which our CEO desires to drive performance. Goals are recommended by our CEO and approved by the Committee at the beginning of the performance year and are specific to the division’s opportunities and challenges | | | | | Diversity and Inclusion | Measured using program-specific objectives related to the creation of development plans and placements for diverse candidates | | | | | Cross Business Synergy | Measured using program-specific objectives related to winning new synergy business pursuits | | | | | Compliance | Measured based on execution of the 2023 compliance program, centralized compliance employee resource site and the implementation of effective SOX controls | | | | | | | | | | | Revenue | Measured as division total sales | | | | | EBITDA | Measured as division operating income before interest, taxes, depreciation and amortization | | | | | Operating Cash Flow | Measured as division OCF before capital expenditures | | | | | | | | | | | Strategic Leadership | Measured based on four metrics (leadership, environmental, social & governance (ESG), cybersecurity and compliance) | | |

  69. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    | 2025 Proxy Statement | 45 |

  70. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    For Ms. Boykin, the Newport News Shipbuilding DPF was based 40% on the division operational score, 40% on the division financial score, 10% on the combined operating margins (“SOM”) of the two shipbuilding divisions and 10% on the division strategic leadership score as follows:

  71. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    | | Metric | Description | Individual Weight | Overall Weight | | | Safety | Measured by a combination of elements, including total case rate, lost total case rate and lost work days rate | | | | | Quality | Measured by integrating elements such as defect rates, process quality, planning quality and other appropriate criteria for program type and phase | | | | | Cost | Measured using program-specific objectives related to achievement of cost factors that include Cost Performance Index and overhead rates | | | | | Schedule | Measured using program-specific objectives related to achievement of quarterly schedule targets | | | | | Cross-Shipbuilding Collaboration | Measured based on five areas (program management, supply chain management, planning, engineering and operations) | | | | | Diversity and Inclusion | Measured using a combination of the following elements: hiring, promotional and developmental opportunities and placements for diverse candidates | | | | | Division Management | Focused on operational or financial goals or goals relating to environmental, human capital or any other area in which our CEO desires to drive performance. Goals recommended by our CEO and approved by the Committee at the beginning of the performance year are specific to each division’s opportunities and challenges | | | | | | | | | | | Operating Margin | Measured as division operating income as a percentage of division revenues | | | | | Operating Cash Flow | Measured as division cash from operating activities | | | | | Combined Shipbuilding Operating Margin | Measured as the combined OM of the shipbuilding divisions | | | | | Strategic Leadership | Measured based on four metrics (leadership, environmental, social & governance (ESG), cybersecurity and compliance) | | |

  72. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    | 46 | Huntington Ingalls Industries, Inc. |

  73. 2024 ANNUAL INCENTIVE PLAN GOALS AND RESULTS

    Final AIP performance metrics for 2024, as determined by the Committee, were as follows:

  74. Corporate 2024 Metrics for Messrs. Kastner, Stiehle and Boudreaux

    | Corporate 2024 Metrics | Goals @ 0% | Goals @ 100% | Goals @ 200% | Performance Results | Points Earned | Weighting | Final AIP Points | | Financial Metrics | | | | | | | | | OM—Performance (%)(1) | 5.60 | 6.61 | 7.03 | 662.00 | 102 | 45% | 46 | | OCF—Performance ($M) | 1,233 | 1,527 | 1,620 | — | — | 45% | 0 | | Financial Performance | | | | | | | 46 | | Strategic Leadership Metrics | 0 | 100 | 200 | 186 | 186 | 10% | 19 | | Total Performance (CPF) | | | | | Total AIP Score | | 65 |

  75. Newport News Shipbuilding 2024 Metrics for Ms. Boykin

    | Newport News 2024 Metrics | Goals @ 0% | Goals @ 100% | Goals @ 200% | Performance Results | Points Earned | Weighting | Final AIP Points | | Operational Metrics | 0 | 100 | 200 | 129 | 129 | 40% | 52 | | Financial Metrics | | | | | | | | | OM—Performance (%)(1) | 5.66 | 6.66 | 7.16 | 6.38 | 36 | | 14 | | OCF—Performance ($M) | 839 | 989 | 1,039 | 563 | — | | — | | Financial Performance | | | | | | 40% | | | Shipbuilding Operating Margin Metric | | | | | | | | | Combined Shipbuilding OM (%) | 7.00 | 8.00 | 9.00 | 7.49 | 49 | 10% | 5 | | Strategic Leadership Metrics | 0 | 100 | 200 | 190 | 190 | 10% | 19 | | Total Performance (DPF) | | | | | Total AIP Score | | 90 |

  76. Mission Technologies 2024 Metrics for Mr. Green

    | MT 2024 Metrics | Goals @ 0% | Goals @ 100% | Goals @ 200% | Performance Results | Points Earned | Weighting | Final AIP Points | | Operational Metrics | 0 | 100 | 200 | 200 | 200 | 30% | 60 | | Financial Metrics | | | | | | | | | Revenue ($M) | 2,603 | 2,705 | 2,756 | 2,937 | 66 | 60% | 40 | | EBITDA ($M) | 182 | 216 | 224 | 233 | 66 | 60% | 40 | | Operating Cash Flow ($M) | 135 | 188 | 201 | 212 | 68 | 60% | 40 | | Financial Performance | | | | | | 60% | 120 | | Strategic Leadership Metrics | 0 | 100 | 200 | 200 | 200 | 10% | 20 | | Total Performance (DPF) | | | | | Total AIP Score | | 200 |

  77. 2025 ANNUAL INCENTIVE PLAN PERFORMANCE METRIC CHANGE

    2025 ANNUAL INCENTIVE PLAN PERFORMANCE METRIC CHANGE For 2025, the Committee approved several changes to the metrics utilized to measure performance for the annual incentive awards. AIP awards for the year ending December 31, 2025 will be determined based on Company financial performance, strategic leadership performance, and operational performance, which will be determined by the average of the divisions’ operating performance for 2025. In addition, the division AIP metrics for 2025 have been updated to remove operational metrics related to diversity and inclusion, consistent with applicable legal and regulatory requirements.

  78. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION Long-term incentive compensation awards in 2024 were granted under our stockholder-approved Huntington Ingalls Industries, Inc. 2022 Long Term Incentive Stock Plan (the “2022 Plan”). All long-term incentive compensation awards granted to our NEOs in 2024 were comprised of 70% Restricted Performance Stock Rights (“RPSRs”) and 30% Restricted Stock Rights (“RSRs”). The Committee determines long-term incentive compensation target values for our NEOs based upon a peer group analysis, applying value-based guidelines that focus on the award value rather than the number of shares granted (share-based guidelines). The Committee believes value-based guidelines more effectively deliver long-term incentive compensation awards that are consistent with awards received by individuals holding comparable positions at peer companies. Each RPSR and RSR represents the right to receive one share of our common stock, or cash of equivalent value, subject to vesting as provided in the award. The RPSR awards will vest and be distributed following the completion of the performance period beginning January 1, 2024 through December 31, 2026 if goals are met. The RSR awards are time-based only, and vest ratably over a three-year period, with 33 1/3% vesting upon each of the first, second and third anniversaries of the grant date. Dividend equivalent units (“DEUs”) accrue on both RPSR and RSR awards following payment by the Company of a cash dividend on our common stock. These DEUs remain subject to the terms and conditions of the underlying RPSR and RSR grants and are paid only to the extent the underlying RPSRs and RSRs vest. The Committee and management review and evaluate RPSR performance goals to ensure they are aligned with our long-term objectives. For the 2024 grants, the Committee and management determined that performance for long-term incentive compensation awards to our NEOs would be measured using return on invested capital (“ROIC”), earnings before interest, taxes, depreciation, amortization and pension (“EBITDAP”) and relative EBITDAP growth over the performance period from January 1, 2024 through December 31, 2026. The number of shares that ultimately vest and are issued to an NEO under an RPSR award can vary from 0% to 200% of the original number of shares granted plus accrued dividends.

  79. LONG-TERM INCENTIVE COMPENSATION

    | Metric | Weighting | Rationale | Calculation | | Return on Invested Capital | 40% | Measures the Company’s ability to use cash flows to generate returns | ROIC is calculated as Adjusted Free Cash Flow divided by Average Invested Capital | | EBITDAP | 40% | Used as an indicator of the Company’s financial performance | EBITDAP is calculated as Net Earnings, plus interest, taxes, depreciation and amortization, less Net Pension/Post Retirement Benefit/Expense | | Relative EBITDAP Growth | 20% | Used as an indicator of the Company’s financial performance relative to the S&P Aerospace and Defense Select Index (“SPSIAD”), which consists of more than 30 companies | Relative EBITDAP is calculated as our EBITDAP ending balance less our EBITDAP beginning balance, divided by the EBITDAP beginning balance, measured against EBITDAP growth of the SPSIAD |

  80. LONG-TERM INCENTIVE COMPENSATION

    | 48 | Huntington Ingalls Industries, Inc. |

  81. LONG-TERM INCENTIVE COMPENSATION

    For 2024, the long-term incentive compensation target values for our NEOs were approved by the Committee as follows:

  82. LONG-TERM INCENTIVE COMPENSATION

    | Name | 2024 Long-Term Incentive Compensation Target ($) | Actual Award ($) | | Christopher D. Kastner | 6,500,000 | 6,499,823 | | Thomas E. Stiehle | 1,500,000 | 1,499,604 | | Chad N. Boudreaux | 1,150,000 | 1,149,572 | | Jennifer R. Boykin | 1,150,000 | 1,149,572 | | Edgar A. Green III | 1,150,000 | 1,149,572 |

  83. LONG-TERM INCENTIVE COMPENSATION

    The target dollar amounts are grant date theoretical values and not based upon any actual calculation or estimate of payout. An NEO is not guaranteed to receive any payout as a result of the 2024 grants.

  84. 2022-2024 LONG-TERM INCENTIVE PLAN RESULTS

    2022-2024 LONG-TERM INCENTIVE PLAN RESULTS During the first quarter of each year, the Committee reviews our financial performance over the prior three years against approved long-term incentive compensation goals to determine payout multiples for RPSRs with a performance period that ended December 31 of the prior year. At the February 2025 meeting, the Committee reviewed performance for the January 1, 2022 through December 31, 2024 performance period for the 2022 RPSR awards granted in February 2022. The performance score for these equity grants, as approved by the Committee, was calculated as follows:

  85. 2022-2024 LONG-TERM INCENTIVE PLAN RESULTS

    | | HII 2022-2024 Goals | | | Actual Performance (Adj.) | | | | | | Goals @ 0% | Goals @ 100% | Goals @ 200% | Performance Results | Score | Weighting | CPF | | EBITDAP ($M)(1)(4) | 3,425 | 3,605 | 3,785 | 3,852 | 200 | 40% | 80 | | ROIC (%)(2)(4) | 47.11 | 50.43 | 53.74 | 49.02 | 58 | 40% | 23 | | Relative EBITDAP (%)(3) | 25.00 | 55.00 | 75.00 | 31.00 | 30 | 20% | 6 | | Total | | | | | Total LTIP Score | | 109 |

  86. 2022-2024 LONG-TERM INCENTIVE PLAN RESULTS

    (1)Net Earnings before interest, taxes, depreciation, amortization and Net Pension/Post Retirement Expense. (2)Cumulative FCF divided by average invested capital. (3)HII EBITDAP ending balance less HII EBITDAP beginning balance, divided by the EBITDAP beginning balance, measured against EBITDAP growth of the S&P Aerospace and Defense Select Index. (4)The EBITDAP and ROIC metrics were adjusted for the performance period to account for certain business conditions that impacted the timing of revenue and cash flows due to the COVID-19 pandemic that were unanticipated at the time the goals were established. The 2022 RPSR awards paid out at 109% of target, and earned RPSRs were issued on February 24, 2025.

  87. ADDITIONAL BENEFITS

    Defined Benefit Retirement Plans. We maintain tax-qualified defined benefit pension plans that cover all but two of our NEOs and the majority of our workforce. These plans are structured to retain and reward employees for long service and to recognize higher performance levels through annual pay increases. Compensation, age and service factor into the amount of the benefits provided under the plans. We also maintain non-tax-qualified supplemental defined benefit pension plans that cover all but two of our NEOs. These plans provide benefits that would have been provided under the tax-qualified plans if no limits applied to such plans under the Internal Revenue Code (“IRC”). These types of benefits are common in our industry. Defined Contribution Savings Plans. We maintain tax-qualified defined contribution savings plans that cover our NEOs and the majority of our workforce. Participating employees contribute portions of their pay to the plans, and the Company generally provides a matching contribution. We also maintain two non-tax-qualified supplemental savings plans that cover all eligible employees, including our NEOs. The Savings Excess Plan (“SEP”) allows eligible employees to defer compensation beyond the IRC limits of the tax-qualified plans and receive a matching Company contribution. Eligibility begins when annual income, including base pay and bonuses, equals or exceeds $345,000, the plan compensation limit under the IRC for 2024. Eligible employees under the IRC may participate in the plan in the calendar year after their total eligible cash income meets or exceeds this limit. The Officers Retirement Account Contribution Plan (“ORAC”) covers the majority of the Company’s elected and appointed officers hired on or after July 1, 2008, who are not eligible for defined benefit pension plans. Enrollment is automatic, and the Company contributes an amount equal to 4% of the officer’s eligible compensation. Because Messrs. Boudreaux and Green were hired after June 30, 2008, they are not eligible to participate in the Company’s qualified and nonqualified defined benefit pension plans, but they receive the SEP and ORAC benefits described above. Our other NEOs do not receive ORAC benefits. Additional information about the SEP and the ORAC is provided in the Nonqualified Deferred Compensation table. Perquisites. Our NEOs are eligible for certain executive perquisites, which include financial planning, dental insurance, physical exams, personal liability insurance and relocation benefits. These perquisites are common within our industry and comprise an important component of our total compensation package. Management and the Committee review perquisites and benefits on an annual basis to ensure they are appropriate. Severance Benefits. Management and the Committee believe severance benefits are appropriate for a reasonable amount of time following certain terminations of employment, including a termination without cause. In addition to providing a severance plan for all employees, we maintain The Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries. Benefits under this plan for our NEOs include the following: •Lump Sum Cash Severance Payment—A lump sum equal to one and one half (1.5) times the sum of annual base salary and Target Bonus; •Extension of Medical and Dental Benefits—The employer portion of medical and dental insurance premiums for a period of 18 months following the date of termination (concurrent with COBRA); •Financial Planning Reimbursement—Eligible expenses incurred prior to the date of termination and eligible expenses incurred in the year in which the date of termination occurs up to a maximum of $15,000 ($30,000 for the CEO), and any fees incurred in the year following the year in which the date of termination occurs up to a maximum of $15,000 ($30,000 for the CEO); •Executive Physical Reimbursement—Eligible expenses up to $4,000 incurred through the end of the year of termination; and •Outplacement Services Reimbursement—Fees incurred within one year after the date of termination (limited to 15% of base salary as of the date of termination).

  88. Grant Date for Equity Compensation Awards

    Grant Date for Equity Compensation Awards Our annual grant cycle for long-term incentive compensation equity awards occurs simultaneously with annual salary increases and annual incentive compensation awards. We expect this to occur in the first two and one-half months of each year. This timing allows management and the Committee to make decisions on all three compensation elements at the same time to promote a total compensation approach.

  89. STOCK HOLDING REQUIREMENT

    STOCK HOLDING REQUIREMENT Awards granted prior to January 1, 2024 are subject to a holding requirement that requires our NEOs and other officers to hold at least 50% of the total number of shares of our common stock received as compensation until the earlier of (a) the third anniversary of the date such shares are issued or (b) the date that employment terminates due to death or disability. This holding requirement continues upon termination or retirement for a one-year period after separation from the Company and applies to any equity compensation award vesting in that one-year period. The stock holding requirement was eliminated for equity awards granted on or after January 1, 2024.

  90. Summary Compensation Table

    Summary Compensation Table

  91. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) | All Other Compensation ($)(5) | Total ($) | | Christopher D. Kastner, President and Chief Executive Officer | 2024 | 1,280,769 | 6,499,823 | 1,225,250 | 5,316,085 | 231,738 | 14,553,665 | | | 2023 | 1,180,384 | 5,799,855 | 2,997,000 | 3,962,861 | 160,519 | 14,100,619 | | | 2022 | 1,023,077 | 4,399,840 | 1,832,443 | 363,888 | 123,018 | 7,742,266 | | Thomas E. Stiehle, Executive Vice President and Chief Financial Officer | 2024 | 589,597 | 1,499,604 | 307,970 | 1,376,737 | 78,908 | 3,852,816 | | | 2023 | 575,000 | 1,499,944 | 851,000 | 1,823,692 | 65,757 | 4,815,393 | | | 2022 | 571,154 | 1,499,890 | 676,200 | 664,774 | 108,586 | 3,520,604 | | Chad N. Boudreaux, Executive Vice President and Chief Legal Officer | 2024 | 584,470 | 1,149,572 | 305,292 | — | 207,749 | 2,247,083 | | | 2023 | 570,001 | 1,149,814 | 843,600 | — | 160,846 | 2,724,261 | | | 2022 | 563,077 | 1,149,977 | 670,320 | — | 174,005 | 2,557,379 | | Jennifer R. Boykin, Executive Vice President and President, Newport News Shipbuilding(6) | 2024 | 565,567 | 1,149,572 | 409,041 | 46,895 | 77,836 | 2,248,911 | | | 2023 | 551,564 | 1,149,814 | 542,740 | 491,440 | 36,514 | 2,772,071 | | | 2022 | 549,900 | 1,149,977 | 494,202 | — | 35,842 | 2,229,921 | | Edgar A. Green III, Executive Vice President and President, Mission Technologies(7) | 2024 | 550,040 | 1,149,572 | 904,000 | — | 197,330 | 2,800,942 | | | 2023 | 530,458 | 1,149,814 | 814,784 | — | 115,846 | 2,610,902 | | | 2022 | 523,029 | 1,149,977 | 394,661 | — | 460,779 | 2,528,447 |

  92. Summary Compensation Table

    (1)The amounts in this column represent salary earned during the year and include amounts deferred under the savings and nonqualified deferred compensation plans. (2)The dollar values shown in this column are equal to the grant date fair values of equity awards made during the year, computed in accordance with FASB ASC Topic 718. Information a bout the assumptions used to value these awards can be found in Note 18 of the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The grant date values of 2024 RPSRs for each NEO, assuming maximum performance, were:

  93. Summary Compensation Table

    | Christopher D. Kastner | $12,999,646 | | Thomas E. Stiehle | $2,999,208 | | Chad N. Boudreaux | $2,299,144 | | Jennifer R. Boykin | $2,299,144 | | Edgar A. Green III | $2,299,144 |

  94. Summary Compensation Table

    (3)The amounts reported in this column are attributable to the AIP awards earned for 2022, 2023, and 2024, but paid in 2023, 2024, and 2025, respectively. See the Grants of Plan-Based Awards table for more information regarding the range of AIP awards that could have been earned for 2024. (4)The amounts reported in this column represent the changes in actuarial present values of the accumulated benefits under defined benefit pension plans, determined by comparing the prior completed year-end amount to the covered year-end amount. We do not have any deferred compensation plans that provide for above market or preferential earnings. (5)Detailed information on the amounts reported in this column is included in the All Other Compensation table below.

  95. Summary Compensation Table

    | 54 | Huntington Ingalls Industries, Inc. |

  96. 2024 CEO PAY RATIO

    2024 CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K promulgated under the Securities Exchange Act of 1934, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Companies may apply a variety of different methodologies, assumptions, adjustments and estimates in compliance with Item 402(u) of Regulation S-K; as such, the information provided should not be used as a basis for comparisons between different companies. For 2024, the annual total compensation of the median employee of our Company was $77,857 and the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $14,545,636. Based upon this information, the ratio of the annual total compensation of our CEO in 2024, Mr. Kastner, to the median of the annual total compensation of all employees was 187 to 1.

  97. 2024 CEO PAY RATIO

    | | CEO | Median Employee | Pay Ratio | | | Summary Total Compensation and Pay Ratio | $14,553,665 | $77,857 | | 187 |

  98. 2024 CEO PAY RATIO

    Our process for identifying the median of the annual total compensation of all our employees, as well as determining the annual total compensation of our median employee and our CEO, was as follows: We determined that, as of December 31, 2024, our employee population consisted of approximately 44,258 individuals. For purposes of determining our median employee, we excluded 14 employees located in the United Kingdom and Australia. The remaining workforce (excluding our CEO) was 44,243 employees. This population consisted of our full-time, part-time, temporary and seasonal employees. Our practice is to perform the median employee analysis each year. December 31, 2024, was selected as the date upon which we would identify the “median employee,” because it allowed us to identify our median employee in a reasonably efficient and economical manner. To identify the median employee, we compared 2024 W-2 taxable Medicare wages (Box 5) as reported to the Internal Revenue Service. This compensation measure was consistently applied to all employees included in the calculation. As a result of our analysis, we identified a new median employee for 2024, we calculated annual total compensation for such employee using the same methodology we use for reporting compensation of our NEOs on the 2024 Summary Compensation Table above. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the table.

  99. 2024 CEO PAY RATIO

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  100. 2024 GRANTS OF PLAN BASED AWARDS

    2024 GRANTS OF PLAN BASED AWARDS The following table provides additional information about equity and non-equity incentive compensation awards we granted to our NEOs during the year ended December 31, 2024.

  101. 2024 Grants of Plan Based Awards

    2024 Grants of Plan Based Awards

  102. 2024 Grants of Plan Based Awards

    | | | | Estimated Potential Payouts Under Non Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher D. Kastner | Annual Incentive Plan | | — | 1,885,000 | 3,770,000 | | | | | | | | Long-Term (RPSRs) | 2/26/2024 | | | | — | 15,780 | 31,560 | | 4,549,847 | | | Long-Term (RSRs) | 2/26/2024 | | | | — | | | 6,763 | 1,949,976 | | Thomas E. Stiehle | Annual Incentive Plan | | — | 473,800 | 947,600 | | | | | | | | Long-Term (RPSR) | 2/26/2024 | | | | — | 3,641 | 7,282 | | 1,049,810 | | | Long-Term (RSR) | 2/26/2024 | | | | — | | | 1,560 | 449,795 | | Chad N. Boudreaux | Annual Incentive Plan | | — | 469,680 | 939,360 | | | | | | | | Long-Term (RPSRs) | 2/26/2024 | | | | — | 2,791 | 5,582 | | 804,729 | | | Long-Term (RSRs) | 2/26/2024 | | | | — | | | 1,196 | 344,843 | | Jennifer R. Boykin | Annual Incentive Plan | | — | 454,490 | 908,980 | | | | | | | | Long-Term (RPSRs) | 2/26/2024 | | | | — | 2,791 | 5,582 | | 804,729 | | | Long-Term (RSRs) | 2/26/2024 | | | | — | | | 1,196 | 344,843 | | Edgar A. Green III | Annual Incentive Plan | | — | 452,000 | 904,000 | | | | | | | | Long-Term (RPSRs) | 2/26/2024 | | | | — | 2,791 | 5,582 | | 804,729 | | | Long-Term (RSRs) | 2/26/2024 | | | | — | | | 1,196 | 344,843 |

  103. 2024 Grants of Plan Based Awards

    (1)Amounts in these columns show the ranges of payouts that were possible under our Annual Incentive Plan based on performance during 2024, as described in the Compensation Discussion and Analysis. The amounts actually earned for 2024 are included in the Summary Compensation Table. (2)These amounts reflect RPSRs granted in 2024 under the 2022 Plan. For additional details on our RPSRs, see “2024 Compensation Elements — Long-Term Incentive Compensation.” (3)These amounts reflect RSRs granted in 2024 under the 2022 Plan. For additional details on our RSRs, see “2024 Compensation Elements — Long-Term Incentive Compensation.” (4)The amounts reported in this column represent the full grant date fair values of the equity awards computed in accordance with the FASB ASC Topic 718.

  104. 2024 Grants of Plan Based Awards

    | 56 | Huntington Ingalls Industries, Inc. |

  105. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END The following table summarizes the equity compensation awards made to our NEOs that were outstanding as of December 31, 2024.

  106. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End

  107. Outstanding Equity Awards at 2024 Year-End

    | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested(1) (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | Christopher D. Kastner | 2/26/2024 | | | 16,057 | 3,034,276 | | | 2/26/2024 | 6,882 | 1,300,431 | | | | | 2/28/2023 | | | 28,014 | 5,293,769 | | | 3/1/2022 | | | 22,896 | 4,326,576 | | Thomas E. Stiehle | 2/26/2024 | | | 3,705 | 700,114 | | | 2/26/2024 | 1,587 | 299,966 | | | | | 2/28/2023 | | | 7,245 | 1,369,061 | | | 3/1/2022 | | | 7,805 | 1,474,914 | | Chad N. Boudreaux | 2/26/2024 | | | 2,840 | 536,671 | | | 2/26/2024 | 1,217 | 229,974 | | | | | 2/28/2023 | | | 5,554 | 1,049,483 | | | 3/1/2022 | | | 5,984 | 1,130,828 | | Jennifer R. Boykin | 2/26/2024 | | | 2,840 | 536,671 | | | 2/26/2024 | 1,217 | 229,974 | | | | | 2/28/2023 | | | 5,554 | 1,049,483 | | | 3/1/2022 | | | 5,984 | 1,130,828 | | Edgar A. Green III | 2/26/2024 | | | 2,840 | 536,671 | | | 2/26/2024 | 1,217 | 229,974 | | | | | 2/28/2023 | | | 5,554 | 1,049,483 | | | 3/1/2022 | | | 5,984 | 1,130,828 |

  108. Outstanding Equity Awards at 2024 Year-End

    (1)Outstanding RSRs generally vest ratably over a three-year period, with 33 1/3% vesting upon each of the first, second and third anniversaries of the grant date. (2)The market values are based on the closing price of our common stock on December 31, 2024 of $188.97. (3)The numbers in this column assume target performance levels for RPSRs. The RPSR awards granted in 2024, 2023, and 2022 vest based upon performance for the three-year period ending on December 31, 2026, 2025, and 2024, respectively. See “2022-2024 Long-Term Incentive Plan Goals and Results” for the actual vesting amounts of the 2022 RPSRs. The number of shares reflected in the table for the 2024, 2023, and 2022 awards also includes DEUs accrued through December 31, 2024. DEUs vest only to the extent the underlying performance award vests.

  109. Outstanding Equity Awards at 2024 Year-End

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  110. STOCK VESTED IN 2024

    STOCK VESTED IN 2024 The following table provides additional information about the value realized by our NEOs on vesting of stock awards during the year ended December 31, 2024. We did not have any stock options outstanding in 2024.

  111. 2024 Stock Vested

    2024 Stock Vested

  112. 2024 Stock Vested

    | | Stock Awards | | | Name & Principal Position | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Christopher D. Kastner | 16,167 | 4,661,744 | | Thomas E. Stiehle | 8,083 | 2,330,652 | | Chad N. Boudreaux | 7,678 | 2,213,851 | | Jennifer R. Boykin | 9,295 | 2,680,199 | | Edgar A. Green III | 9,294 | 2,679,946 |

  113. 2024 Stock Vested

    (1)The numbers in this column represent shares that were received in 2024 based upon the achievement of performance goals on RPSRs for the three-year period from 2021 through 2023. (2)The values in this column are calculated by multiplying the number of RPSRs vested by the closing price of our common stock on the NYSE on the date of vesting.

  114. 2024 PENSION BENEFITS

    2024 PENSION BENEFITS The following table shows the present value of accumulated benefits payable to each of our NEOs under the qualified defined benefit pension plans and nonqualified defined benefit pension plans that we sponsor.

  115. 2024 Pension Benefits

    2024 Pension Benefits

  116. 2024 Pension Benefits

    | Name & Principal Position | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Christopher D. Kastner(2) | OSERP | 33.917 | 4,086,650 | — | | | HII Supplemental Plan 2—ERISA 2 | 33.917 | 12,988,231 | — | | | HII Retirement Plan “B” | 33.917 | 1,878,741 | — | | Thomas E. Stiehle(2) | OSERP | 38.000 | 3,239,315 | — | | | HII Supplemental Plan 2—ERISA 2 | 38.000 | 3,859,114 | — | | | HII Retirement Plan “B” | 38.000 | 1,735,717 | — | | Chad N. Boudreaux(3) | — | — | — | — | | Jennifer R. Boykin(2) | OSERP | 37.000 | 1,402,516 | — | | | HII NNS Inc. Retirement Benefit Restoration Plan | 37.000 | 3,571,302 | — | | | HII NNS Inc. Retirement Plan | 37.000 | 1,879,089 | — | | Edgar A. Green III(4) | — | — | — | — |

  117. 2024 Pension Benefits

    (1)While benefits may be spread over different plans, it is our policy that an executive’s total benefit under these plans is essentially limited to 60% of such executive’s final average pay. (2)As of December 31, 2014, the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan was consolidated with other nonqualified defined benefit pension plans to form the Huntington Ingalls Industries Omnibus Supplemental Retirement Plan. As of December 31, 2019, the OSERP and Huntington Ingalls Industries Supplemental Plan 2—ERISA 2 were merged into the Huntington Ingalls Industries Omnibus Supplemental Retirement Plan, which was subsequently renamed the Huntington Ingalls Industries Consolidated Supplemental Retirement Plan.

  118. 2024 Pension Benefits

    | 58 | Huntington Ingalls Industries, Inc. |

  119. 2024 Pension Benefits

    (3)Mr. Boudreaux was hired in August 2011 and is, therefore, not eligible to participate in any historical defined benefit pension plans, which were closed to new participants in 2008. Mr. Boudreaux does, however, participate in Company sponsored defined contribution plans. (4)Mr. Green was hired in March 2011 and is, therefore, not eligible to participate in any historical defined benefit pension plans, which were closed to new participants in 2008. Mr. Green does, however, participate in Company sponsored defined contribution plans. The pension values represent the present values of the benefits expected to be paid in the future. They do not represent actual lump sum values that may be paid from a plan. The amount of future payments is based on the current accrued pension benefit as of December 31, 2024. Pursuant to SEC disclosure rules, (i) the actuarial assumptions used to calculate amounts for this table are the same as those used for our financial statements, and (ii) all pension values are determined assuming the NEO works until the specified retirement age, which is the earliest unreduced retirement age (as defined in each plan).

  120. GENERAL EXPLANATION OF THE PENSION BENEFITS TABLE

    GENERAL EXPLANATION OF THE PENSION BENEFITS TABLE Individual employees may be covered by several different pension plans as a result of our history as a division of Northrop Grumman. However, an executive’s total benefit under the pension plans is essentially limited to 60% of his or her final average pay. The accrued tax qualified pension benefit cannot be reduced or taken away under applicable law, so all historical pension plans have been maintained. Pension plans provide income during retirement, as well as benefits in special circumstances, including death and disability. In general, the plans are structured to reward and retain employees of long service and recognize higher achievement levels through increases in annual pay. The term “qualified plan” generally means a plan that qualifies for favorable tax treatment under IRC Section 401. Savings plans (also known as 401(k) plans) and traditional pension plans are examples of qualified plans. Qualified plans apply to a broad base of employees. The term “nonqualified plan” generally means a plan that is limited to a specified group of management personnel. Our nonqualified plans supplement our qualified plans and (1) provide benefits that would be provided under our qualified plans if there were no limitations imposed by the IRC and (2) provide a minimum level of pension benefits to our executives in recognition of their higher levels of responsibility. The amounts in the table are based upon the specific provisions of each plan, which are described in more detail below. Two basic types of pension benefits are reflected in the Pension Benefits table: traditional benefits and cash balance benefits. For purposes of computing amounts in the table, traditional benefits are determined based on the annual pension earned as of December 31, 2024, and include any supplemental payments. Cash balance benefits are based upon the account balance as of December 31, 2024, plus a future interest credit, converted to an annuity using the applicable conversion factors. Messrs. Stiehle and Kastner participate in the Huntington Ingalls Industries Retirement Plan “B” and the Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2 (“ERISA 2”). Ms. Boykin participates in the HII Newport News Shipbuilding Inc. Retirement Plan and the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan. Messrs. Boudreaux and Green participate in the Huntington Ingalls Industries Officers Retirement Account Contribution Plan (“ORAC”). Each NEO, except Messrs. Boudreaux and Green, also participates in the Officers Supplemental Executive Retirement Program (“OSERP”). Effective December 31, 2014, the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan was consolidated with other nonqualified defined benefit pension plans to form the Huntington Ingalls Industries Omnibus Supplemental Retirement Plan. The consolidation does not affect the benefit amounts payable to the participants. Effective December 31, 2019, the Huntington Ingalls Industries Officers Supplemental Executive Retirement Program (the “OSERP”) and Huntington Ingalls Industries Supplemental Plan 2—ERISA 2 were merged into the Huntington Ingalls Industries Omnibus Supplemental Retirement Plan, which was subsequently renamed the Huntington Ingalls Industries Consolidated Supplemental Retirement Plan. This merger does not affect the benefit amounts payable to the participants. The changes in pension values shown in the Summary Compensation Table include the effects of: •an additional year of service from December 31, 2023 to December 31, 2024; •changes in eligible pension pay; •changes in applicable pay cap limits; and •changes in actuarial assumptions.

  121. GENERAL EXPLANATION OF THE PENSION BENEFITS TABLE

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  122. Table 2 (Part D Formula)

    Table 2 (Part D Formula)

  123. Table 2 (Part D Formula)

    | | Credit Amount | | | Points (attained age and total service) | All Eligible Pay (%) | Eligible Pay in Excess of Social Security Wage Base (%) | | Under 25 | 3.5 | 4.0 | | 25 to 34 | 4.0 | 4.0 | | 35 to 44 | 4.5 | 4.0 | | 45 to 54 | 5.0 | 4.0 | | 55 to 64 | 5.5 | 4.0 | | 65 to 74 | 6.5 | 4.0 | | 75 to 84 | 7.5 | 4.0 | | Over 84 | 9.0 | 4.0 |

  124. Table 2 (Part D Formula)

    •Vesting. Participants vest in their program benefits upon completion of three years of service. As of December 31, 2024, each NEO participating in a qualified pension plan has a non-forfeitable right to receive retirement benefits, which are payable upon early (if eligible) or normal retirement, as elected by the NEO. •Form of Benefit. The standard form of benefit is an annuity payable for the life of the participant. At normal retirement, the annuity for the cash balance formula is equal to the accumulated account balance divided by 9. Other annuity options may be elected; however, each option is actuarially equivalent in value to the standard form.

  125. Table 2 (Part D Formula)

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  126. Table 2 (Part D Formula)

    •Pay. Pay for purposes of the cash balance, the HII Grumman Pension Plan formula and the HII Northrop Grumman Retirement Plan formula is primarily salary plus the annual cash bonus. Final average pay for the HII Newport News Shipbuilding Inc. Retirement Plan is determined using base salary only. Pay is limited by IRC Section 401(a)(17). •Normal Retirement. Normal retirement means the benefit is not reduced for early commencement. It is generally specified in each formula as: age 65 for the HII Grumman Pension Plan, the HII Northrop Grumman Retirement Plan and the HII Newport News Shipbuilding Inc. Retirement Plan formulas and the later of age 65 and three years of vesting service for the cash balance formula. •Early Retirement. Early retirement eligibility for the historical HII Newport News Shipbuilding Inc. Retirement Plan, HII Grumman Pension Plan (post-1994 benefits), the HII Northrop Grumman Retirement Plan and the cash balance formulas occurs when the participant both attains age 55 and completes ten years of service. Early retirement eligibility for the historical HII Grumman Pension Plan (pre-1995 benefits) occurs when the participant attains age 60 with at least one year of service or age 50 with at least 20 years of service. Early retirement benefits under both the historical and cash balance formulas may be reduced for commencement prior to normal retirement to reflect the longer period of time over which the benefit will be paid. Messrs. Stiehle and Kastner and Ms. Boykin have reached the age of 55 and have completed ten or more years of service. Mr. Stiehle has reached the age of 50 and completed 20 years of service. Accordingly, each of Messrs. Stiehle and Kastner and Ms. Boykin are eligible for early retirement under the Huntington Ingalls Industries Retirement Plan “B” (which includes historical benefits from the HII Grumman Pension Plan and the HII Northrop Grumman Retirement Plan) or the HII Newport News Shipbuilding Inc. Retirement Plan, as applicable. Early retirement benefits for each NEO cannot commence prior to termination of employment. Messrs. Boudreaux and Green do not participate in any defined benefit pension plans.

  127. DESCRIPTION OF NONQUALIFIED PLANS

    DESCRIPTION OF NONQUALIFIED PLANS Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2. This plan is a nonqualified plan that provides benefits that would have been paid under the Huntington Ingalls Industries Retirement Plan “B” but for the IRC Section 401(a)(17) limit on the amount of compensation that must be taken into account under a qualified plan. The definition of compensation under this plan also includes compensation under deferred compensation plans. Benefits under this plan are subject to a general limitation of 60% of final average pay (reduced for early retirement, if applicable, according to the rules of the OSERP) for all Company pension benefits. Optional forms of payment are generally the same as those from the qualified plan, plus a 13-month delayed lump sum option on a portion of the benefit. Reductions for early retirement apply in the same manner as under the associated qualified plan. Messrs. Stiehle and Kastner began participating in the plan when they reached applicable pay grades for inclusion in the plan. HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan. This plan is a nonqualified plan that provides benefits that would have been paid under the HII Newport News Shipbuilding Inc. Retirement Plan but for the IRC Section 401(a)(17) limit on the amount of compensation that must be taken into account under a qualified plan and the IRC Section 415 limit on benefits that may be paid under a qualified plan. The definition of compensation under this plan also includes compensation under deferred compensation plans. Benefits under the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan are subject to a general limitation of 60% of final average pay (reduced for early retirement, if applicable, according to the rules of the OSERP for all pension benefits). Optional forms of payment are the same as those under the HII Newport News Shipbuilding Inc. Retirement Plan. Reductions for early retirement apply in the same manner as under the HII Newport News Shipbuilding Inc. Retirement Plan. Ms. Boykin began participating in the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan when she reached applicable pay grades for inclusion in the plan. Officers Supplemental Executive Retirement Program. The OSERP is a nonqualified plan frozen to new entrants on July 1, 2008. Accordingly, officers hired on or after this date and any promoted officers who do not participate in a qualified defined benefit pension plan are not allowed to participate in the program. On December 31, 2018, this program was also closed to those officers whose hire date was prior to July 1, 2008, but promotion date occurred on or after January 1, 2019. Instead, officers who were hired on or after July 1, 2008, or promoted on or after January 1, 2019, participate in the Huntington Ingalls Industries Officers Retirement Account Contribution Plan, which is a defined contribution plan arrangement.

  128. DESCRIPTION OF NONQUALIFIED PLANS

    | 62 | Huntington Ingalls Industries, Inc. |

  129. DESCRIPTION OF NONQUALIFIED PLANS

    Messrs. Stiehle and Kastner and Ms. Boykin participate in the Huntington Ingalls Industries Officers Supplemental Executive Retirement Program, which provides a total pension benefit equal to a percentage of final average pay (the average pay without the IRC Section 401(a)(17) limit and including deferred compensation in the three highest-paid plan years during the greater of (i) the last ten consecutive years of participation or (ii) all consecutive years of participation since January 1, 1997) where the percentage is determined by the following formula: 2% for each year of service up to ten years, 1.5% for each subsequent year up to 20 years and 1% for each additional year over 20 and less than 45, less any other HII pension benefits. Under the OSERP, all years of service with HII are used to determine the final percentage. The OSERP benefit, when combined with all HII pension benefits, cannot exceed the general limit of 60% of final average pay (reduced for early retirement, if applicable, according to the rules of the OSERP). Optional forms of payment are generally the same as those under the qualified plan, plus a 13-month delayed lump sum option on a portion of the Huntington Ingalls Industries Officers Supplemental Executive Retirement Program benefit. •Normal Retirement: Age 65. •Early Retirement: Age 55 and completion of ten years of service. Benefits are reduced by the lesser of 2.5% for each year between retirement age and age 65, or 2.5% for each point less than 85 at retirement. Points are equal to the sum of age and years of service. •Vesting: Participants vest in their OSERP benefits upon attaining age 55 and completion of ten years of service or attaining age 65 and completion of five years of service. These milestones must be attained prior to termination from HII. Huntington Ingalls Industries Consolidated Supplemental Retirement Plan. Effective December 31, 2014, the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan was consolidated with other nonqualified defined benefit pension plans to form the Huntington Ingalls Industries Omnibus Supplemental Retirement Plan. The consolidation does not affect the benefit amounts payable to the participants. Effective December 31, 2019, the OSERP and ERISA 2 were merged into the Huntington Ingalls Industries Omnibus Supplemental Retirement Plan, which was subsequently renamed the Huntington Ingalls Industries Consolidated Supplemental Retirement Plan. This merger does not affect the benefit amounts payable to the participants. Section 409A Restrictions on Timing and Optional Forms of Payment. Under IRC Section 409A, employees who participate in Company-sponsored nonqualified plans, such as the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan, the Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2 and the OSERP are subject to special rules regarding the timing and forms of payment for benefits earned or vested after December 31, 2004 (“post-2004 benefits”). Payment of post-2004 benefits must begin on the first day of the month coincident with or following the later of attainment of age 55 and termination from the Company. The optional forms of payment for post-2004 benefits are limited to a single life annuity or a selection of joint and survivor options. Specific Assumptions Used to Estimate Present Values. The following assumptions were used to estimate the present values in the Pension Benefits table: •Assumed Retirement Age: For all plans, pension benefits are assumed to begin at the earliest retirement age that the participant can receive an unreduced benefit payable from the plan. OSERP benefits are first unreduced once an NEO reaches age 55 and accumulates 85 points or reaches age 65. HII Newport News Shipbuilding Inc. Retirement Plan and associated HII Newport News Shipbuilding Inc. Retirement Restoration Plan benefits (Part A and B benefits) are first unreduced at the earlier of age 62 and completion of ten years of service or age 65. For the HII Grumman Pension Plan (pre-1995 benefits), vested benefits are first unreduced at age 60. For the HII Grumman Pension Plan (post-1994 Part A and Part B benefits), the HII Northrop Grumman Retirement Plan (Part A and B benefits) and the associated Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2 (Part A and B benefits), vested benefits are first unreduced once an NEO reaches age 55 and accumulates 85 points or reaches age 65. Given each NEO’s period of service, cash balance benefits (Part C and D benefits) will be converted to an annuity on an unreduced basis starting at age 55.

  130. DESCRIPTION OF NONQUALIFIED PLANS

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  131. DESCRIPTION OF NONQUALIFIED PLANS

    When portions of an NEO’s benefit under the “Part A + Max (Part B or Part C) + Part D” structure have different unreduced retirement ages, the later unreduced age is used for the entire benefit. •Discount Rate: The applicable discount rates are as follows:

  132. DESCRIPTION OF NONQUALIFIED PLANS

    | Plan Name | 12/31/2024 (%) | 12/31/2023 (%) | | Huntington Ingalls Industries Supplemental Plan 2 | 5.91 | 5.26 | | Huntington Ingalls Industries Retirement Plan “B” | 5.94 | 5.27 | | HII Newport News Shipbuilding Inc. Retirement Plan | 5.98 | 5.26 | | HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan | 5.91 | 5.26 | | Officers Supplemental Executive Retirement Program | 5.91 | 5.26 |

  133. DESCRIPTION OF NONQUALIFIED PLANS

    •Mortality Table: A variation of the Pri-2012 and MP-2021 mortality tables, adjusted to reflect the Company’s experience and expectations. •Present Values: Present values are calculated using the Assumed Retirement Age, Discount Rate and Mortality Table described above; they assume no pre-retirement mortality, disability or termination and that the NEO remains employed until his or her earliest unreduced retirement age. •Future Investment Crediting Rate Assumption: Cash balance amounts are projected to the Assumed Retirement Age based on the future investment crediting rate assumptions of 3.58% as of December 31, 2023, and 3.54% as of December 31, 2024. These rates are used in conjunction with the discount rate to estimate the present value amounts for cash balance benefits. Information on Executives Eligible to Retire. Messrs. Stiehle and Kastner and Ms. Boykin are eligible to retire early and begin pension benefits immediately under all plans in which they participate. Their total annual immediate benefit, assuming they had terminated on December 31, 2024, is $722,204 for Mr. Stiehle, $1,561,042 for Mr. Kastner and $559,373 for Ms. Boykin.

  134. 2024 NONQUALIFIED DEFERRED COMPENSATION

    2024 NONQUALIFIED DEFERRED COMPENSATION The following table summarizes the compensation of our NEOs under our nonqualified deferred compensation plans.

  135. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  136. 2024 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Christopher D. Kastner | Savings Excess | 393,277 | 157,311 | 20,281 | — | 2,743,171 | | Thomas E. Stiehle | Savings Excess | 164,340 | 43,824 | 246,391 | — | 1,506,409 | | Chad N. Boudreaux | Savings Excess | 97,476 | 97,476 | 60,960 | — | 1,149,564 | | | ORAC | — | 57,123 | 18,924 | — | 524,531 | | Jennifer R. Boykin | Savings Excess | 61,065 | 30,533 | (50,000) | | 850,613 | | Edgar A. Green III | Savings Excess | 102,947 | 92,652 | 203,707 | — | 2,018,239 | | | ORAC | — | 54,979 | (37,610) | — | 473,406 |

  137. 2024 Nonqualified Deferred Compensation

    (1)Executive contributions in this column also are included in the salary and non-equity incentive plan columns of the 2024 Summary Compensation Table. (2)Company contributions in this column are included under the All Other Compensation column in the 2024 Summary Compensation Table and under the 2024 All Other Compensation table. (3)Aggregate earnings in the last fiscal year are not included in the 2024 Summary Compensation Table because they are not above market or preferential.

  138. 2024 Nonqualified Deferred Compensation

    | 64 | Huntington Ingalls Industries, Inc. |

  139. 2024 Nonqualified Deferred Compensation

    (4)The only amounts reflected in this column that previously were reported as compensation to the NEO in the Summary Compensation Table are executive and Company contributions for the respective fiscal year-end and only if the NEO was reported as an NEO for each respective year. Aggregate earnings in this column were not reported previously in the Summary Compensation Table. •Mr. Kastner’s aggregate SEP account balance includes $1,369,537 in employee contributions. •Mr. Stiehle’s aggregate SEP account balance includes $672,334 in employee contributions. •Mr. Boudreaux’s aggregate SEP account balance includes $458,359 in employee contributions. •Ms. Boykin’s aggregate SEP account balance includes $451,324 in employee contributions. •Mr. Green’s aggregate SEP account balance includes $822,353 in employee contributions.

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables below provide estimated payments and benefits that we would have provided each NEO if his or her employment had terminated on December 31, 2024, for specified reasons. This information is based upon the assumption that employment terminated on December 31, 2024, and uses the closing price of our common stock of $188.97 on the NYSE as of December 31, 2024. These payments and benefits are provided under the following plans: •The Severance Plan for Elected and Appointed Officers •The 2012 Long-Term Incentive Stock Plan and 2022 Long-Term Incentive Stock Plan and terms and conditions of equity awards We summarize below these plans before providing the estimated payment and benefit amounts in the tables. Due to the many factors that affect the nature and amount of any benefits provided upon the termination events discussed below, any actual amounts paid or distributed to our NEOs may be different. Factors that may affect these amounts include timing during the year of the occurrence of the event, our stock price and the NEO’s age.

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The amounts described in the tables below are in addition to each NEO’s benefits described in the Pension Benefits and Nonqualified Deferred Compensation tables, as well as benefits generally available to our employees such as distributions under our 401(k) plan, disability and life insurance benefits and accrued vacation.

  143. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT The following tables show the values of payments and other benefits due to our NEOs under the Severance Plan, the 2012 Plan and the 2022 Plan, assuming a termination of employment as of December 31, 2024.

  144. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, we are providing the following information about the relationship between compensation actually paid (“CAP”) as calculated pursuant to Item 402(v) and performance. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the executives or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For further information concerning HII’s variable pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above.

  145. Pay Versus Performance

    | | | | Summary Compensation Table Total for second PEO(1) (b) | | Compensation Actually Paid to first PEO(2) (c) | | Compensation Actually Paid to second PEO(2) (c) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) (d) | | Average Compensation Actually Paid to Non-PEO NEOs(4) (e) | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | Year (a) | Summary Compensation Table Total for first PEO(1) (b) | | | | | | | | | | | | Total Shareholder Return(5) (f) | | Peer Group Total Shareholder Return(6) (g) | | Net Income (millions)(7) (h) | | EBITDAP (millions)(8) (i) | | | | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | 2024 | | 14,553,665 | | n/a | | 4,425,245 | | n/a | | 2,787,438 | | 1,398,520 | | 84 | | 154 | | 550 | | 941 | | 2023 | | 14,100,619 | | n/a | | 14,030,077 | | n/a | | 3,519,012 | | 3,969,418 | | 113 | | 125 | | 681 | | 1,211 | | 2022 | | 7,742,266 | | 3,635,247 | | 9,452,779 | | 7,011,842 | | 2,739,014 | | 3,404,890 | | 98 | | 102 | | 579 | | 1,060 | | 2021 | | 7,714,067 | | n/a | | 10,473,486 | | n/a | | 2,769,626 | | 3,287,420 | | 78 | | 108 | | 544 | | 972 | | 2020 | | 6,440,417 | | n/a | | 1,676,179 | | n/a | | 3,077,970 | | 1,219,510 | | 70 | | 106 | | 696 | | 796 |

  146. Pay Versus Performance

    (1)The PEO for 2024 and 2023 is Christopher D. Kastner. During 2022, two individuals served as HII’s Principal Executive Officer (“PEO”). The first PEO included in the table for 2022 is Mr. Kastner, and the second PEO is C. Michael Petters. The PEO for 2021 and 2020 is Mr. Petters. (2)The dollar amounts reported in columns (c) represent the amount of CAP to the first PEO and the second PEO (for 2022), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. The following adjustments were made to the PEO’s total compensation for each applicable year to determine the compensation actually paid in accordance with SEC rules:

  147. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail under “Compensation Discussion and Analysis” above, HII’s executive compensation program reflects a variable pay for performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, HII generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  148. Compensation Actually Paid and TSR/Peer TSR

    Compensation Actually Paid and TSR/Peer TSR

  149. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  150. Compensation Actually Paid and EBITDAP

    Compensation Actually Paid and EBITDAP