Jennifer Boykin
About Jennifer R. Boykin
Jennifer R. Boykin (age 60) is an independent director at Armada Hoffler Properties, appointed March 1, 2025. She is Executive Vice President of Huntington Ingalls Industries (HII) since January 2025, and previously served as President of HII’s Newport News Shipbuilding division from July 2017 to December 2024. She holds a B.S. in marine engineering (U.S. Merchant Marine Academy) and an M.S. in engineering management (George Washington University), and was appointed in 2019 by the U.S. President to the USMMA Board of Visitors. Recognitions include 2021 Kings Pointer of the Year and the Marine Machinery Association’s 2023 Jack Flannigan Award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington Ingalls Industries (HII) | Executive Vice President | Jan 2025 – present | EVP at the parent defense shipbuilding/technology company |
| HII – Newport News Shipbuilding | President | Jul 2017 – Dec 2024 | Led HII’s largest division; prior roles included VP Engineering & Design, VP Quality & Process Excellence, Director of Facilities & Waterfront Support, Nuclear Engineering Program Manager |
External Roles
| Organization | Role/Capacity | Tenure/Notes | Focus |
|---|---|---|---|
| Virginia Business Council | Member | Not disclosed | Senior state business leadership forum |
| Commonwealth of Virginia Growth and Opportunity Board | Member | Not disclosed | State economic development advisory |
| Old Dominion University Women’s Initiative Network Board | Board Member | Not disclosed | Talent/education advancement |
| U.S. Merchant Marine Academy (USMMA) | Board of Visitors (Presidential appointee) | Appointed 2019 | Academic/governance oversight |
Board Governance
- Independence: The Board affirmatively determined Ms. Boykin is independent under NYSE and SEC rules .
- Committee assignments: As of the proxy date, the Board had not yet appointed Ms. Boykin to any standing committee (Audit, Compensation, or Nominating & Corporate Governance) .
- Board structure and oversight: Board has three fully independent committees; majority independent; majority voting in uncontested elections; regular executive sessions; Lead Independent Director designated (transitioning to James A. Carroll after the 2025 Annual Meeting) .
- Attendance baseline: In 2024, the Board met three times and all then-serving directors met the 75% attendance threshold; Ms. Boykin joined in 2025 (attendance not applicable for 2024) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Payable quarterly; directors may elect up to 100% in fully vested common stock or LTIP units in lieu of cash . |
| Committee chair retainers | Audit $12,500; Compensation $10,000; Nominating & Governance $10,000 | Additional to base retainer . |
| Lead Independent Director retainer | $15,000 | Additional to base retainer . |
| Office/other | None disclosed for independent directors | Standard reimbursement of travel expenses for Board duties . |
- 2024 compensation: Ms. Boykin received no 2024 director compensation as she joined March 1, 2025 .
- Non-employee director annual retainer structure confirmed as unchanged for 2025 vs. 2024 .
Performance Compensation
| Component | Instrument | Grant Value/Timing | Vesting | Other Terms |
|---|---|---|---|---|
| Annual equity award | Restricted shares or Time-Based LTIP units (director election) | $55,000 (typical program level) granted at annual meeting | Vests on the date of the first annual meeting following grant, subject to continued service | Director may elect equity form; dividends paid on unvested restricted shares/LTIPs; full vest on change in control under the plan . |
- Equity plan limit for non-employee directors: Combined cash + equity compensation capped at $500,000 per director per calendar year (grant date fair value basis) .
- Equity plan features: No repricing/cash buyouts of options/SARs without stockholder approval; no liberal share recycling; no evergreen; no tax gross-ups; no liberal CIC definition .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships (other than AHH) | None disclosed in proxy biography . |
| Compensation Committee interlocks | For FY2024, the Compensation Committee members were Allen, Cherry (Chair), and Hardy; the proxy reports no interlocks with other companies during 2024 (Ms. Boykin joined in 2025 and was not on the committee) . |
Expertise & Qualifications
- Technical/operational leadership: Decades of accomplishments in nuclear shipbuilding, including senior roles overseeing engineering, design, quality/process excellence, facilities, and program management at HII .
- Education: B.S. marine engineering (USMMA) and M.S. engineering management (GWU) .
- Workforce/DEI/STEM advocacy: Recognized leader in STEM education and workforce development; external civic/academic board roles; notable industry awards in 2021 and 2023 .
Equity Ownership
| Holder | Common Shares | OP Units & Time-Based LTIP Units | Total Beneficial Units | % of All Shares+Units | Notes |
|---|---|---|---|---|---|
| Jennifer R. Boykin | 0 | 1,699 | 1,699 | <1% | Beneficial ownership as of April 21, 2025 . |
| Stock Ownership Guidelines (Directors) | Minimum Requirement | Boykin Value of Qualifying Securities (as of 4/1/2025) | Compliance Deadline |
|---|---|---|---|
| 3x annual equity award + cash retainer | $330,000 | $17,381 | March 1, 2030 (5 years from joining Board) . |
- Governance alignment policies: Company maintains stock ownership and retention guidelines; an Incentive Compensation Clawback Policy (effective Oct 2, 2023); and an Anti-Hedging Policy prohibiting derivative/hedging transactions in company securities .
- Elections in equity: Directors can elect to receive cash retainers in fully vested stock or LTIP units, reinforcing alignment .
Related-Party & Conflicts Review
| Topic | Disclosure |
|---|---|
| Related-party transactions | Company maintains a formal Related Person Transaction Policy with Audit Committee review. The 2025 proxy does not disclose any related-party transactions involving Ms. Boykin . |
| Independence determination | Board affirmed Ms. Boykin’s independence under NYSE and SEC rules . |
| Indemnification | Company provides indemnification agreements to directors as permitted by Maryland law . |
Governance Assessment
-
Positives:
- Independent director with deep operating/engineering expertise likely valuable for risk oversight, capital projects, and process discipline .
- Strong alignment architecture at AHH (ownership guidelines, anti-hedging, clawback, majority independent board, fully independent committees, majority voting standard) supports investor confidence .
- High Say-on-Pay support (95.9% in 2024) indicates constructive shareholder engagement backdrop .
-
Watch items:
- As a new appointee, Ms. Boykin had not yet been assigned to Board committees as of the proxy; monitoring future committee placement (e.g., Audit or Nominating & Governance) will clarify her governance impact .
- Current ownership is below guideline early in tenure (value $17,381 vs. $330,000 requirement), though she has until March 1, 2030 to comply; progress in accumulating Qualifying Securities will be a useful alignment indicator .
- No conflicts or related-party dealings disclosed; maintain surveillance for any HII–AHH interactions given her senior role at HII (none reported) .
Overall, Ms. Boykin brings domain expertise and an independent profile; near-term focus will be committee assignment and ownership progression under AHH’s director guidelines .