Anastasia D. Kelly
HUNTINGTON INGALLS INDUSTRIESAbout Anastasia D. Kelly
Independent director at HII since March 2011; age 75. Senior Advisor to the Chair and Executive Director of Client Relations at DLA Piper since April 2020; previously Managing Partner (Americas) 2018–2020, Co‑Managing Partner 2013–2018, and partner since 2010. Former EVP and General Counsel at AIG (2006–2010), named Vice Chairman in 2009; prior general counsel roles at MCI WorldCom, Sears, and Fannie Mae. Core credentials span compliance/legal/regulatory, corporate governance, government relations, and human capital.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DLA Piper | Senior Advisor to the Chair; Executive Director of Client Relations | Apr 2020–present | Senior client relations leadership in global law firm |
| DLA Piper (Americas) | Managing Partner | 2018–2020 | Regional leadership; firm governance |
| DLA Piper | Co‑Managing Partner | 2013–2018 | Firm governance |
| American International Group (AIG) | EVP & General Counsel; Vice Chairman (2009) | 2006–2010 | C‑suite legal leadership at Fortune insurer |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| O‑I Glass (Owens‑Illinois) | Director | 1992–2022 | Prior public board |
| Saxon Capital | Director | 2005–2007 | Prior public board |
| George Washington University Medical Faculty Associates | Director | Not disclosed | Non‑profit/academic governance |
| Equal Justice Works | Past Chair | Not disclosed | Philanthropic leadership |
| Lawyers for Children America | Former Director | Not disclosed | Philanthropy |
Board Governance
- Committees: Compensation Committee member; Governance & Policy Committee member (not chair). Compensation Committee members: Harker (Chair), Donald, Jimenez, Kelly. Governance & Policy Committee members: Welch (Chair), Jimenez, Kelly, McKibben.
- Independence: Board determined all directors other than the CEO are independent; Ms. Kelly is independent.
- Attendance/Engagement: Board met six times in 2024; committees met 5–7 times. Each director attended ≥75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting. Independent directors held executive sessions at all five regular Board meetings.
- Tenure/Retirement policy: Director since 2011; the retirement policy provides retirement at the annual meeting following the earlier of age 76 or 15 years of service, subject to Board waiver. Ms. Kelly is 75, making succession planning timely under policy.
- Chair/Leadership: Non‑executive independent Chair of the Board (Adm. Donald) oversees agendas, executive sessions, and Board information flow.
Fixed Compensation
| Component | 2024 Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 120,000 | Non‑employee director cash retainer |
| Committee member retainer — Compensation | 7,500 | Member fee |
| Committee member retainer — Governance & Policy | 7,500 | Member fee |
| Total cash paid (reported) | 135,000 | Fees earned in cash 2024 |
| Annual equity grant (target) | 165,000 | Delivered quarterly as stock units or shares, at director election per policy |
| Stock awards (reported fair value) | 164,459 | 2024 grant-date value under ASC 718 |
Compensation mix (reported): Cash 45.1% (135,000/299,459), Equity 54.9% (164,459/299,459); total 299,459. Calculations based on reported amounts.
Policy notes:
- Directors may elect cash retainers in stock units; and if they own common stock valued at ≥5× the annual cash retainer, may elect equity as shares or stock units payable in year five.
- Hedging/pledging of Company securities prohibited for directors.
Performance Compensation
| Performance Metrics in Director Compensation | Disclosure |
|---|---|
| None (director pay is cash retainers plus equity grants; no performance metrics disclosed for directors) | Director program comprises cash retainers and equity (deferred stock units or shares); options not listed; no performance targets for director equity. |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Comments |
|---|---|---|---|
| O‑I Glass (Owens‑Illinois) | Director | 1992–2022 | Prior public company board; no HII‑disclosed interlock |
| Saxon Capital | Director | 2005–2007 | Prior public company board |
| Current public boards | — | — | None disclosed in HII’s proxy |
Related‑party transactions: HII’s Governance & Policy Committee oversees related‑person transactions ≥$100,000; 2024 disclosures list no transactions involving Ms. Kelly.
Expertise & Qualifications
- Legal/compliance leadership: former GC at multiple large companies; skill designation “Compliance, Legal, and Regulatory.”
- Corporate governance: prior long‑tenured public director; skill designation “Corporate Governance.”
- Government relations/human capital: skills include “Military and Government Relations” and “Human Resources and Labor Relations.”
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 1,756 | As of Feb 28, 2025 |
| Share equivalents (deferred stock units) | 17,366 | As of Feb 28, 2025 |
| Total ownership (shares + equivalents) | 19,122 | Sum of above |
| Shares outstanding (reference) | 39,235,568 | As of Mar 6, 2025 record date |
| Ownership as % of shares outstanding | 0.0487% | Calculated: 19,122 ÷ 39,235,568 |
Policy alignment:
- Prohibition on hedging/pledging supports alignment; director stock ownership framework and elections incentivize ownership.
Governance Assessment
- Board effectiveness: Active committee participation on Compensation and Governance & Policy aligns with Ms. Kelly’s legal/compliance strengths; the Compensation Committee engages an independent consultant (Exequity) and annually confirms consultant independence, supporting robust pay governance.
- Independence and attendance: Independent status and ≥75% attendance, with executive sessions at each regular Board meeting, indicate solid engagement and oversight.
- Shareholder alignment: Director compensation structure mixes cash and equity with ownership‑encouraging features and anti‑hedging/pledging restrictions; HII’s say‑on‑pay support remained strong (96% in 2024), signaling investor confidence in compensation governance.
- Conflicts/red flags: No related‑party transactions disclosed involving Ms. Kelly; DLA Piper role is noted but no HII transactions were reported. Policy framework for reviewing related‑person transactions and prohibitions on hedging/pledging mitigate governance risk.
RED FLAGS
- Succession timing: HII’s retirement policy (retirement following the earlier of age 76 or 15 years of service, subject to waiver) combined with Ms. Kelly’s age (75) and tenure (since 2011) suggests near‑term board transition planning; monitor continuity in Compensation and Governance & Policy committees.