Augustus L. Collins
HUNTINGTON INGALLS INDUSTRIESAbout Augustus L. Collins
Independent director at Huntington Ingalls Industries (HII); age 67; director since November 2016. Collins is CEO of MINACT, Inc. (since September 2016) and a retired Major General who served as Adjutant General of the Mississippi Army and Air National Guard (2012–2016), with 35+ years of U.S. Army/Mississippi National Guard service including command of the 155th Brigade Combat Team in Iraq . He currently serves on HII’s Audit and Cybersecurity Committees and holds one other public company directorship (Trustmark Corporation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mississippi National Guard | Adjutant General (Army and Air National Guard) | Jan 2012 – Aug 2016 | Senior leadership of state Army and Air National Guard |
| MINACT, Inc. | EVP, Strategic Planning | Jul 2010 – Jan 2012 | Strategic planning leadership at the firm |
| Mississippi Workers’ Compensation Commission | Commissioner (Labor representative) | Aug 2007 – Jul 2010 | Regulatory role for workers’ compensation |
| U.S. Army/Mississippi National Guard | Various commands incl. Commander, 155th BCT (Iraq) | ~35+ years | Led security operations in southern/western Iraq provinces |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Trustmark Corporation | Director; Audit Committee Chair; member of Enterprise Risk, Human Resources, Nominating & Governance Committees | Public | Current public company directorship; Audit Chair |
| Trustmark National Bank | Director | Private (subsidiary) | Board service |
| Mississippi Power Company | Director | Private/Regulated utility | Board service |
| Armed Forces Benefits Association | Director | Non-profit | Board service |
| Friends of Mississippi Veterans | Director | Non-profit | Board service |
| MINACT, Inc. | Director | Private | Board service |
| University of Mississippi Alumni Association | Past President | Non-profit | Prior leadership role |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Collins is an independent director .
- Committee assignments: Audit Committee member (Denault chair; all members financially literate), and Cybersecurity Committee member (O’Sullivan chair) .
- Attendance and engagement: Board held 6 meetings in 2024; Audit (7), Compensation (5), Cybersecurity (5), Governance & Policy (5), Finance (5). Each director attended ≥75% of applicable meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session at all five regular Board meetings in 2024 .
- Cyber oversight: HII established a standing Cybersecurity Committee in 2019; scope includes strategy, incident response, third‑party posture, AI/cyber, and tabletop exercises .
- Overboarding guardrails: HII guideline—directors generally limited to ≤4 public boards; Audit Committee members ≤3 audit committees without Board approval; Board confirmed 2024 compliance .
Fixed Compensation (Director)
| Item | 2024 Amount |
|---|---|
| Annual cash retainer (schedule) | $120,000 |
| Committee member retainers (Audit; Cybersecurity) | Audit: $17,500; Cybersecurity: $7,500 |
| Annual equity grant (schedule) | $165,000 (issued quarterly as DSUs or, at election, shares) |
| Collins – Fees earned/paid (elected as stock units) | $144,666 |
| Collins – Stock awards (grant date fair value) | $164,459 |
| Collins – Total 2024 director compensation | $309,125 |
Notes:
- Non‑employee directors may elect to receive cash retainers as stock units payable upon termination of Board service; dividend equivalents accrue on stock units; hedging/pledging/margin use are prohibited .
- An independent consultant found HII’s 2024 director compensation approximates median of peers/S&P 500; program reviewed annually by the Compensation Committee .
Performance Compensation (Director)
| Element | Structure | Performance Link |
|---|---|---|
| Annual equity grant | DSUs or common shares, delivered quarterly ($165,000 value) | None; director equity is not performance‑conditioned; DSUs are payable per plan terms, with dividend equivalents accruing and paid only upon vesting/payment |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Trustmark Corporation (Public) | No HII-disclosed related‑party transactions with Trustmark; Collins chairs Trustmark’s Audit Committee while serving on HII’s Audit/Cyber committees; within HII overboarding limits . |
| Mississippi Power, Trustmark National Bank, AFBA, Friends of MS Veterans, MINACT | No HII‑reported related‑party transactions with these entities in 2024 . |
Expertise & Qualifications
- Skills matrix: Chief Executive Leadership & Strategy; Military & Government Relations; Corporate Governance; A&D industry knowledge; Human Resources & Labor Relations .
- Background underscores defense-sector oversight and risk/governance depth from senior military command and executive leadership .
Equity Ownership
| As of Date | Common Shares | Share Equivalents (Deferred Stock Units) | Total Beneficial | Ownership as % of Outstanding |
|---|---|---|---|---|
| Dec 31, 2024 | — | 9,589 | 9,589 | — |
| Feb 28, 2025 | — | 9,808 | 9,808 | ~0.025% (9,808 / 39,235,568) |
Notes:
- Policy prohibits hedging, pledging, and margin accounts for directors; DSUs carry dividend equivalents and are generally paid upon termination of Board service; directors with ownership ≥5x annual cash retainer may elect alternative stock unit payout forms .
- HII reports none of its directors or officers beneficially own >1% of shares; Collins’ holdings are below that threshold .
Governance Assessment
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Strengths supporting investor confidence:
- Independent director with relevant defense/public sector leadership; sits on Audit and Cybersecurity Committees, aligning skills with HII’s risk profile .
- Strong engagement and attendance (≥75%); Board and committees met frequently; independent executive sessions at each regular meeting .
- Alignment via equity: Collins elected to take cash retainers in stock units; equity comprised ~53% of his 2024 director pay ($164,459 of $309,125) .
- Robust governance controls: anti‑hedging/pledging; related‑party review by Governance & Policy Committee; no Collins‑related transactions disclosed .
- Shareholder support on pay: Say‑on‑pay approval 96% in 2024, consistent 96–97% over 5 years, signaling positive view of compensation oversight (Board‑level responsibility) .
-
Watch items / potential red flags:
- Multi‑committee workload across HII and Audit Chair role at Trustmark requires time capacity; however, Board overboarding policy and 2024 compliance review mitigate risk .
- Audit Committee “financial expert” designation resides with Mr. Denault (not Collins), which is appropriate but means Collins is not the committee’s designated financial expert .
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Compliance and insider activity:
- Section 16(a) compliance: HII reported timely filings in 2024 other than specified late Form 4s for executive officers and one late Form 5 for the CEO; no exceptions noted for directors such as Collins .
Appendix: Director Fee Schedule (for context)
| Fee Component | 2024 Amount |
|---|---|
| Annual Cash Retainer | $120,000 |
| Committee Chair (Audit) | $25,000 |
| Committee Chair (Comp/Cyber/G&P/Finance) | $20,000 |
| Committee Member (Audit) | $17,500 |
| Committee Member (Comp/Cyber/G&P/Finance) | $7,500 |
| Annual Equity Grant | $165,000 |
All data above sourced from HII’s 2025 DEF 14A proxy statement dated March 21, 2025. Citations: .