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Brooke A. Hart

Executive Vice President, Communications at HUNTINGTON INGALLS INDUSTRIESHUNTINGTON INGALLS INDUSTRIES
Executive

About Brooke A. Hart

Brooke A. Hart is Executive Vice President, Communications at HII and has served in this role since September 2021; she is 54 years old and previously led communications at a major defense contractor . Under her tenure period, HII’s 2024 results included $11.5B in revenue, diluted EPS of $13.96, and a one-year TSR of (25.7)%, with management emphasizing pay-for-performance alignment in incentive design . Prior experience includes Vice President of Communications and Brand at Sierra Nevada Corporation (Aug 2015–Sep 2021), with earlier roles at Disruption Corporation/Crystal Tech Fund and The Pew Charitable Trusts .

Past Roles

OrganizationRoleYearsStrategic impact
Sierra Nevada CorporationVice President, Communications and BrandAug 2015–Sep 2021Led corporate communications and brand for a large defense contractor
Disruption Corporation and Crystal Tech FundVice PresidentNot disclosedSenior communications/brand roles at venture/tech investment platforms
The Pew Charitable TrustsSenior Communications OfficerNot disclosedCommunications leadership at a major nonprofit

External Roles

  • Company filings do not disclose public-company directorships for Ms. Hart .

Performance Compensation

HII’s incentive design (used for corporate executives) concentrates on operating performance, cash generation, and long-term value creation.

  • Annual Incentive Plan (AIP) – Corporate metrics and 2024 outcome: | Metric | Weighting | 2024 targets (0/100/200) | 2024 result | Points earned | Notes | |---|---:|---|---:|---:|---| | Operating Margin (OM) Performance | 45% | 5.60% / 6.61% / 7.03% | 6.62% | 102 | Adjusted to account for legacy pre-COVID contracts | | Operating Cash Flow (OCF) | 45% | $1,233M / $1,527M / $1,620M | Not met | 0 | Corporate OCF target not achieved | | Strategic Leadership | 10% | 0 / 100 / 200 | 186 | 19 | Weighted focus on leadership, ESG, cybersecurity, compliance | | Total Corporate AIP Score | | | | 65 | Corporate AIP score for 2024 |

  • Long-Term Incentive Plan (LTIP) – equity mix and metrics: | LTIP component | Weight | Vesting/performance | Definition | |---|---:|---|---| | Restricted Performance Stock Rights (RPSRs) | 70% | 3-year performance; payout 0–200% | 40% ROIC, 40% EBITDAP, 20% Relative EBITDAP vs. S&P Aerospace & Defense Select Index | | Restricted Stock Rights (RSRs) | 30% | Time-based; vest 1/3 per year over 3 years | Time-vested equity aligned to retention |

  • Recent LTIP performance/payout calibration: | LTIP cycle | Metric scorecard (high level) | Payout | |---|---|---:| | 2022–2024 (awarded Feb 2022) | EBITDAP over target; ROIC below target; relative EBITDAP modestly above threshold | 109% of target |

Equity Ownership & Alignment

Policy/DisclosureDetails
Stock ownership guidelinesElected officers reporting directly to the CEO must hold stock equal to 3x base salary; compliance monitored annually .
Holding requirement (legacy awards)For awards before Jan 1, 2024, officers must hold at least 50% of net shares received until the earlier of 3 years post-issuance or death/disability; 1-year post-termination hold applies to awards vesting in that window; holding requirement removed for awards on/after Jan 1, 2024 .
Hedging/pledgingOfficers are prohibited from hedging HII stock and from holding/pledging HII stock in margin accounts .
ClawbackDodd-Frank compliant recovery policy for erroneously awarded incentive compensation to current/former executive officers and vice presidents .
Beneficial ownership disclosureNo individual director/NEO owns ≥1% of shares; as of Feb 28, 2025, directors and executive officers as a group (27 persons) beneficially owned 240,198 shares plus 98,473 share equivalents (non-voting DSUs) .
Section 16 reporting noteCompany disclosed a July 12, 2024 delayed Form 4 for each executive officer reflecting the acquisition of restricted stock rights on Feb 26, 2024 and dividend equivalents; suggests standard award timing for officers .
Typical vesting cadence for officersRSRs generally vest 1/3 on each of the first, second, and third anniversaries of grant; RPSRs vest after the 3-year performance period (e.g., 2024–2026 grants) .

Employment Terms

TopicTerms for elected officers (summary)
Employment agreementsHII does not maintain individual employment agreements for executives .
Severance planUpon a qualifying termination (involuntary without cause or downgrade), lump-sum cash equal to 1.5x (base salary + target bonus), 18 months medical/dental premium support, financial planning reimbursement (up to $15k in year of separation and following year; $30k caps for CEO), and outplacement up to 15% of base salary .
Change-in-control (CIC)No individual CIC agreements or tax gross-ups; equity awards provide for accelerated vesting at target upon a qualifying termination in connection with a CIC; time-based RSRs accelerate in full on death/disability; RPSR/CIC mechanics as defined in plans .
Deferred compensationCompany maintains the Savings Excess Plan (deferral above IRS limits with company match) and the Officers Retirement Account Contribution Plan (ORAC) that contributes 4% of eligible comp for most elected/appointed officers hired on/after July 1, 2008; plan participation and elections per plan terms .
PensionDefined benefit plans cover many employees; eligibility varies; DB participation is not universal among executives; supplemental nonqualified pension plans exist where applicable .

Compensation Structure Analysis (company program context)

  • Pay mix heavily variable and long-term: HII emphasizes performance-based pay (AIP + RPSRs/RSRs), with strong say-on-pay support (96% FOR in 2024), reinforcing alignment with shareholder value creation .
  • 2024 AIP outcome muted on cash flow: Corporate AIP score was 65, driven by achieving adjusted operating margin goals but missing operating cash flow, which would generally compress annual cash bonuses for corporate executives relative to target .
  • LTIP maintains multi-year discipline: RPSR metrics (ROIC, EBITDAP, Relative EBITDAP) tie awards to cash returns and comparative growth; latest completed cycle (2022–2024) paid at 109%, indicating moderate above-target performance over the period .
  • Risk controls: No hedging/pledging, clawback policy, and stock ownership requirements reduce misalignment/retention risks; removal of mandatory holding for post-2023 grants increases liquidity after vest but ownership guidelines still bind .

SAY-ON-PAY & Peer Group

  • Historical say-on-pay results: | Year | Approval (FOR) | |---|---:| | 2020 | 97% | | 2021 | 97% | | 2022 | 97% | | 2023 | 97% | | 2024 | 96% |

  • Peer group update for 2025 compensation benchmarking: Removed BWX Technologies, Curtiss-Wright, and Moog; added Cognizant, General Dynamics, and Northrop Grumman to better align size/industry mix (revenue position moves from ~70th to ~50th percentile within the peer group) .

Investment Implications

  • Alignment and retention: Ms. Hart, as an elected officer, is subject to 3x-salary stock ownership guidelines, a Dodd-Frank clawback, and bans on hedging/pledging—collectively supportive of alignment and lowering headline governance risk .
  • Vesting cadence and potential supply: Executive officer RSR grants reported effective Feb 26, 2024 combined with standard 3-year ratable vesting implies a predictable cadence of vest over 2024–2027; RPSRs vest after the 2024–2026 performance window, focusing realized equity on long-horizon outcomes .
  • Pay-for-performance sensitivity: With 2024 corporate AIP at 65 and multi-year LTIP paying 109% for 2022–2024, near-term cash incentives appear constrained while long-term performance remains moderately above target—tilting realized compensation toward multi-year execution .
  • Macro/performance backdrop: Company-level 2024 TSR of (25.7)% and operational/cash challenges (low free cash flow in 2024) provide context for communications priorities and stakeholder expectations around execution and throughput improvement .

Sources

  • HII 2025 Proxy Statement (DEF 14A), filed March 21, 2025: corporate governance, compensation program, say-on-pay, ownership policies, and incentive metrics/results .
  • HII 2024 Form 10-K (filed Feb 6, 2025): Executive officers roster and Ms. Hart biography (age, role start date, prior roles) .
  • HII press/8-K contact lines demonstrating her role as Media contact (communications function) .