Craig S. Faller
HUNTINGTON INGALLS INDUSTRIESAbout Craig S. Faller
Craig S. Faller is an independent director of HII, serving since 2023; age 63. A retired U.S. Navy Admiral and nuclear‑trained surface warfare officer, he previously commanded U.S. Southern Command (2018–2021) and served as Senior Military Assistant to the Secretary of Defense (2017–2018) and Chief of Legislative Affairs for the U.S. Navy (2014–2017). He sits on the Audit and Finance Committees at HII, bringing deep global security, legislative/budgetary process insight, and aerospace & defense domain expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Southern Command | Commander | Nov 2018 – Oct 2021 | Led U.S. military operations in Latin America and the Caribbean; senior command leadership |
| Office of the Secretary of Defense | Senior Military Assistant | Jan 2017 – Oct 2018 | Senior advisory role to SecDef; high-level policy and operational coordination |
| United States Navy | Chief of Legislative Affairs | Jun 2014 – Jan 2017 | Insight into Congressional and budgetary processes; stakeholder engagement |
| United States Central Command | Director of Operations | Dates not disclosed | Operational leadership at theater level |
| U.S. Navy Recruiting Organization | Leader (5,000-person org) | Dates not disclosed | Large-scale talent pipeline leadership |
External Roles
| Organization | Role | Tenure/Notes | Potential Intersection |
|---|---|---|---|
| Viken Detection | Director | Current | Defense/security technology; monitor for supplier/customer links |
| Sigma Defense Systems | Director | Current | Defense systems; monitor for supplier/customer links |
| Excelerate Energy | International Strategic Advisory Council | Current | Energy advisory |
| Strider Intel | Advisor | Current | Security/intelligence advisory |
| Center for Naval Analysis | Trustee | Current | Research institution |
| Penn State Applied Research Laboratory | Advisory Board | Current | Applied defense research |
| Atlantic Council | Distinguished Fellow | Current | Policy think tank |
| National Defense University | Senior Fellow | Current | Defense education |
| Florida International University | Senior Fellow | Current | Academic fellowship |
| Surface Navy Association | Chairman of the Board | Current; non-profit advocacy for Surface Warfare | Naval community leadership |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee Chair: Leo P. Denault); Finance Committee member (Finance Committee Chair: Thomas C. Schievelbein) .
- Independence: Board determined all directors other than the CEO (Mr. Kastner) are independent; Audit Committee members meet SEC independence requirements .
- Attendance and engagement: Board held six meetings in 2024; Audit (7), Compensation (5), Cybersecurity (5), Governance & Policy (5), Finance (5) meetings. Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session at all five regular Board meetings in 2024; committees also hold routine executive sessions .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly in arrears |
| Audit Committee member retainer | $17,500 | Committee member fee |
| Finance Committee member retainer | $7,500 | Committee member fee |
| Fees earned or paid in cash (Faller) | $145,000 | Matches retainer + committee fees |
| Annual equity grant (program) | $165,000 | Paid quarterly; $41,250 per quarter in DSUs or shares |
| Stock awards (Faller, grant-date fair value) | $164,459 | ASC 718 grant-date value |
| Total compensation (Faller) | $309,459 | Cash + stock awards |
- Director equity grants are issued as deferred stock units (DSUs) or, at election, shares; DSUs receive dividend equivalents and are subject to the 2022 LTISP terms .
- Directors owning shares valued at least five times the annual cash retainer may elect to receive equity as common stock or DSUs payable five years after earning; otherwise DSUs are paid upon termination of Board service .
Performance Compensation
| Performance Metric | Applicability to Non‑Employee Directors | Evidence |
|---|---|---|
| Financial/operational targets (revenue, EBITDA, TSR) | Not applicable; director compensation has no performance‑based criteria | Director program comprises cash retainers and DSUs/shares; no performance metrics disclosed |
HII’s compensation recovery/clawback and performance‑based pay design in the proxy apply to executives; not to non‑employee directors .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Admiral Faller; external board roles include Viken Detection and Sigma Defense Systems (company types not specified) .
- Related party transactions: Proxy discloses related person transactions with State Street and BlackRock (plan services) and employment of CEO’s family member; no transactions involving Admiral Faller disclosed .
- Independence confirmation and conflict screening: Governance & Policy Committee evaluates absence of material conflicts and independence annually .
Expertise & Qualifications
- Extensive global and national security leadership as a senior U.S. Navy officer; operational commands including two warships and a carrier strike group; USCENTCOM operations oversight .
- Legislative and budgetary process expertise from service as Chief of Legislative Affairs; government relations strength .
- Aerospace & defense and nuclear background; technical services leadership exposure; categorized skills include Military & Government Relations, Aerospace & Defense Industry Knowledge, Nuclear, Human Resources/Labor Relations .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Share Equivalents (DSUs) | Total | As of |
|---|---|---|---|---|
| Craig S. Faller | 0 | 1,053 | 1,053 | Feb 28, 2025 |
| Craig S. Faller (DSUs balance) | — | 834 | — | Dec 31, 2024 |
- Shares outstanding: 39,235,568; none of the directors/executive officers individually beneficially own more than 1% of outstanding shares .
- Policy: Directors are prohibited from hedging or pledging HII securities; holding in margin accounts is also prohibited .
- DSU mechanics: Non‑voting DSUs become payable in stock (or cash equivalent) when Board service ends (or in fifth year after earning if eligible election made) .
Governance Assessment
- Positive signals: Independent status; dual committee service on Audit (financial reporting/internal controls) and Finance (capital structure/transactions oversight) aligns with board effectiveness; no related‑party transactions involving Faller; full Board/committee attendance threshold met; equity paid in DSUs promotes long‑term alignment; hedging/pledging prohibition reduces misalignment risk .
- Watch items: External directorships at defense‑adjacent firms (Viken Detection, Sigma Defense Systems) warrant monitoring for potential supplier/customer overlaps; current proxy reports no related‑party transactions involving Faller .
- Committee roles: Not a chair; Audit chaired by Denault; Finance chaired by Schievelbein. Faller’s committee participation supports oversight but limits agenda‑setting authority relative to chairs .
- Engagement: Independent directors held executive sessions at all regular meetings, supporting candid oversight; all directors attended the annual meeting, reflecting engagement expectations .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, delinquent filings for directors, or low attendance; company notes certain delayed Form 4/5 filings for executives, not directors .