Edgar A. Green III - Executive Vice President and President, Mission Technologies | HUNTINGTON INGALLS INDUSTRIES (HII) Executive Profile & Compensation

About Edgar A. Green III

Edgar A. Green III is Executive Vice President and President, Mission Technologies at HII. He has served in this role since December 2016, after joining HII in March 2011; he is age 59 as of February 6, 2025 . Prior roles include Corporate VP, Corporate Development; VP, Component Manufacturing (Newport News Shipbuilding); Corporate VP, Investor Relations; and prior service as a U.S. Navy nuclear submarine officer aboard USS Tecumseh (SSBN-628) . Mission Technologies delivered record 2024 revenue of $2.9B (+8.8% y/y) and EBITDA of $233M, with AIP performance at the 200% cap; HII’s 2024 TSR was -25.7% .

Past Roles

Organization	Role	Years	Strategic Impact
HII Corporate	Corporate Vice President, Corporate Development	Jan 2015–Dec 2016	Led corporate development and strategy activities .
Newport News Shipbuilding	Vice President, Component Manufacturing	Jan 2013–Jan 2015	Oversaw component manufacturing operations, execution and quality .
HII Corporate	Corporate Vice President, Investor Relations	Mar 2011–Jan 2013	Built investor relations program post spin-off; market communications .
U.S. Navy	Nuclear Submarine Officer (USS Tecumseh, SSBN-628)	Prior to 2011	Nuclear operations experience; mission discipline .

External Roles

No external public company directorships or committee roles for Green were disclosed in the 2024 10-K executive officer section or the 2025 proxy .

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	523,029	530,458	550,040
Stock Awards ($)	1,149,977	1,149,814	1,149,572
Non-Equity Incentive Plan Compensation ($)	394,661	814,784	904,000
Change in Pension Value and NQDC Earnings ($)	—	—	—
All Other Compensation ($)	460,779	115,846	197,330
Total ($)	2,528,447	2,610,902	2,800,942

2024 base salary and annual incentive targets:

Item	2024
Annual Salary ($)	565,000
Target Bonus (% of base)	80%
Target Bonus ($)	452,000
Final AIP Score (DPF x IPF)	Division AIP Score 200; IPF 1.0
Actual Bonus Paid ($)	904,000

Performance Compensation

2024 Annual Incentive Plan (Mission Technologies):

Metric	Goals @ 0%	Goals @ 100%	Goals @ 200%	Actual	Points Earned	Weighting	Final AIP Points
Operational Metrics	0	100	200	200	200	30%	60
Revenue ($M)	2,603	2,705	2,756	2,937	66	60%	40
EBITDA ($M)	182	216	224	233	66	60%	40
Operating Cash Flow ($M)	135	188	201	212	68	60%	40
Strategic Leadership Metrics	0	100	200	200	200	10%	20
Total	—	—	—	—	—	—	200

AIP formula and IPF:

Division formula: Final Bonus = Base Salary × Target% × DPF × IPF; IPF range 0–1.5; Green’s IPF was 1.0 for 2024 .

2024 Long-Term Incentive (granted under 2022 Plan):

Mix: 70% Restricted Performance Stock Rights (RPSRs); 30% Restricted Stock Rights (RSRs) .
RPSR performance period: Jan 1, 2024 – Dec 31, 2026; payout 0–200% .
RPSR metrics/weights: ROIC 40%; EBITDAP 40%; Relative EBITDAP growth vs SPSIAD 20% .
RSR vesting: 33⅓% annually over 3 years from grant date .

2024 equity grant details (Green):

Grant Type	Grant Date	Target Shares (#)	Max Shares (#)	Grant Date Fair Value ($)
RPSRs	2/26/2024	2,791	5,582	804,729
RSRs	2/26/2024	—	—	1,196 units; $344,843

Stock vested in 2024 (performance shares from 2021–2023 cycle):

Item	Shares Vested (#)	Value Realized ($)
2024 Stock Vested	9,294	2,679,946

Equity Ownership & Alignment

Beneficial ownership (as of Feb 28, 2025):

Item	Shares	Share Equivalents	Total
Edgar A. Green III	11,256	4,172	15,428

Ownership as percent of outstanding shares: none of the named officers exceed 1%; HII had 39,235,568 shares outstanding on Feb 28, 2025 .

Outstanding equity awards at 2024 year-end (market value at $188.97 close):

Grant Date	Unvested RSRs (#)	Market Value RSRs ($)	Unearned RPSRs at Target (#)	Market/Payout Value RPSRs ($)
2/26/2024	1,217	229,974	2,840	536,671
2/28/2023	—	—	5,554	1,049,483
3/1/2022	—	—	5,984	1,130,828

Stock ownership guidelines and holding:

Guideline: Executives reporting to CEO must hold 3× salary; Green attained 160% of target as of Feb 28, 2025 .
Holding requirement: Awards prior to Jan 1, 2024 require holding ≥50% of shares for three years or until death/disability; requirement eliminated for awards on/after Jan 1, 2024 .
Prohibitions: No hedging or pledging by officers/directors .

Employment Terms

Severance plan and equity terms:

Severance Plan: Upon a “qualifying termination,” lump sum = 1.5× (base salary + target bonus), plus 18 months medical/dental premiums, financial planning reimbursement (up to $15k; $30k CEO), executive physical reimbursement (up to $4k), and outplacement up to 15% of base salary .
Equity vesting: RPSRs prorate/accelerate upon death/disability/retirement; RSRs accelerate upon death/disability; change-in-control accelerates RPSRs/RSRs with qualifying termination (double-trigger) .

Estimated payments (assuming termination 12/31/2024):

Change-in-control followed by qualifying termination (double-trigger):

Component	Amount ($)
Severance	1,525,500
Pro‑rata Bonus (target)	904,000
Unvested RSR value	229,974
Unvested RPSR value (includes 2022–2024 cycle at actual; other cycles at target)	2,818,299
Health and Welfare Benefits	31,651
Financial Planning & Outplacement	114,750
Total Payments	5,624,173

Involuntary termination (not for cause) or good reason resignation:

Component	Amount ($)
Severance	1,525,500
Pro‑rata Bonus (target)	904,000
Unvested RSR value (retirement eligible prorate)	63,775
Unvested RPSR value (2022–2024 actual; other cycles prorated at target)	2,110,858
Health and Welfare Benefits	31,651
Financial Planning & Outplacement	114,750
Total Payments	4,750,534

Retirement:

Component	Amount ($)
Bonus (actual 2024)	904,000
Unvested RSR value (prorated next 12 months)	63,775
Unvested RPSR value (2022–2024 actual; unvested cycles prorated at target)	2,110,858
Total Payments	3,078,633

Clawback and contracts:

Dodd‑Frank compensation recovery policy (clawback) applies to erroneously awarded incentive compensation .
No executive employment agreements; no change‑in‑control agreements or tax gross‑ups; only plan‑based equity acceleration parameters apply .

Perquisites and deferred compensation:

2024 “All Other Compensation” components: Non‑qualified plan company match $147,631; qualified plan match $31,050; health & welfare $16,148; personal liability insurance $2,501 (aircraft usage by accompanying family is noted as a perquisite at no incremental company cost) .
2024 nonqualified deferred compensation balances: Savings Excess $2,018,239; ORAC $473,406; 2024 Executive/Company contributions and earnings disclosed .

Options:

No stock options outstanding or vested in 2024 (awards are RPSRs/RSRs) .

Investment Implications

Strong pay-for-performance alignment at the division level: Mission Technologies exceeded revenue, EBITDA, and OCF targets, delivering the maximum AIP score and 200% bonus payout for Green, directly tied to segment operational and financial metrics .
Equity leverage and retention: Significant unearned RPSR balance from 2023–2026 cycles (market/payout value shown) plus 2024 grants indicate meaningful at-risk equity; accelerated vesting requires a change‑in‑control and qualifying termination (double-trigger), supporting retention while moderating M&A-related windfalls .
Ownership alignment and risk controls: Stock ownership guidelines (3× salary) with a reported 160% attainment, holding requirements on pre‑2024 awards, and strict prohibitions on hedging/pledging reduce misalignment and selling pressure risks; clawback policy further mitigates misconduct risk .
Macro headwinds vs compensation optics: Despite a company-level TSR of -25.7% in 2024, Mission Technologies growth and record revenue underpin Green’s payout; investors should watch how 2024–2026 RPSR metrics (ROIC, EBITDAP, relative EBITDAP growth vs SPSIAD) evolve given shipbuilding cost, labor, and inflation dynamics noted in the proxy .