Frank R. Jimenez
HUNTINGTON INGALLS INDUSTRIESAbout Frank R. Jimenez
Independent director of HII since January 2022; age 60. General Counsel and Corporate Secretary of GE HealthCare Technologies Inc. since its spin-off in January 2023 (previously General Counsel of GE’s healthcare business from February 2022). Prior roles include EVP & General Counsel at Raytheon Technologies (formerly UTC/RTX) and Vice President & General Counsel at Raytheon Company, Bunge Limited, ITT Corporation, and Xylem Inc.; prior government service includes General Counsel of the U.S. Navy and senior legal roles at DoD and HUD. Education: B.S. University of Miami; J.D. Yale Law School; M.B.A. Wharton; M.A. National Security & Strategic Studies (U.S. Naval War College). Bar admissions: FL, DC, NY, and U.S. Supreme Court .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE HealthCare Technologies Inc. | General Counsel & Corporate Secretary | Jan 2023–present | Senior legal oversight for a newly public medical technology company |
| GE Healthcare (pre-spin) | General Counsel | Feb 2022–Jan 2023 | Led legal function through spin-off |
| Raytheon Technologies (RTX) | EVP & General Counsel; Special Advisor | Apr 2020–Feb 2022 | Senior legal leadership at large A&D company |
| Raytheon Company | VP, General Counsel & Corporate Secretary | Jan 2015–Apr 2020 | Senior legal leadership pre-merger |
| Bunge Limited | General Counsel, Secretary & Managing Director, Corporate Affairs | Jul 2012–Jan 2015 | Global agribusiness legal leadership |
| ITT Corporation | Vice President & General Counsel | Prior to Xylem spin-off | Corporate legal leadership |
| Xylem Inc. | Senior VP, General Counsel & Corporate Secretary | Post ITT spin-off | Legal leadership at spin-off |
| U.S. Navy | General Counsel (21st GC of the Navy); Principal Deputy GC | Various dates | Legal leadership for HII’s largest customer |
| U.S. DoD | Deputy General Counsel (Legal Counsel) | Prior service | Defense legal leadership |
| HUD | Chief of Staff | Prior service | Agency leadership |
| State of Florida | Deputy Chief of Staff; Acting General Counsel for Governor Jeb Bush | Prior service | State executive leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Equal Justice Works | Board member | Current |
| Yale Law School Association | Board member | Current |
| Ann & Robert H. Lurie Children’s Hospital of Chicago & Medical Center | Board member | Current |
| Lake Forest Country Day School | Board member | Current |
| Columbia University Mailman School of Public Health | Advisory Board | Current |
| Yale Law School Center for the Study of Corporate Law | Advisory Board | Current |
| Yale Law School Tsai Leadership Program | Advisory Board | Current |
| National Security Institute (Antonin Scalia Law School, GMU) | Advisory Board | Current |
| University of Miami | President’s Council | Current |
Board Governance
- Committee memberships: Compensation Committee member; Governance & Policy Committee member .
- Independence: Board determined all directors other than CEO are independent; Jimenez qualifies .
- Attendance: Board held six meetings in 2024; committees met 7 (Audit), 5 (Compensation), 5 (Cybersecurity), 5 (Governance & Policy), 5 (Finance). Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Election support (2025): Votes FOR 31,112,644; AGAINST 416,753; ABSTENTIONS 95,732; Broker non-votes 3,377,153 .
| 2025 Annual Meeting – Director Vote (Frank R. Jimenez) | Votes |
|---|---|
| For | 31,112,644 |
| Against | 416,753 |
| Abstentions | 95,732 |
| Broker Non-Votes | 3,377,153 |
Fixed Compensation
- Program structure (2024 year): Annual cash retainer $120,000; Non-executive Chairman retainer $250,000; Committee chair retainers: Audit $25,000; Compensation $20,000; Cybersecurity $20,000; Governance & Policy $20,000; Finance $20,000; Committee member retainer: Audit $17,500; Compensation $7,500; Cybersecurity $7,500; Governance & Policy $7,500; Finance $7,500; Annual equity grant $165,000 (quarterly $41,250 delivered as DSUs or shares at director’s election) .
- Director cash deferral: Directors may elect to receive cash retainers as stock units; additional deferral features for those meeting 5x retainer ownership guideline .
| HII Non-Employee Director Fee Schedule (Year Ended Dec 31, 2024) | Amount ($) |
|---|---|
| Annual Cash Retainer | 120,000 |
| Non-Executive Chairman Retainer | 250,000 |
| Committee Chair – Audit | 25,000 |
| Committee Chair – Compensation | 20,000 |
| Committee Chair – Cybersecurity | 20,000 |
| Committee Chair – Governance & Policy | 20,000 |
| Committee Chair – Finance | 20,000 |
| Committee Member – Audit | 17,500 |
| Committee Member – Compensation | 7,500 |
| Committee Member – Cybersecurity | 7,500 |
| Committee Member – Governance & Policy | 7,500 |
| Committee Member – Finance | 7,500 |
| Annual Equity Grant | 165,000 |
- Jimenez’s 2024 (director) compensation:
| 2024 Director Compensation (Frank R. Jimenez) | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 135,000 |
| Stock Awards (Grant-Date Fair Value) | 164,459 |
| Total | 299,459 |
| Deferred Stock Units held (12/31/2024) | 2,209 units |
Performance Compensation
- Equity mechanics: Annual DSU/shares valued at $165,000, delivered quarterly by dividing $41,250 by the closing price on the grant date; DSUs are fully vested at grant but are generally payable within 30 days after board service ends (or fifth calendar year at election for directors meeting 5x retainer ownership threshold) .
- Dividend equivalents: Credited on unpaid DSUs; paid only at vesting/settlement on the underlying units .
| Director Equity Mechanics | Detail |
|---|---|
| Annual grant value | $165,000; $41,250 quarterly |
| Form | Deferred stock units or shares (director election subject to ownership guideline) |
| Vesting | Fully vested at grant; payable upon separation or fifth year (if elected and guideline met) |
| Dividend equivalents | Credited as additional units; paid only to extent underlying DSUs are paid |
Other Directorships & Interlocks
- No current public company directorships disclosed for Jimenez; external roles are non-profit/academic/advisory .
- Governance and Policy Committee oversees related person transactions and significant corporate sustainability/public policy matters, enhancing conflict oversight .
Expertise & Qualifications
- Strategic strengths: Investment strategy/M&A; Military & Government relations; Corporate governance; A&D industry knowledge; Compliance/legal/regulatory .
- Extensive government legal leadership (Navy GC, DoD) aligned with HII’s defense customer base .
Equity Ownership
- Beneficial ownership (as of Feb 28, 2025): Common shares 550; share equivalents (non-voting DSUs) 2,428; total 2,978. None of HII directors/executive officers exceed 1% ownership of outstanding shares (39,235,568) .
- Deferred stock units as of Dec 31, 2024: 2,209 units .
- Hedging/pledging: Company policy prohibits hedging, short sales, derivative speculation, and pledging/margin accounts for directors and officers .
| Ownership (Frank R. Jimenez) | Count |
|---|---|
| Common Shares (Feb 28, 2025) | 550 |
| Share Equivalents (DSUs) (Feb 28, 2025) | 2,428 |
| Total Beneficial (incl. DSUs) | 2,978 |
| DSUs (Dec 31, 2024) | 2,209 |
| Policy on hedging/pledging | Prohibited |
| % Outstanding | None >1% (group statement) |
Governance Assessment
- Committee roles: Placement on Compensation and Governance & Policy committees points to strong governance, pay oversight, and conflict management engagement .
- Independence and attendance: Independent status, 75%+ attendance, and full Annual Meeting attendance bolster confidence in board effectiveness .
- Shareholder support: Strong re-election vote in 2025; say-on-pay has historically received high support (96–97% 2020–2024). 2025 say-on-pay votes FOR 30,456,940; AGAINST 1,033,988; ABSTENTIONS 134,201; broker non-votes 3,377,153 .
| Say-on-Pay Advisory Vote History | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Votes Cast “FOR” (%) | 97% | 97% | 97% | 97% | 96% |
| 2025 Say-on-Pay Advisory Vote | Votes |
|---|---|
| For | 30,456,940 |
| Against | 1,033,988 |
| Abstentions | 134,201 |
| Broker Non-Votes | 3,377,153 |
Compensation Structure Analysis (Board)
- 2024 program reflected increases (effective January 1, 2024) vs prior year: cash retainer from $100,000 to $120,000; annual equity award from $160,000 to $165,000 (Exequity benchmarking). HII’s 2024 year-end fee schedule shows cash and equity levels as above .
- Director compensation approximates median of peer group and S&P 500 benchmarks per independent consultant .
Related Party Transactions (Conflict Oversight)
- Policy: Annual questionnaires; Governance & Policy Committee reviews/approves related person transactions over $100,000; pre-approval categories defined; oversight of sustainability and public policy .
- Disclosure: No related party transactions requiring disclosure since the beginning of 2023 .
Risk Indicators & RED FLAGS
- Hedging/pledging prohibited; no disclosed pledging by directors .
- Board and committee attendance thresholds met; strong director election support .
- No related party transactions requiring disclosure (2023–present) .
- Note: HII TSR in 2024 was (25.7)%, but executive pay is structured with strong long-term, performance-based elements and robust clawback/ownership policies, mitigating pay-risk misalignment .
Compensation Committee Analysis (Context)
- Committee composition includes independent directors (Chair: Victoria D. Harker; members include Jimenez). Engages independent consultant (Exequity), conducts annual risk assessment, maintains clawback policy, and robust ownership guidelines .
- Peer group methodology and 2025 update (adding GD and Northrop, among others) to better align revenue and business mix .
Notes on Investor Signals
- Governance quality: Independent Chairman; dedicated Cybersecurity Committee; active executive sessions; majority voting standard; proxy access; special meeting bylaw at 20% threshold—all supportive of investor rights and risk oversight .
- 2025 charter/bylaw amendments: Elimination of officer monetary liability to fullest extent permitted by Delaware law and alignment of special meeting bylaw; approved by shareholders .