Kara R. Wilkinson
HUNTINGTON INGALLS INDUSTRIESAbout Kara R. Wilkinson
Executive Vice President and President, Ingalls Shipbuilding since April 1, 2021; age 49; B.S. in Naval Architecture and Marine Engineering (University of Michigan) and M.B.A. (Temple University). She began at Ingalls in 1996 as an associate naval architect and progressed through Engineering, Operations, program management and waterfront leadership before becoming division president . In 2023, HII delivered record revenues of $11.454B (+7.3% YoY), segment operating margin of 7.4%, and TSR of 15.2%, with dividends raised to $5.02/share; these company-level outcomes underpin incentive frameworks tied to ROIC, EBITDAP, OCF and OM used for executive pay . Ingalls-specific AIP results for 2023 exceeded targets: OM 13.15% vs 10.50% target and OCF $434M vs $315M target, driving a 158% payout of target for division performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingalls Shipbuilding (HII) | Executive Vice President & President | Apr 2021–present | Leads division performance across safety, quality, cost, schedule; accountable to OM/OCF metrics in AIP framework |
| Ingalls Shipbuilding (HII) | Vice President, Program Management | May 2016–Mar 2021 | Led program management with waterfront leadership; LPD Program Office execution |
| Ingalls Shipbuilding (HII) | Engineering & Operations roles; Business Development support | Years not disclosed | Progression through technical and operational disciplines; foundation for division leadership |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 515,000 | 545,000 |
| Target Bonus % of Salary | 80% | 80% |
| Target Bonus ($) | 412,000 | 436,000 |
| All Other Compensation ($) | 48,735 | 56,909 |
2023 All Other Compensation detail:
- Non-qualified plans company match: $33,745; Qualified plans company match: $9,533; Executive physical: $505; Financial planning: $2,127; total $56,909 .
Performance Compensation
Annual Incentive Plan (AIP) – Ingalls Division Metrics
| Metric | Weighting | Target | Actual | Points/Payout | Final Division AIP Score |
|---|---|---|---|---|---|
| 2022 Operational Performance (safety, quality, cost, schedule, D&I, collaboration, division mgmt) | 50% | 100 | 137 | 68 | 155 |
| 2022 OM (%) | — (in Financial) | 10.00 | 11.36 | 100 | 155 |
| 2022 OCF ($M) | — (in Financial) | 270 | 320 | 100 | 155 |
| 2022 Combined Shipbuilding OM (%) | 10% | 8.00 | 7.70 | 7 | 155 |
| 2023 Operational Performance (as above + president-specific) | 40% | 100 | 117 | 47 | 158 |
| 2023 OM (%) | — (in Financial) | 10.50 | 13.15 | 100 | 158 |
| 2023 OCF ($M) | — (in Financial) | 315 | 434 | 100 | 158 |
| 2023 Combined Shipbuilding OM (%) | 10% | 8.00 | 8.34 | 13 | 158 |
| 2023 Strategic Leadership (leadership, compliance, cybersecurity, social) | 10% | 100 | 181 | 18 | 158 |
AIP formula: Base Salary x Target % = Target Bonus; Target Bonus x Division Performance Factor (DPF) x Individual Performance Factor (IPF) = Final Bonus Award; max award capped at 200% of target . Actual AIP payouts: $638,600 (2022) and $688,880 (2023) .
Long-Term Incentive Plan (LTIP) – RPSR Structure and Outcomes
| Metric | Weight | Goals @ 0/100/200 | Actual (2019–2021 or 2020–2022) | Score |
|---|---|---|---|---|
| EBITDAP ($M) | 40% | 2,952 / 3,102 / 3,252 | 2,860 | 0 |
| ROIC (%) | 40% | 53.03 / 56.65 / 60.26 | 64.89 | 200 |
| Relative EBITDAP (%) vs S&P A&D Select | 20% | 25.00 / 55.00 / 75.00 | 87.50 | 200 |
| Total LTIP Score (2020–2022 cycle) | — | — | — | 120% payout; shares issued 2/28/2023 |
2023 LTIP awards (RPSRs) granted 2/28/2023: target 5,343 shares, max 10,686; performance period 1/1/2023–12/31/2025; payout in early 2026 (0–200% based on ROIC, EBITDAP, relative EBITDAP). Vesting generally requires employment through the period; prorated vesting applies for retirement, death, disability; DEUs paid only if underlying RPSRs vest .
Multi-Year Compensation Summary
| Component ($) | 2022 | 2023 |
|---|---|---|
| Salary | 512,314 | 535,022 |
| Stock Awards (grant-date fair value) | 1,149,977 | 1,149,814 |
| Non-Equity Incentive Plan Compensation | 638,600 | 688,880 |
| Change in Pension Value | — (not reported for 2022) | 1,494,869 |
| All Other Compensation | 48,735 | 56,909 |
| Total | 2,349,626 | 3,925,494 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/29/2024) | 6,832 shares; percent of class <1% (39,630,008 shares outstanding) |
| Stock Ownership Guideline | 3x base salary for elected officers reporting to CEO; percent of target attained: 122% (as of 2/29/2024) |
| Prior Guideline Attainment | 47% (as of 2/28/2023) |
| Holding Requirement | Must hold at least 50% of shares received as compensation until the earlier of 3rd anniversary or termination due to death/disability; requirement eliminated for awards granted on/after 1/1/2024 |
| Hedging/Pledging | Prohibited for officers and directors (no margin accounts, pledging, or hedging transactions) |
Outstanding equity awards at 2023 year-end (RPSRs and RSRs):
- Not Vested: 5,434 (grant 2/28/2023; market value $1,410,841), 5,855 (grant 3/1/2022; $1,520,195), 3,327 (grant 4/1/2021; $863,731). Market values based on 12/29/2023 close $259.64 .
- No stock options outstanding; no option exercises in 2023 .
2023 RPSR vesting from prior cycles: Shares vested 1,205; value realized on vesting $259,265 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; executives are at-will |
| Severance Plan (qualifying termination) | Lump sum 1.5x base salary + target bonus; employer-paid medical/dental premiums for 18 months; financial planning reimbursement up to $15,000 in year of termination and following year; executive physical reimbursement up to $2,000 (raised to $4,000 beginning in 2024); outplacement up to 15% of base salary |
| Change-in-Control (CIC) | No CIC agreements or tax gross-ups; equity awards provide accelerated vesting upon a qualifying termination related to a change in control (double-trigger) |
| Equity Award Terms (2012/2022 Plans) | Accelerated/prorated vesting for death, disability, retirement; accelerated vesting upon qualifying CIC-related termination; RPSR payouts made in the first quarter following end of performance period |
| Clawbacks | Dodd-Frank Compensation Recovery Policy adopted Oct 2023 (recovery of erroneously awarded incentive-based compensation within 3 completed fiscal years); prior recoupment policy applies to earlier periods |
Potential payments upon termination (as of 12/31/2023 and 12/31/2022):
| Scenario | 2022 Total ($) | 2023 Total ($) |
|---|---|---|
| Involuntary Termination Not For Cause / Good Reason | 2,427,849 (severance $1,390,500; pro-rata bonus at target; RPSR value $276,585; H&W $14,913; planning/outplacement $107,250) | 3,916,535 (severance $1,471,500; pro-rata bonus at target $688,880; RPSR value $1,623,789; H&W $20,617; planning/outplacement $111,750) |
| CIC Followed by Qualifying Termination | 6,428,843 after excise cap (severance $1,489,226; bonus $494,202; unvested performance-based RS/RSU value $4,318,099; H&W $14,582; planning/outplacement $112,735) | 6,847,352 (severance $1,471,500; bonus $688,880; unvested performance-based RS/RSU value $4,554,605; H&W $20,617; planning/outplacement $111,750) |
Investment Implications
- Pay-for-performance orientation: AIP and LTIP metrics (OM, OCF, ROIC, EBITDAP, relative EBITDAP) tightly link payouts to divisional and enterprise results; Ingalls beat 2023 OM and OCF targets, producing a 158% AIP score, while LTIP emphasizes multi-year capital efficiency and relative performance—supportive of alignment and execution incentives .
- Retention and selling pressure: No options and robust ownership guideline compliance (122% in 2024 vs 47% in 2023) reduce near-term selling pressure; holding requirements continued for legacy grants and hedging/pledging is prohibited, mitigating misalignment risks .
- Downside/CIC economics: Standard severance (1.5x salary+target bonus) and double-trigger CIC equity acceleration provide moderate protection without tax gross-ups; non-retirement eligibility causes forfeiture of certain unvested cycles in some non-CIC terminations—a retention lever .
- Track record and execution: Division AIP outcomes signal strong operating performance (OM and cash flow) under Wilkinson’s leadership; company-level 2023 performance (record revenue, improved margins, positive TSR) supports broader incentive attainment and confidence in execution .