Kirkland H. Donald
HUNTINGTON INGALLS INDUSTRIESAbout Kirkland H. Donald
Admiral Kirkland H. Donald (age 71) is HII’s independent, non‑executive Chairman of the Board, serving as a director since November 2017 and as Chair since April 2020; he previously spent 37 years in the U.S. Navy culminating as Director, Naval Nuclear Propulsion Program (Nov 2004–Nov 2012) and led Systems Planning and Analysis, Inc. as COO then CEO (2013–2015) and worked as a business consultant (from Oct 2015) . His credentials include a B.S. from the U.S. Naval Academy, an M.B.A. from University of Phoenix, Harvard Kennedy School Senior Executive Fellows program, and the CERT certificate in cybersecurity oversight from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Director, Naval Nuclear Propulsion Program | Nov 2004–Nov 2012 | Senior leadership over naval nuclear programs; nuclear safety and operations oversight |
| Systems Planning and Analysis, Inc. | COO; President & CEO | Jun 2013–Oct 2015 | Led technical services firm serving DoD/DHS; operating leadership |
| Business Consultant | Consultant | Oct 2015–Apr 2020 | Strategic advisory experience |
External Roles
| Organization | Role | Public/Private | Committees/Details | Interlock/Exposure |
|---|---|---|---|---|
| Entergy Corporation | Director; Chair, Nuclear Committee; Member, Finance Committee | Public | Nuclear oversight; finance governance | None disclosed as related‑party |
| Centrus Energy Corporation | Director; Member, Technology/Competition/Regulatory; Audit & Finance; Compensation/Nominating/Governance | Public | Technology and audit/finance oversight | None disclosed as related‑party |
| Battelle Memorial Institute | Director | Private/Non‑profit | Board service | None disclosed as related‑party |
| Naval Submarine League | Director | Non‑profit | Board service | None |
| Rolls‑Royce North America | Outside Director (proxy board) | Private | Supplier to HII; proxy board oversight | Supplier to HII (potential perceived conflict) |
| Sauer Compressors USA | Outside Director (proxy board) | Private | Supplier to HII; proxy board oversight | Supplier to HII (potential perceived conflict) |
| LANXESS Corporation | CFIUS Security Monitor | Private | Oversight under CFIUS; supplier to HII | Supplier to HII (potential perceived conflict) |
Board Governance
- Independent status: The Board determined all directors other than the CEO are independent; Admiral Donald is independent .
- Committee assignments: Compensation Committee member; Cybersecurity Committee member (chairs are Harker and O’Sullivan, respectively) .
- Board leadership: Non‑executive Chairman responsibilities include chairing Board/stockholder meetings, setting agendas/schedules, liaison with CEO, calling meetings, interviewing Board candidates, and overseeing information flow to directors .
- Meetings and attendance (2024): Board held six meetings; independent directors met in executive session at all five regular Board meetings; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Risk oversight: Board allocates enterprise risk across Audit, Compensation, Finance, Governance & Policy, and Cybersecurity Committees (including dedicated cybersecurity tabletop exercises) .
- Related‑party transactions oversight: Governance & Policy Committee reviews/oversees related‑person transactions; 2024 disclosures include plan‑service payments to State Street and BlackRock, and CEO’s family employment; no related‑person transactions disclosed involving Admiral Donald .
Fixed Compensation
| Component | 2023 Policy ($) | 2024 Policy ($) | Notes |
|---|---|---|---|
| Annual Cash Retainer (Directors) | 100,000 | 120,000 | Paid quarterly; directors may elect stock units |
| Non‑Executive Chairman Retainer | 350,000 | 250,000 | Paid quarterly |
| Committee Chair – Audit | 25,000 | 25,000 | |
| Committee Chair – Compensation/Cyber/G&P/Finance | 20,000 each | 20,000 each | |
| Committee Member – Audit | 17,500 | 17,500 | |
| Committee Member – Compensation/Cyber/G&P/Finance | 7,500 each | 7,500 each |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kirkland H. Donald | 370,000 | 164,459 | 534,459 |
Policy prohibitions for directors: No hedging, short sales, or pledging of Company stock; restrictions apply to officers and directors under Insider Trading Policy .
Performance Compensation
| Element | Grant Value/Mechanics | Vesting/Payment | Dividends |
|---|---|---|---|
| Annual Equity Grant (non‑employee directors) | $165,000; granted quarterly as DSUs or shares ($41,250 per quarter ÷ closing price) | DSUs fully vested at grant; payable within 30 days after board service ends or in 5th calendar year if elected (subject to eligibility) | Dividend equivalents credited as additional DSUs; paid only upon vesting/payment |
HII’s director equity awards are not performance‑conditioned (no PSUs for directors); performance plans (AIP/RPSR) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Type | Committee Roles | Potential Conflict |
|---|---|---|---|
| Entergy Corporation | Public | Chair, Nuclear; Member, Finance | None disclosed |
| Centrus Energy Corporation | Public | Technology/Competition/Regulatory; Audit & Finance; Compensation/Nominating/Governance | None disclosed |
| Rolls‑Royce North America | Private (supplier) | Proxy board outside director | Supplier to HII (perceived conflict) |
| Sauer Compressors USA | Private (supplier) | Proxy board outside director | Supplier to HII (perceived conflict) |
| LANXESS Corporation | Private (supplier) | CFIUS security monitor | Supplier to HII (perceived conflict) |
Expertise & Qualifications
- Nuclear leadership and oversight; aerospace & defense industry knowledge; military/government relations; corporate governance; cybersecurity risk oversight; advanced technology/future warfare perspective .
- CERT cybersecurity oversight credential; broad board experience across public/private sectors .
Equity Ownership
| As of Feb 28, 2025 | Shares Beneficially Owned | Share Equivalents (DSUs) | Total Beneficial Ownership | Ownership as % of Outstanding |
|---|---|---|---|---|
| Kirkland H. Donald | 575 | 5,881 | 6,456 | 0.016% (computed from 6,456 ÷ 39,235,568 shares outstanding) |
Additional detail: Total deferred stock units credited as of Dec 31, 2024 were 5,662 for Admiral Donald, reflecting quarterly grants/dividend equivalents; DSU balances increase over time .
Policy alignment:
- Directors lack specific numeric ownership requirements but receive DSUs generally payable after service ends, aligning incentives with long‑term performance .
- Hedging/pledging prohibitions support alignment and risk mitigation .
Say‑on‑Pay & Investor Engagement (Context for governance quality)
| Annual Meeting Year | Say‑on‑Pay “FOR” Votes (%) |
|---|---|
| 2020 | 97% |
| 2021 | 97% |
| 2022 | 97% |
| 2023 | 97% |
| 2024 | 96% |
Investor engagement: Company engaged governance teams representing ~66% of outstanding shares during 2024/early 2025, including Investor Day at NYSE .
Governance Assessment
- Strengths: Independent Chair with defined oversight remit and robust committee structure (including dedicated Cybersecurity Committee); documented risk oversight and executive sessions; strong say‑on‑pay support; director compensation market‑median with meaningful equity deferral; prohibition on hedging/pledging .
- Independence/attendance: Admiral Donald is independent and met attendance expectations; all directors attended ≥75% of meetings; independent directors held executive sessions at all regular Board meetings .
- Potential red flags (monitor): External proxy board/monitor roles at Rolls‑Royce North America, Sauer Compressors USA, and LANXESS—each a supplier to HII—create perceived interlocks; while no related‑person transactions were disclosed for Admiral Donald, continued oversight by the Governance & Policy Committee is prudent to mitigate any conflicts in supplier oversight or contracting .
- Compensation structure: Director pay is primarily fixed cash plus time‑based equity (DSUs), not performance‑conditioned; 2024 reduced Chair retainer ($250k vs $350k in 2023) aligns with cost discipline while maintaining alignment via DSU deferral .
- Compensation Committee process: Uses an independent consultant and targeted benchmarking; peer group refined for 2025 (adds General Dynamics and Northrop Grumman; removes BWX, Curtiss‑Wright, Moog) indicating active governance of pay benchmarking .
Conclusion: Admiral Donald’s nuclear and cybersecurity expertise, independent Chair role, and committee engagement support board effectiveness. The supplier‑linked proxy/monitor roles warrant ongoing conflict‑management vigilance, but current disclosures show no related‑person transactions involving him; investor confidence is supported by strong say‑on‑pay results, structured risk oversight, and director equity deferral .