Leo P. Denault

About Leo P. Denault

Independent director of HII since November 2022; age 65. Former Chairman and Chief Executive Officer of Entergy Corporation (2013–2022), Executive Chairman (Nov 2022–Feb 2023), and previously EVP & CFO (2004–2013); earlier Vice President, Corporate Development at Entergy and Cinergy (now Duke Energy). At HII, he chairs the Audit Committee and serves on the Finance Committee; the Board determined he is independent and he qualifies as an “audit committee financial expert” under SEC rules. Current public company role includes serving on PG&E Corporation’s board (Audit Committee; Finance and Innovation Committee) and the board of its subsidiary Pacific Gas and Electric Company .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Finance Committee member .
• Independence: Board determined all directors other than the CEO are independent; Audit and Compensation Committees meet enhanced SEC/NYSE independence standards .
• Financial expertise: Qualifies as “audit committee financial expert” .
• Attendance and engagement: Board held 6 meetings in 2024; committees held 7 (Audit), 5 (Compensation), 5 (Cybersecurity), 5 (Governance & Policy), 5 (Finance). Each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting. Independent directors met in executive session at all five regular Board meetings .
• Risk oversight: Audit Committee oversight of controls, financial reporting, compliance, and sustainability matters related to environmental stewardship; Finance Committee oversight of capital structure, strategic transactions, dividends/buybacks, and significant capex .

Fixed Compensation

2024 non‑employee director compensation (paid or deferred):

Annual fee schedule (structure):

• Annual cash retainer: $120,000; Audit Chair: $25,000; Finance Committee member: $7,500; Annual equity grant: $165,000, delivered quarterly as DSUs or common shares at director election, calculated as $41,250 per quarter divided by closing price .

Election/deferral mechanics and policy points:

• Non‑employee directors may elect to receive annual cash retainers in stock units payable upon termination of board service; directors holding shares valued at least 5× annual cash retainer may elect equity in common stock or stock units payable in the fifth calendar year following grant (or earlier upon termination). Dividend equivalents accrue on stock units and vest/pay only upon vesting/payment of the underlying RSUs. Insider Trading Policy prohibits speculative transactions, pledging, and hedging of Company securities .

Performance Compensation

• No performance‑based metrics for director compensation; equity is time‑based deferred stock units with dividend equivalents, subject to plan terms. No stock options or PSUs disclosed for directors .

Other Directorships & Interlocks

Related person transactions: Proxy reports no related person transactions requiring disclosure in 2024 other than items involving State Street, BlackRock plan services, and compensation of the CEO’s immediate family member; no items involving Mr. Denault are disclosed .

Expertise & Qualifications

• Chief Executive leadership and strategy; Chief Financial Officer and accounting; investment strategy, corporate development, and M&A; corporate governance; compliance/legal/regulatory; nuclear sector familiarity. Board skills inventory confirms breadth of governance and finance expertise .

Equity Ownership

Beneficial ownership as of February 28, 2025:

Notes:

• Shares outstanding: 39,235,568 as of Feb 28, 2025 .
• Director share equivalents are non‑voting deferred stock units payable upon cessation of board service (or per alternative election where eligible) .
• Policy prohibits hedging or pledging of Company stock by directors .

Say‑on‑Pay & Shareholder Feedback (context for Board oversight)

Board and management engaged with governance teams representing ~66% of outstanding shares in 2024–early 2025; Board maintains robust governance practices and an independent compensation consultant for benchmarking .

Governance Assessment

• Strengths

  • Audit Committee Chair with CFO/CEO background and SEC “financial expert” designation enhances financial reporting and control oversight; Audit Committee directly oversees auditor independence, internal audit, and major financial risk exposures .
  • High attendance and regular executive sessions support independent oversight and board effectiveness .
  • Compensation structure mixes cash and equity, with deferral options increasing long‑term alignment; prohibition on hedging/pledging reduces misalignment risk .
  • Strong and stable say‑on‑pay support (96–97%) indicates investor confidence in pay/governance practices .

• Watch items

  • Multi‑board service: Policy limits service on public company boards and audit committees; Board’s 2024 review found all directors in compliance. Continued monitoring advisable given Audit Chair duties at HII and audit roles at PG&E Corporation/subsidiary .
  • Ownership alignment: As of Feb 28, 2025, Mr. Denault holds DSUs and no directly owned common shares; directors may access alternative equity election features upon reaching 5× cash retainer in owned common stock. Monitoring accumulation toward long‑term ownership expectations is prudent .

• RED FLAGS

  • None disclosed regarding related‑party transactions, hedging/pledging, option repricing, or low say‑on‑pay outcomes in the proxy period .