Nick L. Stanage
HUNTINGTON INGALLS INDUSTRIESAbout Nick L. Stanage
Independent director at HII since July 29, 2025; appointed to the Audit Committee and the Governance & Policy Committee. Former Chairman, CEO and President of Hexcel Corporation (CEO from August 2013; Executive Chairman through November 2024), with prior leadership roles at Dana Holding Corporation and Honeywell Inc. Education: B.S. Mechanical Engineering (Western Michigan University) and MBA (University of Notre Dame).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hexcel Corporation | President; COO; CEO; Executive Chairman | President: Nov 2009; COO: May 2012; CEO: Aug 2013–May 2024; Executive Chairman: May–Nov 2024 | Led advanced composites manufacturer serving aerospace and defense, driving industrial manufacturing scale and innovation |
| Dana Holding Corporation | President, Heavy Vehicle Products; VP & GM, Commercial Vehicle Group | President: Dec 2005–Oct 2009; VP & GM: Aug 2005–Dec 2004 | P&L and operations leadership across heavy vehicle/industrial portfolios |
| Honeywell Inc. | Various roles of increasing responsibility | 1986–2005 | Technology, operations, and supply chain leadership experience |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Hexcel Corporation | Director | — |
| TriMas Corporation | Director | Compensation; Corporate Governance; Nominating |
Board Governance
- Committee assignments: Audit Committee and Governance & Policy Committee member (effective July 29, 2025).
- Independence: HII states all directors other than the CEO are independent; Audit and Compensation members meet SEC/NYSE enhanced independence standards. Stanage’s Audit Committee assignment aligns with these independence requirements.
- Attendance and engagement: In 2024, the Board held six meetings; each director attended at least 75% of Board/committee meetings; independent directors met in executive session at all five regular Board meetings. Committee executive sessions occur routinely. (Note: Stanage joined in 2025; 2024 attendance is context, not specific to him.)
- Risk oversight framework: Board and committees oversee enterprise risks (Audit: controls/financial reporting/legal/compliance; Compensation: pay, HCM, succession; Finance: capital structure/transactions/dividends/capex; Governance & Policy: composition, governance practices, sustainability, related-person transactions; Cybersecurity: strategy, incident response, vendor posture).
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Annual cash retainer (non-employee directors, 2024 program) | 120,000 | Paid quarterly in arrears |
| Committee chair retainers (Audit; Governance & Policy) | 25,000; 20,000 | Annual chair fees |
| Committee member retainers (Audit; Governance & Policy) | 17,500; 7,500 | Annual member fees |
| Non-executive Chairman retainer | 250,000 | Annual chair fee |
| Annual equity grant | 165,000 | Deferred stock units or common shares; paid quarterly; units/shares per quarter = $41,250 ÷ closing price |
| Stanage-specific retainers (2025) | 120,000; 25,000; 20,000 | Annual cash retainer plus Audit ($25k) and Governance & Policy ($20k) committee retainers; prorated for 2025 |
| Stanage-specific equity grant (2025) | 165,000 | Annual DSUs; payable at conclusion of board service; prorated for 2025 |
Note: HII’s 2024 director fee schedule differentiates chair vs. member fees; the 8-K discloses $25k (Audit) and $20k (Governance & Policy) retainers for Stanage’s committee service without specifying chair/member capacity. This is presented as filed in the 8-K; compare to the standing schedule above.
Performance Compensation
| Element | Value/Frequency | Vesting/Payment | Other Terms |
|---|---|---|---|
| Deferred Stock Units (DSUs) | $165,000 annually (paid $41,250 quarterly) | Fully vested at grant; generally payable within 30 days following director’s board service end; directors meeting 5x retainer ownership threshold may elect shares or DSUs payable in fifth calendar year after award year | Dividend equivalents credited as additional DSUs; subject to same terms; granted under 2022 LTISP |
- No performance metrics apply to non-employee director compensation (director equity is not performance-based).
Other Directorships & Interlocks
| Company | Relationship to HII | Comment |
|---|---|---|
| Hexcel Corporation (advanced composites) | Potential industry adjacency (aerospace/defense composites) | No HII related-party transactions disclosed for 2024; Governance & Policy Committee oversees RPT reviews prospectively |
| TriMas Corporation | Industrial manufacturing adjacency | No RPTs disclosed for 2024; ongoing oversight by Governance & Policy Committee |
Expertise & Qualifications
- Industrial manufacturing leadership across aerospace, automotive, and heavy vehicle sectors; deep operations/supply chain experience and technology oversight.
- Extensive CEO/Chair experience aligning strategic execution with capital deployment and risk management; relevant to HII’s Audit and Governance & Policy oversight domains.
- Education grounding in mechanical engineering and business administration.
Equity Ownership
| Holder | Shares Owned | DSUs / Share Equivalents | Notes |
|---|---|---|---|
| Nick L. Stanage | 110 | — | Third-party data indicates 110 HII shares owned; most recent disclosed buy: 3,500 shares on Aug 29, 2025 (Form 4 referenced by source). Director DSUs will accrue beginning with prorated 2025 quarterly grants per program terms. |
- Hedging/pledging: HII policy prohibits speculative transactions, margin accounts/pledging, and hedging in company securities for directors and designated employees.
- Director equity program: DSUs/dividend equivalents; payment timing and elections contingent on ownership threshold (≥5x annual cash retainer).
Insider Trades (summary, third-party source)
| Date | Security | Action | Shares | Source |
|---|---|---|---|---|
| Aug 29, 2025 | HII common | Acquisition | 3,500 |
Governance Assessment
- Board effectiveness: Appointment to Audit and Governance & Policy aligns his CEO/operations background with oversight of financial reporting, controls, governance policies, sustainability/public policy, and related-party review—supportive of investor confidence.
- Independence and audit rigor: Audit Committee membership requires SEC/NYSE independence; HII affirms enhanced independence standards for Audit/Compensation Committee members.
- Compensation alignment: Director pay mix balanced between fixed cash and equity; annual DSUs paid quarterly and deferred until end of service supports long-term alignment. Program benchmarked to peer medians by independent consultant; say-on-pay support remains strong (96–97% last five years), indicating shareholder confidence in compensation governance.
- Conflicts/related-party exposure: 2024 proxy disclosed no related-person transactions involving directors (other than routine plan service providers); Governance & Policy Committee maintains structured RPT review/approval policy. No disclosed ties between HII and Hexcel/TriMas; monitor for supplier/customer relationships as Stanage serves on both boards.
- Risk indicators and red flags: None disclosed regarding legal proceedings, SEC investigations, hedging/pledging, or option repricings; HII’s policies prohibit hedging/pledging and require RPT screening. Attendance standards and executive sessions are robust. Continue to monitor future proxies/8-Ks for any RPTs triggered by external board roles.
Overall: Stanage’s appointment strengthens HII’s board with industrial/manufacturing expertise relevant to shipbuilding and Mission Technologies. Committee placements on Audit and Governance & Policy are appropriate for his background, and HII’s governance and compensation frameworks mitigate alignment and conflict risks.