Paul C. Harris
HUNTINGTON INGALLS INDUSTRIESAbout Paul C. Harris
Paul C. Harris is Executive Vice President and Chief Sustainability and Compliance Officer at HII, appointed March 14, 2022 (age 60). He joined HII in September 2020 as Corporate Vice President, Chief Compliance and Privacy Officer. Prior roles include Senior Vice President at Hampton University (2016–2020), corporate legal leadership at Sodexo, Northrop Grumman, and Raytheon, and senior U.S. Department of Justice posts (Deputy Assistant and Deputy Associate Attorney General). He served in the Virginia House of Delegates (1998–2001) and is a U.S. Army veteran. Education: B.A., Hampton University; J.D., George Washington University Law School . Under Harris’s tenure, HII’s 2024 performance included revenues $11.535B, net earnings $550M, diluted EPS $13.96, free cash flow $40M, and 1-year TSR of (25.7)% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HII | EVP, Chief Sustainability & Compliance Officer | Mar 2022–present | Leads enterprise sustainability and compliance programs; strategic oversight of ESG, ethics, and compliance risk . |
| HII | CVP, Chief Compliance & Privacy Officer | Sep 2020–Mar 2022 | Built compliance and privacy function; enterprise policy and controls . |
| Hampton University | Senior Vice President | Sep 2016–Sep 2020 | Institutional leadership; returned to alma mater in senior role . |
| Raytheon; Northrop Grumman; Sodexo | Corporate law department leadership | Not disclosed | Progressive legal/compliance leadership in Fortune 500s . |
| U.S. DOJ | Deputy Assistant Attorney General; Deputy Associate Attorney General | Not disclosed | Senior policy/legal roles; federal compliance and enforcement experience . |
| Virginia House of Delegates | Member | 1998–2001 | Legislative experience; public policy and governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Army | Veteran | Not disclosed | Military service; discipline and mission orientation . |
| HII | Executive sponsor for Compass Award for Compliance | 2025 | Public recognition program reinforcing culture of ethics and compliance . |
Fixed Compensation
Not disclosed for Harris (proxy tables cover only NEOs). Company compensation program structure and practices referenced below.
Performance Compensation
Company annual and long-term incentive structures that govern executive officers (applied consistently to plan participants):
- Annual Incentive Plan (AIP): Corporate AIP weighting for corporate officers emphasizes financial metrics (Operating Margin and Operating Cash Flow) and strategic leadership (leadership, ESG, cybersecurity, compliance); awards are formula-based with capped payouts and discretion for adjustments .
- Long-Term Incentives (LTI): 70% Restricted Performance Stock Rights (RPSRs) and 30% Restricted Stock Rights (RSRs); RPSRs vest on three-year performance with 0–200% payout; RSRs time-vest ratably over three years; dividend equivalents accrue but pay only upon vest .
2024 AIP Metrics (Corporate Office)
| Metric | Description | Weighting | 2024 Outcome (points) |
|---|---|---|---|
| Operating Margin (OM) | Segment operating income ÷ revenues | 45% | 46 |
| Operating Cash Flow (OCF) | Cash from ops before discretionary pension, capex, excess cash flow | 45% | 0 |
| Strategic Leadership | Leadership, ESG, cybersecurity, compliance | 10% | 19 |
| Total Corporate Performance Factor (CPF) | Sum of points | 100% | 65 |
Note: Corporate AIP scores above reflect the company-wide formula outcomes for the corporate pool; individual payout factors vary by role and IPF and are not disclosed for Harris .
2024 LTI Performance Metrics and Weighting
| Metric | Weight | Rationale | Calculation |
|---|---|---|---|
| ROIC | 40% | Returns discipline | Adjusted FCF ÷ Average Invested Capital |
| EBITDAP | 40% | Operating performance (ex pension) | Net earnings + interest + taxes + D&A − net pension/postretirement expense |
| Relative EBITDAP Growth | 20% | Performance vs S&P Aerospace & Defense Select Index | HII growth vs index constituents |
2022–2024 RPSR cycle paid at 109% of target (company-wide), demonstrating performance-linkage; earlier cycles inform vesting cadence but are not individual to Harris .
Vesting Schedules
| Award Type | Grant Mechanics | Vesting Schedule | Payout Range |
|---|---|---|---|
| RPSR | Performance shares | Cliff vest at end of 3-year period | 0–200% of target + accrued DEUs |
| RSR | Time-based restricted stock units | 33 1/3% per year over 3 years | N/A (time vest) |
Options are not a current compensation instrument at HII; no stock options outstanding in 2024 for NEOs (signals shift to RSUs/RPSRs) .
Equity Ownership & Alignment
- Stock ownership guidelines: 7× salary (CEO), 3× salary (elected officers reporting to CEO), 1.5× salary (other officers); awards before 2024 subject to 50% holding requirement for 3 years; holding requirement eliminated for awards granted on/after Jan 1, 2024 .
- Policy prohibits hedging, pledging, margin accounts, and speculative transactions for officers/directors .
- Clawback policy (Dodd-Frank): recovery of erroneously awarded incentive-based compensation for covered officers over prior 3 completed fiscal years upon a restatement; legacy recoupment policy applies pre-Oct 2, 2023 compensation .
Insider-selling signals: HII reports Rule 10b5-1 plan adoptions per Item 408 (e.g., CEO plan Q3 2025); a Harris-specific plan was not disclosed in that 10-Q table. Attempts to retrieve Harris’s Form 4 history via Insider-Trades skill were authorized for HII but returned unauthorized from the data provider; we searched press releases and SEC filings and found no Harris-specific trading disclosures for the requested period . We also searched 8-Ks and press releases; no Harris Form 4 or selling disclosures were found .
Employment Terms
| Term | Company Policy (applies to elected/appointed officers) | Harris-specific note |
|---|---|---|
| Employment agreements | None for executives (at-will) | Not individually disclosed; EVP status indicates coverage. |
| Severance plan | Lump sum equal to 1.5× (base salary + target bonus); 18 months medical/dental premiums; financial planning ($30k CEO; $15k others, with two-year split caps), executive physical reimbursement (up to $4k), outplacement (≤15% of base salary) | As an elected officer, Harris would be covered under plan terms. |
| Change-of-control | Equity acceleration provisions: RSRs accelerate upon qualifying termination post-CIC; RPSRs accelerate (generally at target) upon qualifying termination post-CIC | Applies under plan to equity held; individual grant details not disclosed. |
| Non-compete / Non-solicit | Not disclosed in proxy/CD&A | Not disclosed. |
| Clawback | Dodd-Frank clawback policy for covered officers | Covered as EVP. |
| Hedging/pledging | Prohibited for officers/directors | Reduces pledging/hedging red-flag risk. |
Performance & Track Record
- Compliance leadership: Publicly recognizes compliance excellence (Compass Award), positioning compliance outcomes as performance-related cultural drivers .
- Company outcomes under tenure: 2024 revenues $11.535B, OM 4.6%, segment OM 5.0%, net earnings $550M, EPS $13.96, FCF $40M; TSR (25.7)% in 2024; $368M returned via dividends and repurchases .
- Incentive metric alignment: Strategic leadership includes ESG, cybersecurity, and compliance as explicit AIP metrics (10% corporate weight), directly aligned with Harris’s remit .
Compensation Committee Analysis (Context)
- Pay-for-performance design, independent consultant (Exequity), transparent metrics, capped payouts, and application consistency across participants .
- Peer group calibration and updates for 2025 (adding General Dynamics, Northrop Grumman; removing BWX, Curtiss-Wright, Moog) to better align size/strategy (revenue ~50th percentile post-refresh) .
- Strong say-on-pay support: 96% approval in 2024 (five-year track record ~96–97%) .
Risk Indicators & Red Flags
- Mitigants: Clawback, prohibition on hedging/pledging, formula-based plans, long-term focus (3-year RPSR) .
- No employment agreements or CIC tax gross-ups (shareholder-friendly) .
- Pledging RED FLAG risk: Prohibited for officers/directors under Insider Trading Policy .
- Insider trading transparency: Company discloses 10b5-1 adoptions; no Harris-specific 10b5-1 plan disclosed in Q3 2025 10-Q table .
Equity Ownership & Principal Holders (Context)
- Individual Harris holdings not itemized in 2025 proxy tables; directors/NEOs individually listed; all directors and executive officers as a group hold 338,672 total (non-NEO officer subtotals not provided) .
- Ownership guidelines apply to Harris at 3× salary category as an elected officer reporting to CEO .
Investment Implications
- Incentive alignment: Harris’s remit (ESG, cybersecurity, compliance) is explicitly embedded in AIP metrics (strategic leadership), reinforcing accountability for non-financial performance drivers that impact contracting eligibility, risk management, and reputational capital .
- Retention and selling pressure: No Harris-specific Form 4 activity found; policy prohibits hedging/pledging; plan-level 3-year RPSR cliffs and RSR ratable vesting spread selling pressure over time and discourage short-termism . We attempted to fetch Harris’s insider transactions via the Insider-Trades skill but the data provider returned unauthorized; we cross-checked SEC filings and press releases and found no Harris-specific trading disclosures for 2024–2025 .
- Change-of-control economics: Acceleration mechanics and severance at 1.5× salary+bonus provide baseline retention economics without excessive CIC provisions or tax gross-ups (limits pay inflation risk and align with shareholder-friendly practices) .
- Governance confidence: Strong historical say-on-pay support (96% in 2024), updated peer group alignment, and robust clawback/trading policies suggest compensation risk is managed; however, 2024 TSR was negative, and OCF underperformed AIP target (0 points), indicating financial execution remains a focus area even as strategic leadership metrics scored highly .
Note on data coverage: Detailed base salary, bonus, grant values, vesting, and ownership breakdowns are disclosed for NEOs. Harris is an executive officer but not a 2024 NEO; therefore, his individual compensation and holdings are not itemized in the proxy. The sections herein reflect company-wide frameworks and policies that govern Harris’s role and incentives .