Stephanie L. O’Sullivan
HUNTINGTON INGALLS INDUSTRIESAbout Stephanie L. O’Sullivan
Stephanie L. O’Sullivan, age 65, is an independent director of Huntington Ingalls Industries (HII) since January 2021. She previously served as the Principal Deputy Director of the Office of the Director of National Intelligence (Feb 2011–Jan 2017) and as Associate Deputy Director of the CIA (Dec 2009–Feb 2011), with extensive leadership in the CIA’s Directorate of Science & Technology deploying innovative technologies for intelligence collection and analysis . At HII, she chairs the Board’s Cybersecurity Committee and serves on the Finance Committee, bringing deep national security, cyber risk, and advanced technology oversight experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Director of National Intelligence | Principal Deputy Director | Feb 2011–Jan 2017 | Managed day‑to‑day operations of the intelligence community . |
| Central Intelligence Agency | Associate Deputy Director | Dec 2009–Feb 2011 | Senior leadership; prior DS&T management roles deploying innovative technology for intel collection/analysis . |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Centrus Energy Corp. | Director | Current | Public company; nuclear energy; O’Sullivan is a director . |
| Battelle Memorial Institute | Director | Current | Research institute; O’Sullivan serves on board . |
| HRL Laboratories | Director | Current | Formerly Hughes Research Laboratories . |
| Accenture Federal Services (proxy board) | Director | Current | Proxy board service for AFS . |
| IQT (In‑Q‑Tel) | Board of Trustees | Current | Technology investor for national security . |
| The Aerospace Corporation | Director | Prior | Prior board service . |
| CIA Officers Memorial Fund | Director | Prior | Prior board service . |
| Advisory Boards: Google, Adobe, Oak Ridge NL, Noblis, Peraton, Booz Allen | Advisor | Prior | Various advisory roles . |
| Georgetown CSET | Adjunct Faculty | Prior/ongoing support | Academic engagement in security and emerging tech . |
| National Academy of Engineering | Member | Elected 2019 | Elected to NAE . |
Board Governance
- Committee assignments: Chair, Cybersecurity Committee; Member, Finance Committee .
- Independence: The Board determined all directors other than the CEO are independent; O’Sullivan is independent under NYSE and HII guidelines .
- Attendance and engagement: In 2024 the Board held six meetings; Audit (7), Compensation (5), Cybersecurity (5), Governance & Policy (5), Finance (5). Each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting; independent directors held executive sessions at all five regular Board meetings .
- Cybersecurity oversight scope: The Cybersecurity Committee (formed in 2019) oversees enterprise cybersecurity strategy, investments, incident response readiness (including tabletop exercises), vendor/third‑party posture, and AI‑related cybersecurity consistent with ethical/legal use; O’Sullivan chairs this committee .
- Risk oversight: Board and committees oversee ERM; Governance & Policy allocates Tier‑1 risk briefings and monitors risk‑oversight processes .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 120,000 | Non‑employee director cash retainer. |
| Committee Chair Retainer – Cybersecurity | 20,000 | O’Sullivan chairs Cybersecurity. |
| Committee Member Retainer – Finance | 7,500 | O’Sullivan is a Finance member. |
| Annual Equity Grant (Deferred Stock Units or Common Shares) | 165,000 | Paid quarterly; units/shares valued at $41,250 per quarter at closing price . |
| 2024 Actual Fees Earned (Cash/Deferred) | 147,500 | O’Sullivan’s 2024 cash/fee total. |
| 2024 Stock Awards (Grant‑date fair value) | 164,459 | DSUs; FASB ASC 718 value. |
| 2024 Total Director Compensation | 311,959 | Sum of fees and stock awards. |
Program features:
- Directors may elect to receive cash retainers in stock units payable upon termination of service; equity may be DSUs or common shares subject to elections and ownership thresholds .
- Dividend equivalents accrue on outstanding/unpaid stock units and are paid only upon vesting/payment .
- Policy prohibits hedging, short sales, derivatives, margin accounts, or pledging HII securities by directors .
Performance Compensation
- Not applicable: HII’s director pay structure comprises retainers and time‑based equity for alignment; no disclosed performance‑conditioned metrics for directors (performance metrics apply to executives via AIP/LTIP) .
Other Directorships & Interlocks
- Public company interlocks: O’Sullivan (Centrus Energy) and HII Chairman Admiral Donald (also Centrus Energy director) share a board at Centrus, creating a network interlock that can facilitate information flow; no related‑party transactions disclosed between HII and Centrus .
- Supplier governance context: While O’Sullivan’s current boards include Battelle and HRL, HII disclosed that Admiral Donald serves on proxy boards of Rolls‑Royce North America and Sauer Compressors USA (suppliers to HII); Governance & Policy Committee oversees related‑party transactions screening and approval .
Expertise & Qualifications
- Strategic strengths: Chief executive leadership/strategy, technical services leadership, military and government relations, corporate governance, aerospace & defense industry knowledge, advanced technology/innovation, cyber and IT risk management .
- Qualifications emphasize command, control, and intelligence experience; elected to National Academy of Engineering (2019) .
Equity Ownership
| Holder | Common Shares | Share Equivalents (DSUs) | Total | Notes |
|---|---|---|---|---|
| Stephanie L. O’Sullivan | 0 | 3,156 | 3,156 | DSUs are non‑voting and payable in common stock (or cash/combination) upon departure from the Board . |
Additional context:
- As of Dec 31, 2024, O’Sullivan held 2,937 total deferred stock units, reflecting grant and dividend equivalents; the Feb 28, 2025 beneficial ownership table shows 3,156 DSUs, indicating subsequent accruals/grants .
- Director stock ownership program permits election of equity forms when a director owns common shares valued at least 5× the annual cash retainer; DSU elections and deferrals are available regardless, with dividends paid only upon vesting/payment .
Governance Assessment
- Board effectiveness: O’Sullivan’s chair role on the Cybersecurity Committee aligns with HII’s material exposure to defense program cyber risks and third‑party cyber posture; committee responsibilities explicitly include AI‑related cybersecurity oversight, enhancing investor confidence in risk governance .
- Independence & attendance: Independent status and ≥75% meeting attendance with participation in executive sessions support oversight quality and accountability .
- Ownership alignment: While she holds DSUs and no reported common shares, HII’s director compensation is heavily equity‑linked (quarterly DSUs/common shares) and subject to anti‑hedging/pledging restrictions, partially mitigating alignment concerns despite the absence of direct share ownership .
- Conflicts/related‑party exposure: No related‑person transactions disclosed for O’Sullivan; Governance & Policy Committee pre‑screens and monitors related parties; current interlocks (e.g., Centrus) are network‑based without disclosed transactions, and HII maintains robust policies on conflicts and recusal .
- RED FLAGS: None disclosed specific to O’Sullivan. No hedging/pledging permitted; no delinquent Section 16 filings noted for her, and no disclosed related‑party transactions. Potential attention point is zero common share ownership; however, DSUs and anti‑hedging policy provide alignment mechanisms .