Stephen R. Powell
HUNTINGTON INGALLS INDUSTRIESAbout Stephen R. Powell
Stephen R. Powell is Corporate Vice President and Treasurer of Huntington Ingalls Industries (HII), appointed in January 2025; he previously served as Corporate Director and Assistant Treasurer (2011–2024), and before that led treasury, overhead, and capital planning at Northrop Grumman Shipbuilding (2001–2011). He is 60 years old and part of HII’s executive officer cohort as of February 6, 2025 . Company context during his tenure includes 2024 consolidated revenues of $11.535B, operating income of $535M, net earnings of $550M, diluted EPS of $13.96, and free cash flow of $40M; HII returned $368M to shareholders and posted 2024 total shareholder return (TSR) of -25.7% . HII’s long-term incentive plan measured ROIC, EBITDAP and relative EBITDAP growth over 2022–2024 and paid out at 109% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HII | Corporate Vice President & Treasurer | 2025–present | Corporate treasury leadership (capital structure, liquidity, funding) |
| HII | Corporate Director & Assistant Treasurer | 2011–2024 | Assistant Treasurer oversight within corporate finance |
| Northrop Grumman Shipbuilding | Treasury, overhead & capital planning | 2001–2011 | Led treasury, overhead, capital planning for shipbuilding operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed for Powell in HII filings |
Fixed Compensation
- HII’s executive pay framework: base salary, annual incentive awards under the AIP, and long-term equity awards under the 2022 Long-Term Incentive Stock Plan; individual compensation amounts for Powell are not disclosed (Powell is not a named executive officer) .
- Compensation governance: pay-for-performance philosophy, independent Compensation Committee, independent consultant, targeted external benchmarking, and strong say-on-pay support (96% approval in 2024) .
Performance Compensation
Annual Incentive Plan (AIP) Design (Corporate office example)
| Metric | Weight | 0% Threshold | 100% Target | 200% Max | Actual | Points | Notes |
|---|---|---|---|---|---|---|---|
| Operating Margin (OM) | 45% | 5.60% | 6.61% | 7.03% | 662.00 (company scoring unit) | 102 | Segment OM definition provided by HII |
| Operating Cash Flow (OCF) | 45% | $1,233M | $1,527M | $1,620M | — | 0 | OCF per HII’s AIP definition |
| Strategic Leadership (ESG, leadership, cybersecurity, compliance) | 10% | 0 | 100 | 200 | 186 | 19 | Corporate strategic score |
| Total Corporate Performance Factor (CPF) | — | — | — | — | — | 65 | Corporate AIP score for 2024 |
Note: The table reflects the corporate AIP results used for Messrs. Kastner, Stiehle, and Boudreaux; Powell’s specific AIP metrics/score are not disclosed .
Long-Term Incentive Plan (LTIP) Metrics (2024–2026 cycle design)
| Metric | Weight | Rationale | Calculation |
|---|---|---|---|
| ROIC | 40% | Cash efficiency and return discipline | Adjusted FCF / Average Invested Capital |
| EBITDAP | 40% | Core performance indicator | Net earnings + interest + taxes + depreciation + amortization − net pension/post-retirement expense |
| Relative EBITDAP Growth (vs. S&P A&D Select) | 20% | Relative outperformance lens | HII EBITDAP growth vs. SPSIAD index |
| Vesting/Payout | — | Aligns with shareholder value creation | 0–200% shares based on 3-year performance; RPSRs vest post period; RSRs vest ratably over 3 years |
LTIP Results (2022–2024 cycle payout)
| Metric | 0% | 100% | 200% | Actual | Score | Weight | Contribution |
|---|---|---|---|---|---|---|---|
| EBITDAP ($M) | 3,425 | 3,605 | 3,785 | 3,852 | 200 | 40% | 80 |
| ROIC (%) | 47.11 | 50.43 | 53.74 | 49.02 | 58 | 40% | 23 |
| Relative EBITDAP (%) | 25.00 | 55.00 | 75.00 | 31.00 | 30 | 20% | 6 |
| Total LTIP Score | — | — | — | — | — | — | 109% payout |
Equity Ownership & Alignment
- Stock ownership guidelines: 7x salary for CEO; 3x salary for elected officers reporting to the CEO; 1.5x salary for other officers; the Committee monitors compliance annually .
- Stock holding requirement: For awards before Jan 1, 2024, officers must hold at least 50% of shares received for three years (continues one year post-separation for awards vesting in that period); the holding requirement was eliminated for equity awards granted on/after Jan 1, 2024 .
- Hedging/pledging: Officers are prohibited from speculative transactions, hedging, short sales, margin accounts, or pledging HII stock; trading is subject to pre-clearance windows under the Insider Trading Policy .
- Clawback: Dodd-Frank Compensation Recovery Policy requires recovery of erroneously awarded incentive-based compensation from covered officers/vice presidents for the three prior fiscal years in case of restatement; prior recoupment policy remains for pre–Oct 2, 2023 compensation .
Employment Terms
- No employment agreements: HII discloses that executives have no employment agreements and no change-in-control agreements or tax gross-ups; CIC treatment is via plan terms only .
- Severance plan (elected & appointed officers): Lump-sum 1.5x base salary + target bonus; employer portion medical/dental premiums for 18 months; executive physical up to $4,000; financial planning reimbursement up to $30,000 for CEO and $15,000 for other officers in year of and year following termination; outplacement up to 15% of base salary, subject to release .
- Equity acceleration: RPSRs prorated/accelerated upon retirement, death, or disability; RSRs accelerate upon death or disability; CIC followed by qualifying termination accelerates unvested RPSRs and RSRs per plan terms .
Performance Compensation (Program Structure Overview)
| Element | Design | Vesting / Payment | Notes |
|---|---|---|---|
| AIP (Annual cash) | Corporate/division OM, OCF and strategic/operational metrics; capped at 200% of target | Paid after year-end upon Committee approval | Targets vary by role; corporate vs. division weighting |
| RPSRs (Performance stock) | 3-year performance on ROIC, EBITDAP, relative EBITDAP | 0–200% payout; paid in stock or cash equiv. after cycle | Dividend equivalents accrue and vest pro rata |
| RSRs (Time-based stock) | 3-year graded vesting (1/3 per year) | Ratably over 3 years | Holding requirement applies to pre-2024 awards |
Note: Specific grant sizes, targets, and payouts for Powell are not disclosed; table reflects program mechanics applicable to HII officers .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay support: 96% (2024), 97% (2023–2020), indicating strong shareholder endorsement of pay practices .
- Peer group for 2024: 16 companies across defense, heavy manufacturing, engineering (e.g., BAH, LHX, Textron, TransDigm); for 2025, BWX, Curtiss‑Wright, Moog removed; Cognizant, General Dynamics, Northrop Grumman added to position HII near the 50th percentile of peer revenues .
Risk Indicators & Red Flags
- Positive safeguards: No employment/CIC agreements; formal clawback; prohibitions on hedging/pledging/margin; risk-assessed compensation programs with capped payouts and long-term focus .
- 2024 TSR: -25.7%, reflecting sector and company-specific headwinds; reinforces the importance of OM/OCF discipline embedded in incentives .
- Section 16 timing: Company disclosed delayed reporting in 2024 for certain officers’ February 26, 2024 equity acquisitions and a CEO Form 5; no specific disclosure related to Powell .
Investment Implications
- Alignment: Treasurer role embedded in policies requiring meaningful stock ownership (3x salary for officers reporting to CEO) and robust clawback/anti-hedging/anti-pledging, aligning incentives with capital discipline and shareholder outcomes .
- Retention: Absence of employment/CIC agreements suggests moderate retention risk mitigated by a standardized officer severance program and equity participation; this structure supports management flexibility while preserving continuity .
- Selling pressure: Historic 50% holding requirement on pre‑2024 awards dampened near‑term selling; elimination for awards granted in 2024+ increases share liquidity for officers, though anti‑hedging/pledging restrictions remain a counterbalance .
- Performance linkage: Company AIP/LTIP focus on OM, OCF, ROIC, EBITDAP fosters cash generation and execution discipline—key levers for a Treasurer to influence capital allocation effectiveness amid variable TSR outcomes .
Data coverage note: HII does not disclose Stephen R. Powell’s individual compensation, ownership totals, or specific AIP targets/payouts in the 2025 proxy/10‑K; program structures and company performance are shown to assess alignment and incentives .