Stewart H. Holmes
Executive Vice President, Government and Customer Relations at 
HUNTINGTON INGALLS INDUSTRIES
HUNTINGTON INGALLS INDUSTRIESExecutive
About Stewart H. Holmes
Executive Vice President, Government and Customer Relations at HII since September 2021. Previously Senior Vice President (2017–2021) and Vice President (2015–2017) of Washington Operations at Textron; earlier served as staff director/minority clerk for the Senate Appropriations Subcommittee on Defense, staff member for the Senate Appropriations Committee, and aide to Senator Thad Cochran; U.S. Marine Corps service for more than two decades; education includes The Citadel and the Naval Postgraduate School . Company performance context for pay programs: 2024 revenues $11.5B, operating margin 4.6%, net earnings $550M, diluted EPS $13.96, and 2024 TSR of (25.7)% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HII | Executive Vice President, Government and Customer Relations | Since Sep 2021 | Leads enterprise government and customer relations, informs appropriations and policy engagement . |
| Textron Inc. | Senior Vice President, Washington Operations | Apr 2017–Sep 2021 | Led government affairs with legislative/executive branches and agencies; industry association engagement . |
| Textron Inc. | Vice President, Washington Operations | Jan 2015–Mar 2017 | Led lobbying efforts and Washington operations . |
| U.S. Senate Appropriations Subcommittee on Defense | Staff Director/Minority Clerk | Not disclosed | Directed appropriations process support and defense funding deliberations . |
| U.S. Senate Appropriations Committee | Staff Member | Not disclosed | Budget and appropriations staff work supporting defense and broader federal funding . |
| Office of Sen. Thad Cochran | Aide | Not disclosed | Legislative advisory and constituent engagement supporting appropriations priorities . |
| U.S. Marine Corps | Officer | >20 years | Military leadership; defense credentials underpin stakeholder credibility . |
External Roles
No public company directorships or external governance roles disclosed for Holmes .
Fixed Compensation
HII does not disclose Holmes’s specific base salary, target bonus, or realized incentive payouts (he is not a Named Executive Officer in 2024). Compensation structure for elected officers includes: base salary; annual incentive under the AIP; and long-term equity via Restricted Performance Stock Rights (RPSRs) and Restricted Stock Rights (RSRs). Perquisites include financial planning, executive physicals, personal liability insurance, and relocation benefits; broad-based retirement and supplemental plans are available, with ORAC/SEP design for officers not eligible for defined benefit plans .
Performance Compensation
| Program | Metric | Weighting | Target/Payout Mechanics | 2024/Latest Result |
|---|---|---|---|---|
| Annual Incentive Plan (Corporate) | Operating Margin (segment operating income ÷ revenues) | 45% | CPF formula capped at 200% | Corporate AIP total score 65 points (OM achieved 102 points contribution) . |
| Annual Incentive Plan (Corporate) | Operating Cash Flow (pre pension, capex, excess cash flow) | 45% | CPF formula capped at 200% | No points credited on OCF in 2024 (CPF financial portion 46 points total) . |
| Annual Incentive Plan (Corporate) | Strategic Leadership (Leadership, ESG, Cyber, Compliance) | 10% | CPF formula capped at 200% | 186 points on strategic leadership; 10% weight → 19 points . |
| Long-Term Incentive (2024 grants) | ROIC (Adjusted FCF ÷ Average Invested Capital) | 40% | 0–200% vesting based on 3-year performance; DEUs accrue, paid only if vested | In-progress (Jan 2024–Dec 2026) . |
| Long-Term Incentive (2024 grants) | EBITDAP | 40% | 0–200% vesting; peer-relative metric complements internal measures | In-progress (Jan 2024–Dec 2026) . |
| Long-Term Incentive (2024 grants) | Relative EBITDAP growth vs S&P A&D Select Index | 20% | Peer-relative performance determines portion of vesting | In-progress (Jan 2024–Dec 2026) . |
| Long-Term Incentive (2012–2022 plan) | 2022–2024 cycle payout | — | Committee-approved score based on EBITDAP, ROIC, Relative EBITDAP | Paid at 109% of target (issued Feb 24, 2025) . |
Equity Ownership & Alignment
- Stock ownership guidelines (multiples of base salary): CEO 7x; elected officers reporting to CEO 3x; other officers 1.5x; awards before 1/1/2024 subject to post-vesting holding requirements until the earlier of 3 years or separation due to death/disability; holding requirement eliminated for awards granted on/after 1/1/2024 .
- Policy bans hedging, pledging, and margin accounts for officers; no dividends or dividend equivalents paid on RPSRs/RSRs before vesting; DEUs accrue and pay only if the underlying award vests .
- Beneficial ownership: not enumerated for Holmes in 2025 proxy tables; a prior administrative late Form 4 (three days late) in 2021 reported an issuance of 3,043 shares of HII common stock to Holmes .
Employment Terms
- No individual employment or change-in-control agreements for executives; severance provided under The Severance Plan for Elected and Appointed Officers upon qualifying termination: lump sum 1.5× (base salary + target bonus), 18 months employer medical/dental premiums, financial planning reimbursement (up to $15,000; $30,000 for CEO) across termination year and following year, executive physical reimbursement up to $4,000 through year-end, and outplacement up to 15% of base salary within one year .
- Equity treatment on separation (RPSR/RSR): pro-rata or accelerated vesting upon death, disability, or retirement eligibility; double-trigger accelerated vesting for RPSR/RSR following qualifying termination in connection with change-in-control; payouts follow normal cycle timing for RPSRs .
- Clawback policy (Dodd-Frank): mandatory recovery of erroneously awarded incentive-based compensation received by covered officers within the three completed fiscal years before a restatement trigger; prior recoupment policy applies to earlier periods .
- Officers are elected annually by the Board per bylaws; the company’s bylaws and certificate of incorporation provide indemnification and advancement of expenses for directors and officers, subject to DGCL standards and undertakings; officer liability elimination to fullest extent permitted by Delaware law was approved by stockholders in 2025 .
Compensation Peer Group and Say‑on‑Pay
| Item | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Say‑on‑pay “FOR” votes (% of votes cast) | 97% | 97% | 97% | 97% | 96% |
| Peer group changes effective 2025 | — | — | — | — | Added: Cognizant, General Dynamics, Northrop Grumman; Removed: BWX, Curtiss‑Wright, Moog |
2024 Company Performance Snapshot (for compensation alignment)
| Metric | FY 2024 |
|---|---|
| Contract Awards ($MM) | 12,127 |
| Revenues ($MM) | 11,535 |
| Operating Income ($MM) | 535 |
| Operating Margin (%) | 4.6% |
| Segment Operating Income ($MM) | 573 |
| Segment Operating Margin (%) | 5.0% |
| Net Earnings ($MM) | 550 |
| Diluted EPS ($) | 13.96 |
| Net Cash from Operating Activities ($MM) | 393 |
| Free Cash Flow ($MM) | 40 |
| 1‑Year TSR (%) | (25.7)% |
| Cash Returned to Stockholders ($MM) | 368 |
Investment Implications
- Pay-for-performance design and governance: Corporate AIP tied 90% to OM/OCF and 10% to strategic leadership; 3‑year LTI metrics include ROIC, EBITDAP and peer-relative EBITDAP growth with 0–200% payout caps; strong say‑on‑pay support (96–97% over five years) and explicit clawback policy reduce agency risk .
- Retention and selling pressure: Severance economics (1.5× salary+target bonus, benefits, outplacement) and double‑trigger equity acceleration mitigate retention risk; RSRs vest ratably over three years and RPSRs cliff‑vest on 3‑year cycles, creating scheduled supply but hedging/pledging bans and holding requirements (for pre‑2024 awards) temper forced selling signals .
- Alignment and red flags: Ownership guidelines (3× salary for direct reports to CEO) and no CiC/tax gross‑ups support alignment; minor historical compliance flag (late Form 4 in 2021) noted; 2024 TSR decline emphasizes the importance of multi‑year LTI metrics weighting (2022–2024 RPSRs paid at 109%) to balance volatility .