Todd R. Borkey
HUNTINGTON INGALLS INDUSTRIESAbout Todd R. Borkey
Executive Vice President and Chief Technology Officer (CTO) at HII; promoted to corporate EVP & CTO in September 2022 after serving as CTO of HII’s Mission Technologies division since 2021. He holds a master’s degree in engineering management from Stevens Institute of Technology and a bachelor’s degree in applied mathematics; prior roles include CTO positions at Alion Science and Technology, Thales Defense and Security, and DRS Defense Solutions, with earlier engineering roles at Northrop Grumman and AT&T Bell Labs . Company performance during his tenure: HII revenues rose from $10.676B (2022) to $11.535B (2024), net earnings were $579M (2022) and $550M (2024), diluted EPS was $14.44 (2022) and $13.96 (2024); total stockholder return (TSR) in 2024 was -25.7% .
HII financial performance (context for incentive metrics)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Sales and service revenues ($USD Millions) | $10,676 | $11,454 | $11,535 |
| Net earnings ($USD Millions) | $579 | $681 | $550 |
| Diluted EPS ($USD) | $14.44 | $17.07 | $13.96 |
| TSR (one-year) | — | — | -25.7% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HII Mission Technologies | Chief Technology Officer | 2021–2022 (promoted to corporate CTO Sept 2022) | Led technology strategy including AI/ML, C5ISR, cyber/EW; advanced R&D and integration across divisions |
| Alion Science and Technology | Chief Technology Officer | Not disclosed | Directed technical roadmap for RF communications, C5ISR, sensors, radars/sonars, cyber/EW |
| Thales Defense and Security | Chief Technology Officer | Not disclosed | Oversaw product technology strategy across defense solutions |
| DRS Defense Solutions | Chief Technology Officer | Not disclosed | Led program operations and technology for EW/C5ISR portfolios |
| Northrop Grumman | Engineering/management roles | Not disclosed | Engineering and management assignments in defense programs |
| AT&T Bell Labs | Engineering roles | Not disclosed | Early-career technical roles building core engineering foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ExecutiveBiz (profile) | Featured CTO interview | 2022 | Public thought leadership on AI/ML, LVC training, and all-domain force technology priorities |
Fixed Compensation
- Base salary and target bonus for Borkey are not individually disclosed (only Named Executive Officers are detailed); HII’s program comprises base salary, annual incentive awards under the AIP, and long-term equity-based awards (Restricted Performance Stock Rights “RPSRs” and Restricted Stock Rights “RSRs”) .
- Annual incentive awards for corporate executives are formulaic: Operating Margin (OM) and Operating Cash Flow (OCF) (combined 90% weight) plus strategic leadership (10% weight), with payout caps at 200% of target; Individual Performance Factor ranges 0–1.5 .
- Long-term awards are granted annually; RPSRs vest based on three-year performance metrics and can pay 0–200%; RSRs are time-based with graded vesting over three years .
Performance Compensation
Annual Incentive Plan (AIP) – Corporate metrics (2024 outcome context)
| Metric | Weight | Target (100%) | Actual/Outcome | Payout factor | Vesting/Payment |
|---|---|---|---|---|---|
| Operating Margin (OM) | 45% | 6.61% | 102 points earned (≈102% of target) | 102% of weight (46 points) | Cash, post-year per AIP |
| Operating Cash Flow (OCF) | 45% | $1,527M | Not met (0 points) | 0% of weight | Cash, post-year |
| Strategic leadership | 10% | 100 points | 186 points (≈186%) | 19 points | Cash, post-year |
| Total Corporate Performance Factor (CPF) | — | — | 65 | 65% of target | Cash |
Note: Borkey’s personal AIP payout is not disclosed; table provides company-level 2024 outcomes and structure used for corporate executives .
Long-Term Incentive (RPSR) – 2022–2024 cycle (company outcome)
| Metric | Weight | 0% | 100% | 200% | Actual (Adjusted) | Score |
|---|---|---|---|---|---|---|
| EBITDAP ($M) | 40% | 3,425 | 3,605 | 3,785 | 3,852 | 200 (→ 80 CPF points) |
| ROIC (%) | 40% | 47.11 | 50.43 | 53.74 | 49.02 | 58 (→ 23 CPF points) |
| Relative EBITDAP (%) vs S&P A&D Select Index | 20% | 25.00 | 55.00 | 75.00 | 31.00 | 30 (→ 6 CPF points) |
| Total LTIP score (payout) | — | — | — | — | — | 109% of target |
RPSR vesting: cliff after 3-year performance period; 2025 grants cliff vest December 31, 2027; RSRs vest 33⅓% annually over three years; retention RSRs cliff vest one to two years from grant .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 4,874 shares following a Feb 24, 2025 transaction (Form 4); transaction included 1,123 shares withheld for taxes upon RS vest |
| Ownership as % of outstanding | ~0.012% (4,874 / 39,235,568 shares outstanding as of Feb 28, 2025) |
| Insider selling pressure | No reported open-market sales; recent activity comprised tax-withholding on vesting and grants/awards (Feb 2025) |
| Pledging/hedging | Prohibited for officers and directors by HII’s Insider Trading Policy |
| Ownership guidelines | Executives reporting to CEO must hold 3× base salary; other officers 1.5×; CEO 7×; holding requirements applied to awards granted before Jan 1, 2024 (hold ≥50% of shares for 3 years) and were eliminated for grants on/after Jan 1, 2024 |
| Compliance status | Individual compliance for Borkey not disclosed (company tracks NEOs publicly) |
Employment Terms
- Employment agreements: HII has no employment agreements for executives; executives are “at will” .
- Severance: Under the Severance Plan for Elected and Appointed Officers, qualifying termination provides lump sum cash of 1.5× (base salary + target bonus), 18 months medical/dental premiums, financial planning reimbursement (up to $15,000; $30,000 for CEO), executive physical reimbursement (up to $4,000), and outplacement (up to 15% of base salary) .
- Change-in-control: No individual CIC agreements or tax gross-ups; equity plans allow potential accelerated vesting for holders of equity awards in limited CIC-related circumstances (generally double-trigger tied to qualifying termination) .
- Clawback: Dodd-Frank compensation recovery policy to recoup erroneously awarded incentive compensation from certain current/former execs and VPs .
- Non-compete/non-solicit: Not disclosed in proxy materials.
Performance & Track Record (role-linked context)
- Mission Technologies achieved record revenue of $2.9B in 2024 (+8.8% YoY), with improved segment operating income to $116M (3.9% margin), driven by CEW&S and C5ISR volume/performance—core areas under CTO purview .
- Company-wide AIP 2024 corporate CPF was 65%, reflecting OM over target, OCF under target, and strong strategic leadership metrics; LTIP 2022–2024 paid 109% of target .
- Company 2024 TSR was -25.7%, with $368M returned to shareholders via dividends and buybacks .
Compensation Committee & Benchmarking (program governance)
- Committee composition, independence, and best practices (independent consultant, benchmarking, risk assessment, clawback) are detailed; say‑on‑pay approval 96% in 2024 .
- 2025 peer group changes: BWX, Curtiss‑Wright, and Moog removed; Cognizant, General Dynamics, and Northrop Grumman added; relative revenue positioning moved from the 70th to the 50th percentile of the group .
Fixed Compensation
| Element | Structure | Notes |
|---|---|---|
| Base salary | Competitive, market‑aligned; reviewed annually | Borkey’s base salary not separately disclosed |
| AIP target bonus | % of base salary; corporate/division metric mixes; payout capped at 200% | Corporate metrics: OM, OCF, strategic leadership |
| LTI | Mix of RPSRs (3‑yr performance) and RSRs (3‑yr time‑based) | 2022–2024 payout 109% (company) |
Performance Compensation
| Plan/Grant | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AIP 2024 (corporate) | OM | 45% | 6.61% | 102 points | 102% on weight | Cash post‑year |
| AIP 2024 (corporate) | OCF | 45% | $1,527M | 0 points | 0% on weight | Cash |
| AIP 2024 (corporate) | Strategic | 10% | 100 points | 186 points | 186% on weight | Cash |
| RPSR 2022–2024 | EBITDAP | 40% | $3,605M | $3,852M | 200% | Cliff at 3 years |
| RPSR 2022–2024 | ROIC | 40% | 50.43% | 49.02% | 58% | Cliff |
| RPSR 2022–2024 | Relative EBITDAP | 20% | 55% | 31% | 30% | Cliff |
| 2025 grants | RPSRs | — | — | — | — | Cliff vest Dec 31, 2027 |
| 2025 grants | RSRs (compensation) | — | — | — | — | 33⅓% annually over 3 years |
Investment Implications
- Alignment: Strong governance (no CIC agreements, no hedging/pledging, clawback), stock ownership guidelines (3× salary for executives reporting to CEO) and pre‑2024 holding requirements support alignment; however, Borkey’s individual compliance level is not disclosed .
- Retention risk: Severance plan economics (1.5× salary+target bonus, benefits/outplacement) and multi‑year LTI cliff vesting reduce near‑term attrition incentives; vesting cadence for RSRs further smooths retention .
- Selling pressure: Recent insider activity shows tax‑withholding on vesting and grants rather than open‑market selling, indicating limited discretionary selling pressure; monitor future plans/Forms 4 .
- Execution risk: 2024 corporate CPF of 65% and negative TSR underscore near‑term performance challenges; Mission Technologies growth (record $2.9B revenue) suggests technology execution remains a potential value creation lever under CTO leadership .
- Trading signals: Watch quarterly disclosures for (a) new 10b5‑1 plans by officers, (b) LTI grant sizing versus historical company-wide grant patterns, (c) Mission Technologies backlog growth in CEW&S/C5ISR segments tied to AI/ML initiatives .
Note: Individual compensation details (base salary, target/actual bonus, specific award sizes) for Todd R. Borkey are not separately disclosed in proxy filings; analysis relies on company-level program design and officer-wide policies, plus Borkey’s Form 4 activity for ownership and vesting insights .