Tracy B. McKibben
HUNTINGTON INGALLS INDUSTRIESAbout Tracy B. McKibben
Independent director of HII since December 2018 (age 55). Founder and CEO of MAC Energy Group companies since 2010, with prior roles as Managing Director and Head of Environmental Banking Strategy at Citicorp Global Markets (2007–2009), senior economic policy roles at the White House National Security Council (2003–2007), and advisory positions at the U.S. Department of Commerce; earlier practiced law at Akin Gump. Strategic strengths include investment strategy/M&A, corporate governance, compliance/legal/regulatory, and military/government relations. Committees: Cybersecurity and Governance & Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAC Energy Group companies | Founder & Chief Executive Officer | 2010–present | International energy and environmental technology investing |
| Citicorp Global Markets | Managing Director & Head of Environmental Banking Strategy | Sep 2007–Aug 2009 | Built environmental banking strategy |
| White House National Security Council | Director of European Economic Affairs & EU Relations; Acting Senior Director for European Affairs | Jul 2003–Aug 2007 | Senior policy leadership on European economic/security affairs |
| U.S. Department of Commerce | Senior advisory roles | Not disclosed (prior to NSC) | Senior policy advisory positions |
| Akin, Gump, Strauss & Feld LLP | Attorney | Not disclosed | Legal practice experience |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Ecolab Inc. (public) | Director | Governance; Compensation & Human Capital Management | Current |
| United Services Automobile Association (USAA) | Director | Membership & Technology; Risk & Compliance | Current |
| National Kidney Foundation | Director | Not disclosed | Current |
| West Virginia State University | Board of Governors | Not disclosed | Current |
| Council on Foreign Relations | Life member | Membership Committee | Current |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Ms. McKibben is independent .
- Attendance: Board held 6 meetings in 2024; each director attended ≥75% of Board/committee meetings and all attended the 2024 annual meeting .
- Committees: Cybersecurity (focus on enterprise cybersecurity strategy, incident response, vendor posture, AI cybersecurity oversight) and Governance & Policy (board composition, governance documents, related person transactions oversight, sustainability policies) .
- Leadership: Independent, non-executive Chairman; regular executive sessions of independent directors at each regular Board meeting in 2024 .
| Assignment | Role | 2024 Meetings Held | Notable Oversight Scope |
|---|---|---|---|
| Cybersecurity Committee | Member | 5 | Cyber strategy, incident response tabletop exercises, vendor risk posture, AI-related cybersecurity |
| Governance & Policy Committee | Member | 5 | Director nominations, governance policies, related person transactions review, sustainability (non-human capital/energy) |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 120,000 | Paid quarterly in arrears |
| Committee Member Retainer — Cybersecurity | 7,500 | Paid quarterly |
| Committee Member Retainer — Governance & Policy | 7,500 | Paid quarterly |
| Total Fees Earned or Paid in Cash (McKibben) | 135,000 | Sum of cash + committee retainers |
Policy highlights:
- Directors may elect to receive cash retainers as stock units; dividend equivalents accrue on unpaid stock units; hedging/pledging prohibited .
Performance Compensation
Directors receive time-based equity; no director-specific performance metrics are disclosed. Equity is granted as stock units or shares.
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| Quarterly Equity Grant Value ($) | 41,250 | 41,250 | 41,250 | 41,250 |
| 2024 Director Equity Award Summary | Value ($) |
|---|---|
| Annual Equity Grant Target | 165,000 |
| McKibben Stock Awards (grant-date fair value, 2024) | 164,459 |
Notes:
- Annual equity issued as deferred stock units or common shares at director election; quarterly grants equal $41,250 divided by closing price on grant date (rounded down to whole unit/share) .
- Stock units generally payable upon termination from the Board unless alternative election criteria (≥5x cash retainer ownership) are met .
Other Directorships & Interlocks
| External Board | Potential Interlock Relevance to HII | Committee Roles |
|---|---|---|
| Ecolab Inc. | Chemicals/water solutions; no specific HII transaction disclosed in proxy | Governance; Compensation & HCM |
| USAA | Financial services; customer/supplier linkage to HII not disclosed | Membership & Technology; Risk & Compliance |
| National Kidney Foundation | Non-profit | Not disclosed |
| West Virginia State University | Public education governance | Not disclosed |
| Council on Foreign Relations | Policy network; not a corporate board | Membership Committee |
Related person transactions oversight:
- Governance & Policy Committee administers a written policy for related person transactions ≥$100,000; reviews terms, materiality, conflicts, and best interests before Board approval/ratification .
Expertise & Qualifications
- International energy and environmental technology expert: alternative/renewable energy, green technology, water, energy efficiency, sustainability management .
- Investment strategy, corporate development, and M&A; corporate governance; compliance/legal/regulatory; military and government relations .
Equity Ownership
| As of Feb 28, 2025 | Shares of Common Stock | Share Equivalents (Deferred Stock Units) | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Tracy B. McKibben | — | 4,682 | 4,682 | 0.0119% (4,682 / 39,235,568) |
- Outstanding HII common shares: 39,235,568; none of the named persons exceed 1% ownership .
- Policy prohibits hedging/pledging/margin holding of company securities .
Governance Assessment
- Board effectiveness: Independent status, active committee work (cybersecurity and governance), and documented attendance support engagement and oversight quality .
- Compensation alignment: Director pay structure approximates market median, combining cash retainers and equity to promote long-term alignment; no meeting fees or guaranteed bonuses; flexible deferral elections with robust trading/hedging prohibitions .
- Signals to investor confidence: Strong say-on-pay support for executives (96% in 2024; 97% in prior four years) indicates effective Compensation Committee oversight and shareholder alignment culture .
- Related-party exposure: No specific related person transactions involving Ms. McKibben are disclosed; oversight process exists and is administered by Governance & Policy Committee .
RED FLAGS
- None observed in proxy: independence affirmed ; attendance expectations met ; hedging/pledging prohibited . Monitor potential interlock risk if any material HII–Ecolab transactions arise in future; governance policy requires review/approval for related person transactions ≥$100,000 .