Victoria D. Harker
HUNTINGTON INGALLS INDUSTRIESAbout Victoria D. Harker
Victoria D. Harker is an independent director of HII, serving since August 2012; she is age 60. She was EVP & CFO of TEGNA Inc. (2015–2023), CFO of Gannett Co., Inc. (2012–2015), CFO of The AES Corporation (2006–2012) and President of AES Global Business Services (2011–2012), and held senior finance roles at MCI/Worldcom (1998–2006). Her board biography highlights deep finance, governance, and risk oversight experience suited to compensation and finance committee leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TEGNA Inc. | EVP & CFO | 2015–2023 | Senior finance leadership, public company reporting and capital allocation |
| Gannett Co., Inc. | CFO | 2012–2015 | Transformation and spin dynamics (Gannett/TEGNA separation) |
| The AES Corporation | CFO; President, Global Business Services | 2006–2012; 2011–2012 | Global finance, operations, risk management |
| MCI/Worldcom (MCI Group; MCI, Inc.) | CFO (MCI Group); Acting CFO & Treasurer (MCI, Inc.) | 1998–2002; 2002–2006 | Crisis finance and treasury leadership through restructuring |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Philip Morris International, Inc. | Director | Current | Audit and Risk Committee member |
| Xylem, Inc. | Director | Current | Audit Committee Chair; Nominating & Governance Committee member |
| Stride, Inc. | Director | 2020–2022 | — |
| Darden Restaurants, Inc. | Director | 2009–2014 | — |
| State Council of Higher Education for Virginia | Vice Chair | Current | Public policy/education oversight |
| University of Virginia Health System Board | Member | Current | — |
| American University Advisory Council | Member | Current | — |
| University of Virginia Board of Visitors | Member | Prior | — |
Board Governance
- Committee assignments: Compensation Committee Chair; Finance Committee member. The Compensation Committee is comprised of independent directors; Harker chairs alongside Kirkland Donald, Frank Jimenez, and Anastasia Kelly. Finance Committee members include Thomas Schievelbein (Chair), Leo Denault, Craig Faller, Victoria Harker, and Stephanie O’Sullivan.
- Independence: Board determined all directors other than the CEO (Kastner) are independent under NYSE and company guidelines; Compensation and Audit committee members meet enhanced independence standards.
- Attendance and engagement: In 2024, the Board held six meetings; committees held 7 (Audit), 5 (Compensation), 5 (Cybersecurity), 5 (Governance & Policy), and 5 (Finance). Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting. Independent directors met in executive session at all five regular Board meetings in 2024.
- Oversight and reporting: Harker signed the Compensation Committee Report recommending inclusion of the CD&A in the proxy and 10-K, evidencing active oversight.
Fixed Compensation
| Component | 2024 Program Terms | Ms. Harker 2024 Amount ($) |
|---|---|---|
| Annual Cash Retainer | $120,000; paid quarterly | $120,000 (included in cash total) |
| Committee Chair Retainer (Compensation) | $20,000 | $20,000 |
| Committee Member Retainer (Finance) | $7,500 | $7,500 |
| Non-Executive Chairman Retainer | $250,000 (if applicable) | — |
| Meeting Fees | None disclosed (retainer-based structure) | — |
| Total Cash Fees Earned | Sum of retainers | $147,500 |
- Director equity program: Annual equity grant $165,000, issued quarterly as deferred stock units (DSUs) or, at director election and subject to ownership threshold, shares; units determined as $41,250 divided by grant date close, rounded down.
- Ms. Harker’s grant-date fair value of equity awarded in 2024: $164,459.
Performance Compensation
Directors do not receive performance-based pay; however, as Compensation Committee Chair, Harker oversees NEO (executive) incentive design and outcomes.
- Annual Incentive Plan (AIP) – Corporate NEOs metrics and formula: Operating Margin (OM) and Operating Cash Flow (OCF) at 90% combined weight; Strategic Leadership (ESG, cybersecurity, compliance, leadership) at 10%. CPF capped at 200%; IPF ranges 0–1.5.
- Divisional AIP frameworks (Newport News; Mission Technologies) combine Operational, Financial (Revenue/EBITDA/OCF or OM/OCF), SOM and Strategic Leadership metrics with specified weightings; 2025 updates remove certain D&I operational metrics consistent with legal requirements.
- Clawback: Dodd‑Frank Compensation Recovery Policy implemented in Oct 2023 requires recovery of erroneously awarded incentive‑based compensation for covered executives upon restatement triggers; prior recoupment policy applies to earlier awards.
| Long-Term Incentive Plan (RPSRs) Metrics | Weight | Calculation | Rationale |
|---|---|---|---|
| ROIC | 40% | Adjusted FCF / Average Invested Capital | Capital efficiency to drive returns |
| EBITDAP | 40% | Net earnings + interest + taxes + D&A − net pension/post‑retirement expense | Core financial performance |
| Relative EBITDAP Growth | 20% | HII EBITDAP growth vs. S&P Aerospace & Defense Select Index | Peer‑relative performance signal |
| LTIP Outcome (2022–2024 Cycle) | Goal @100% | Actual (Adj.) | Score | Payout Multiple |
|---|---|---|---|---|
| EBITDAP ($M) | 3,605 | 3,852 | 200 | — |
| ROIC (%) | 50.43 | 49.02 | 58 | — |
| Relative EBITDAP (%) | 55.00 | 31.00 | 30 | — |
| Total LTIP Score | — | — | 109 | 109% of target |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Committee Role | Potential Conflict Considerations |
|---|---|---|---|
| Philip Morris International | Consumer tobacco; not a known HII customer/supplier | Audit & Risk member | No related person transactions disclosed involving directors; oversight policy in place |
| Xylem, Inc. | Industrial water; not a known HII customer/supplier | Audit Chair; Nominating & Governance member | No related person transactions disclosed involving directors |
- Related person transactions: None requiring disclosure since 2024, apart from plan‑level relationships with State Street and BlackRock and one employee family relationship for the CEO’s daughter; no director-related transactions noted.
Expertise & Qualifications
- Skills: CFO/accounting, corporate governance, investment strategy/M&A, compliance/legal/regulatory per Board skills matrix.
- Director criteria: Integrity, independence, ability to represent stockholders, time commitment, and absence of conflicts; background checks required for security clearance.
Equity Ownership
| Holder | Common Shares Owned | Share Equivalents (DSUs) | Total | Ownership % of Outstanding |
|---|---|---|---|---|
| Victoria D. Harker | 4,008 | 7,584 | 11,592 | 0.0296% (11,592 / 39,235,568) |
- Directors’ DSUs accrue dividend equivalents and are generally payable in stock (or cash equivalent) within 30 days after board service ends; DSUs are non‑voting until settled.
- Director ownership/holding policies: Hedging and pledging of company stock is prohibited; directors who own shares valued at least five times their annual cash retainer may elect to receive equity awards or cash retainers in stock or in DSUs payable after five years, enhancing long‑term alignment.
Fixed Compensation (Program Reference Table)
| Fee Type | 2024 Amount ($) |
|---|---|
| Annual Cash Retainer | 120,000 |
| Audit Chair | 25,000 |
| Compensation Chair | 20,000 |
| Cybersecurity Chair | 20,000 |
| Governance & Policy Chair | 20,000 |
| Finance Chair | 20,000 |
| Audit Member | 17,500 |
| Compensation/Cyber/GP/Finance Member | 7,500 (each) |
| Annual Equity Grant (DSUs or shares) | 165,000 (issued quarterly) |
- Ms. Harker’s 2024 totals: Cash $147,500; Stock awards $164,459; Total $311,959. Deferred stock units held: 7,584.
Governance Assessment
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Positives:
- Independence and active oversight: Harker leads the Compensation Committee and participates on Finance; all standing committees are independent; the Board and committees conduct annual evaluations; robust executive session cadence.
- Alignment mechanisms: Prohibition on hedging/pledging; clawback policy under Dodd‑Frank; director equity grants and elective DSU deferrals support long‑term orientation.
- Pay‑for‑performance oversight: Clear AIP and LTIP metric frameworks with caps and multi‑year horizons; recent LTIP cycle paid at 109% of target, indicating measured performance alignment.
- Shareholder support: Strong say‑on‑pay approvals (e.g., 96% in 2024).
- External financial/audit expertise: Audit leadership roles at Xylem and audit/risk oversight at PMI bolster cross‑industry risk and governance perspectives.
-
Potential risks/RED FLAGS to monitor:
- Multiple public boards: Two current public company boards plus HII could strain time commitments; however, Board reports each director attended ≥75% and all attended the annual meeting.
- Peer group changes: Committee modified 2025 peer group (adding GD and NOC, removing BWXT, Curtiss‑Wright, Moog); monitor for upward pay benchmarking risk (“ratcheting”) though compensation consultant indicated director pay approximates median.
- Related‑party transactions: None disclosed involving directors; maintain oversight via Governance & Policy Committee policy.
-
Signals for investors:
- Compensation governance appears robust with clear metrics, clawbacks, ownership policies, and strong shareholder support, which should bolster confidence in board effectiveness and alignment.
Notes on Independence, Attendance, and Engagement
- Independence: Harker is independent; Compensation Committee meets enhanced NYSE independence requirements.
- Attendance: Board/committee meeting load disclosed; each director ≥75% attendance; Harker co‑signed Compensation Committee Report; independent directors held executive sessions at all five regular meetings.
Related Party Transactions & Policies
- Review process: Governance & Policy Committee reviews/approves transactions >$100,000 involving related persons; considers arm’s‑length terms and stockholder interests.
- 2024/2025 disclosures: No director-related transactions requiring disclosure; institutional service relationships with State Street and BlackRock were paid by plan trusts; CEO’s daughter employed with disclosed compensation.
Say‑On‑Pay & Shareholder Feedback
- Say‑on‑pay support: 96% approval at 2024 annual meeting, consistent with prior years’ high support.
- Engagement: Compensation Committee considers shareholder input and maintains transparent CD&A disclosures; continued program without significant changes following strong support.
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Composition | Independent directors; Chair: Victoria D. Harker; Members: Kirkland H. Donald, Frank R. Jimenez, Anastasia D. Kelly |
| Consultant | Independent compensation consultant reviews director and executive compensation market data; director pay approximates S&P 500/peer median |
| Peer Group | 2025 changes: removed BWX Enterprises, Curtiss‑Wright, Moog; added Cognizant, General Dynamics, Northrop Grumman; moves HII relative revenue positioning to 50th percentile |
| Risk Assessment | Compensation programs evaluated; not likely to create material adverse risk; features include stock ownership guidelines, clawback, capped payouts, multi‑year performance |
Equity Ownership Policies and Restrictions
- Directors may elect to receive cash retainers as stock units; with ≥5x retainer ownership, may opt to receive annual equity awards as shares or DSUs payable in year five.
- Insider trading policy prohibits hedging and pledging and restricts trading windows; authorization required for transactions.
Summary View
Harker’s finance and governance pedigree, coupled with her committee leadership and adherence to strong policies (clawbacks, anti‑hedging/pledging), support board effectiveness and investor alignment. Watchlist items include workload across multiple boards and peer group evolution, but disclosed attendance, engagement, and median‑aligned director pay reduce governance risk.