HUNTINGTON INGALLS INDUSTRIES, INC. (HII): director C. Michael Petters elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 19, 2026, the Board of Directors of Huntington Ingalls Industries, Inc. (the “Company”) elected C. Michael Petters to the Board of Directors effective October 19, 2026.
Mr. Petters is the former President, Chief Executive Officer, and Executive Vice Chairman of the Company. He served as Executive Vice Chairman of the Board of Directors from March 2022 until his retirement in January 2023 and as President and Chief Executive Officer of the Company from March 2011 to March 2022. Before joining the Company upon its spin-off from Northrop Grumman, Mr. Petters served as President of Northrop Grumman Shipbuilding from 2008 to March 2011, and as President of Northrop Grumman Newport News from 2004 to 2008. During the course of his tenure with the Company or its predecessors, his responsibilities included oversight of the Virginia-class submarine program, the nuclear-powered aircraft carrier programs, aircraft carrier overhaul and refueling, submarine fleet maintenance, commercial and naval ship repair, human resources, and business and technology development. During his service in the U.S. Navy, Mr. Petters served aboard the nuclear-powered submarine USS Bancroft , and he spent five years in the Naval Reserve. The Board of Directors appointed Mr. Petters to the Cybersecurity Committee and Finance Committee.
Mr. Petters is entitled to receive an annual cash retainer of $130,000 per year and additional retainers of $20,000 each for his service on the Cybersecurity and Finance Committees. In addition, he will receive an annual equity grant of $195,000 in deferred stock units to be paid at the conclusion of his board service. His retainer fees and equity grant will be prorated for 2026.
On October 19, 2026, the Board of Directors also approved an increase in the size of the Board from eleven members to twelve members.
A copy of the press release announcing the election of Mr. Petters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.