UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) – (d)
Huntington Ingalls Industries, Inc. (the “Company”) has announced that Christopher D. Kastner, currently Executive Vice President and Chief Operating Officer of the Company, has been elected by the Company’s board of directors (the “Board”) to become (i) President and Chief Executive Officer of the Company and (ii) a member of the Board, both effective as of March 1, 2022. Mr. Kastner is not expected to serve on any committee of the Board. He replaces C. Michael Petters, who will retire from his role as President and Chief Executive Officer (Principal Executive Officer) effective as of March 1, 2022. After stepping down from the Chief Executive Officer position, Mr. Petters will continue as an employee of the Company for a transition period, under compensation terms to be established at the next meeting of the Compensation Committee of the Board. The Company also announced that Mr. Petters has been elected by the Board to become Executive Vice Chairman of the Board, effective as of March 1, 2022.
Mr. Kastner, 58, has served as Executive Vice President and Chief Operating Office of the Company since February 2021. He served as Executive Vice President and Chief Financial Officer of the Company from March 2016 to February 2021. From August 2012 to March 2016, Mr. Kastner served as Corporate Vice President and General Manager, Corporate Development of the Company. Prior to that and following the Company’s spin-off from Northrop Grumman Corporation in March 2011, he served as Vice President and Chief Financial Officer of Ingalls Shipbuilding.
Mr. Kastner currently receives annual grants of restricted performance stock rights (“RPSRs”) under the Company’s 2012 Long-Term Incentive Stock Plan (“LTIP”), described in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 19, 2021 (the “Proxy Statement”), and participates in the Company’s cash Annual Incentive Plan (“AIP”), described in the Proxy Statement. Mr. Kastner’s base salary, target RPSR grant under the LTIP and target cash bonus amount under the AIP in his new position will be determined at the next meeting of the Compensation Committee of the Board, which will be held prior to the effective date of his new position.
A copy of the press release announcing Messrs. Kastner’s and Petters’ respective elections is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release Dated January 28, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUNTINGTON INGALLS INDUSTRIES, INC. | ||||
| Date: January 31, 2022 | By: | /s/ Charles R. Monroe, Jr. | ||
| Charles R. Monroe, Jr. | ||||
| Corporate Vice President, Associate | ||||
| General Counsel and Secretary | ||||