[8-K] Huntington Ingalls Industries, Inc. Reports Material Event

Rhea-AI Filing Summary

Huntington Ingalls Industries (HII) filed an 8-K reporting a governance change under Item 5.02. Effective 29-Jul-2025, the Board elected Nick L. Stanage, former Chairman & CEO of Hexcel Corporation, as a director and increased the Board size from 12 to 13 members.

Stanage is assigned to the Audit Committee and the Governance & Policy Committee. He will receive an annual cash retainer of $120 k plus $25 k (Audit) and $20 k (Governance) committee fees, and an annual equity grant of $165 k in deferred stock units, all prorated for 2025.

No financial results, strategic transactions, or other material events were disclosed.

Positive

• Seasoned leadership: Addition of former Hexcel CEO strengthens board aerospace expertise, relevant to HII’s defense programs.
• Committee coverage: Placement on Audit and Governance Committees may enhance financial oversight and governance practices.

Negative

• No financial data: Filing lacks earnings or outlook information, offering limited insight for valuation.
• Incremental cost: Expanding the board to 13 increases annual director compensation expense, albeit immaterial.

Insights

Financial Analyst

TL;DR – Aerospace veteran joins HII board; modest governance enhancement with negligible near-term financial impact.

Nick Stanage brings three decades of aerospace and defense supply-chain experience, including a decade as Hexcel’s CEO, which should add depth to HII’s oversight of cost-intensive shipbuilding programs and advanced materials. Committee assignments (Audit, Governance) align with his operational and risk-management background. Compensation is standard for an S&P 500 peer and not material to P&L. The board expansion slightly raises governance costs (~$0.2 m annually) but may improve expertise mix. Overall, the filing is neutral; it signals continued focus on defense-aerospace synergies but offers no immediate earnings or strategic guidance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________ 

FORM 8-K

 _____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 29, 2025

  _____________________________________

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 _____________________________________

Delaware

001-34910

90-0607005

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4101 Washington Avenue Newport News, Virginia 23607

(Address of principal executive offices) (Zip Code)

(757) 380-2000

(Registrant’s telephone number, including area code)

 (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

HII

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2025, the Board of Directors of Huntington Ingalls Industries, Inc. (the “Company”) elected Nick L. Stanage to the Board of Directors effective July 29, 2025.

Mr. Stanage is the former Chairman, Chief Executive Officer, and President of Hexcel Corporation, a manufacturer of advanced composites for the aerospace and defense and other industries. He joined Hexcel as its President in November 2009, was named Hexcel’s Chief Operating Officer in May 2012, and assumed the role of Chief Executive Officer in August 2013. Mr. Stanage retired as President and Chief Executive Officer in May 2024 and assumed the role of Executive Chairman through November 2024. Prior to joining Hexcel, Mr. Stanage served as President of the Heavy Vehicle Products group at Dana Holding Corporation from December 2005 to October 2009 and as Vice President and General Manager of the Commercial Vehicle Group from August 2005 to December 2004. From 1986 to 2005, he held various roles of increasing responsibility at Honeywell Inc. The Board of Directors appointed Mr. Stanage to the Audit Committee and the Governance and Policy Committee.

Mr. Stanage is entitled to receive an annual cash retainer of $120,000 per year and additional retainers of $25,000 and $20,000 for his service on the Audit and Governance and Policy Committees, respectively. In addition, he will receive an annual equity grant of $165,000 in deferred stock units to be paid at the conclusion of his board service. His retainer fees and equity grant will be prorated for 2025.

On July 29, 2025, the Board of Directors also approved an increase in the size of the Board from twelve members to thirteen members.

A copy of the press release announcing the election of Mr. Stanage is attached hereto as Exhibit 99.1 and is incorporate herein by reference.

Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits.

Exhibit No.						Description
99.1						Press Release ("Nick Stanage Joins HII Board of Directors")
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

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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.

July 29, 2025

By:

/s/ Tiffany M. King

Tiffany M. King

Corporate Vice President, Associate General Counsel and Secretary

3

INDEX TO EXHIBITS

Exhibit No.						Description
99.1						Press Release ("Nick Stanage Joins HII Board of Directors")
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

4

FAQ

Who joined Huntington Ingalls Industries' board on 29-Jul-2025?

Former Hexcel Corporation CEO Nick L. Stanage was elected as a director.

What committees will Nick Stanage serve on at HII?

He was appointed to the Audit Committee and the Governance & Policy Committee.

How much compensation will the new HII director receive?

Annual cash retainer of $120 k, plus $25 k (Audit) and $20 k (Governance) retainers, and $165 k in deferred stock units, all prorated for 2025.

Did Huntington Ingalls disclose any financial results in this 8-K?

No. The filing solely covers the board appointment and contains no earnings or guidance.

Why did HII increase its board size to 13 members?

The board expansion accommodates the addition of Nick Stanage; no further rationale was provided.