HIIHuntington Ingalls Industries
Deals with insiders in the proxy filed 2026-03-20
Deals between HII and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-21.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-03-21 with nothing like them this year
Transactions with Related Persons“Natalie Kastner, the daughter of the Company’s CEO, Christopher Kastner, is employed as a communications representative for the Company. In 2024, Ms. Kastner received approximately $123,022 in total compensation, consisting of her salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels.”
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The whole section
11 paragraphs quoted as filed
RELATED PERSON TRANSACTIONS“Under our Code of Ethics and Business Conduct, our employees and directors must avoid any activity that conflicts with, or has the appearance of conflicting with, our business interests. At least annually, each director and executive officer completes a detailed questionnaire specifying any business relationship that may give rise to a conflict of interest with the Company.”
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RELATED PERSON TRANSACTIONS“Process for Review of Related Person Transactions. The Board has adopted a written policy for the review, approval and ratification of existing or proposed transactions to which the Company (or any subsidiary) is a party, when the aggregate amount involved in the transaction exceeds or is expected to exceed $120,000 and any director, director nominee, executive officer, greater-than-5% beneficial owner or their respective immediate family members (each, a “related person”) had, has, or will have a direct or indirect material interest.”
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RELATED PERSON TRANSACTIONS“This policy requires the Governance and Policy Committee to review transactions subject to the policy and determine whether to recommend that the Board approve or ratify those transactions. In doing so, the Governance and Policy Committee may consider, among other factors:”
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RELATED PERSON TRANSACTIONS“whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances;”
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RELATED PERSON TRANSACTIONS“the actual or perceived conflict of interest between the Company and the related person;”
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RELATED PERSON TRANSACTIONS“the Company’s Corporate Governance Guidelines and Code of Ethics and Business Conduct; and • the best interests of the Company and our stockholders.”
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RELATED PERSON TRANSACTIONS“Although our policy generally requires that all related person transactions be reviewed and approved in advance, the Governance and Policy Committee has the authority to ratify a transaction (using the same standard of review) if a transaction is identified after it has occurred or commenced. The Governance and Policy Committee also has pre-approved certain categories of transactions or relationships, as set forth in the policy. If the Governance and Policy Committee does not recommend ratification of a related person transaction, or the Board does not ratify a related person transaction that is pending or ongoing, the Governance and Policy Committee will refer the transaction to management for amendment or termination and determine whether any other action is appropriate.”
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Transactions with Related Persons“Except as set forth below, there have been no related person transactions since the beginning of 2025 that required disclosure under the securities laws or that otherwise required review, approval or ratification by our Governance and Policy Committee under our Related Person Transactions Policy.”
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Transactions with Related Persons“State Street Corporation (“State Street”), acting in various fiduciary capacities, filed a Schedule 13G with the SEC reporting that as of September 30, 2025, State Street and certain of its subsidiaries collectively were the beneficial owners of more than 5% of our outstanding common stock. A subsidiary of State Street is the trustee for various Company defined benefit and defined contribution plan trusts. Other State Street subsidiaries provide investment management services. During 2025, State Street received approximately $1.3 million for services as trustee, as investment managers and for administrative and other services, all of which was paid by the plan trusts.”
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Transactions with Related Persons“BlackRock, Inc. (“BlackRock”) filed a Schedule 13G/A with the SEC reporting that as of March 31, 2025, BlackRock and certain of its subsidiaries collectively were the beneficial owners of more than 5% of our outstanding common stock. A subsidiary of BlackRock provides investment management services for certain assets within various Company defined benefit and defined contribution plan trusts. During 2025, the trusts paid that BlackRock subsidiary approximately $1.2 million for such services.”
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INDEMNIFICATION“Our Bylaws generally require us to indemnify our directors and elected officers to the fullest extent permitted by Delaware law. We also have entered into indemnification agreements with our directors and elected officers obligating us to provide this indemnification to him or her in connection with their service to the Company.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗