UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

March 19, 201518, 2016

Dear Fellow Stockholders:

On behalf of the Board of Directors and management team of Huntington Ingalls Industries, I would like to invite you to attend the 20152016 Annual Meeting of Stockholders. We will meet on Thursday,Friday, April 30, 2015,29, 2016, at 11:00 a.m. Eastern Daylight Time, at our corporate headquarters located at the Herbert H. Bateman Virginia Advanced Shipbuilding and Carrier Integration Center (VASCIC), 2401 West Avenue, Newport News, Virginia 23607. We are looking forward to your responses on the proposals included in the accompanying proxy statement.

The accompanying Notice of 20152016 Annual Meeting and Proxy Statement describe the matters on which you, as a stockholder, may vote at the annual meeting, and include details of the business to be conducted at the meeting.

As a way to conserve natural resources and reduce annual meeting costs, we are electronically distributing proxy materials as permitted under rules of the Securities and Exchange Commission. Many of you will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials via the Internet. StockholdersYou can also request mailed paper copies if preferred. You can expedite delivery and reduce our mailing expenses by confirming in advance your preference for electronic delivery of future proxy materials. For furthermore information on how to take advantage of this cost-saving service, please see page 10 of the proxy statement.

Your vote is very important to us.important. Whether or not you plan to attend the annual meeting, I encourage you to vote your shares in advance. Stockholders can submit their votes over the Internet at the web address included in the Notice of Internet Availability of Proxy Materials orand included in the proxy card (if you received a proxy card), by telephone through the number included in the proxy card (if you received a proxy card), or by signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope.

Thank you for your support of Huntington Ingalls Industries. I look forward to seeing you at the annual meeting.

Sincerely,

Adm. Thomas B. Fargo

U.S. Navy (Ret.)

Chairman of the Board

Notice of 20152016 Annual Meeting of Stockholders

Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, Virginia 23607

Charles R. Monroe, Jr.

Corporate Vice President,

Associate General Counsel and Secretary

March 19, 201518, 2016

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 30, 201529, 2016: The Notice of 20152016 Annual Meeting and Proxy Statement and 20142015 Annual Report are available at www.envisionreports.com/HII.

Proxy Statement—Table of Contents

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Proxy Statement—Table of Contents(Continued)

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20152016 Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting Information

Items to be Voted at the Annual Meeting

Director Nominees

The Board is asking you to elect, for terms ending in 2018,2017, the three nominees for director named below, each of whom is currently serving as a director of the company. The following table provides summary information about the nominees for director, including their names, ages and occupations, whether they are independent directors under the corporate governance listing standards of the New York Stock Exchange (“NYSE”), and the Board committees on which they currently serve. The directors will be elected by a plurality vote.

In March 2016, Robert F. Bruner informed us of his decision to retire from the Board at the conclusion of his current term as a director, which will be April 29, 2016. HII thanks Dr. Bruner for his service to the company and wishes him continued success in his future endeavors.

20152016 Proxy Statement Summary(Continued)

Continuing Directors

The following table provides summary information about the sixfive directors of the company whose terms will continue after the annual meeting, including their names, ages and occupations, whether they are independent directors under the corporate governance listing standards of the NYSE, the Board committees on which they currently serve and the ends of their current terms.

In March 2016, Karl M. von der Heyden informed us of his decision to retire from the Board, effective April 29, 2016. The Board waived its age limit in 2015 to nominate Mr. von der Heyden for another three-year term to facilitate transition of Audit Committee chairmanship responsibilities to another director. We appointed two new directors to the Audit Committee in 2015, and Mr. von der Heyden decided to retire from the Board following the 2016 annual meeting. HII thanks Mr. von der Heyden for his service to the company and wishes him continued success in his future endeavors.

Ratify the Appointment of our Independent Auditors

The Board is asking you to ratify the selection of Deloitte & Touche LLP as our independent auditors for 2015.2016. Set forth below is summary information with respect to fees billed to us by Deloitte & Touche’s feesTouche for professional services provided to us in 2014.2015.

20152016 Proxy Statement Summary(Continued)

Approve Executive Compensation on an Advisory Basis

The Board is asking you to approve, on an advisory basis, the compensation of our named executive officers for 2014.2015. This vote is often referred to as a “say-on-pay.” Last year, our stockholders approved our 20132014 executive compensation with 99% of the votes cast.

Executive Compensation Elements for 20142015

This proxy statement includes disclosure regarding the 20142015 compensation of our Chief Executive Officer, our Chief Financial Officer and our three other most highly-compensated executive officers who were employed by us as of December 31, 2014, and one other executive officer who retired during 2014in 2015 (our “Named Executive Officers”). The primary compensation elements for 20142015 for our Named Executive Officers consisted of base salaries, annual incentive awards and long-term incentive awards.

Compensation Best Practices

We have adopted the following compensation practices, which are designed to reinforce our culture and pay-for-performance principles.

20152016 Proxy Statement Summary(Continued)

20142015 Compensation Summary

The following table summarizes the 20142015 compensation of our Named Executive Officers.

2015 Proxy Statement Summary(Continued)

Corporate Governance Developments

Since our 20142015 annual meeting, the Board of Directors has continued to implement or initiate changes into our corporate governance structuremodel that are consistent with trends among leading companies.responsive to evolving corporate governance trends. These changes include:

Amendment of Our Certificate of Incorporation to Eliminate Most Supermajority Voting Provisions

From the time of our spin-off, our certificate of incorporation required approval of 66-2/3% of the voting power of our outstanding stock to remove a director from the Board or to amend, repeal or adopt any provision inconsistent with the provisions of our certificate of incorporation and bylaws regarding advance notice requirements for stockholder proposals and director nominations, the number of directors on the Board and the fixing of that number, plurality voting for directors, resignation of directors, removal of directors, vacancies on the board and amendment of the certificate of incorporation and bylaws, among other matters. At our 2014 annual meeting of stockholders, our stockholders approved an amendment of our certificate of incorporation to eliminate these supermajority voting requirements and thereby require approval by a majority of the voting power of our outstanding stock. In May 2014, we amended our certificate of incorporation to reflect these changes.

Amendment of Our Bylaws to Provide Stockholders the RightProxy Access to Require the Calling of Special MeetingsOur Stockholders

In early 2015,On January 28, 2016, the Board amended our bylaws to giveinclude proxy access rights, which enable a stockholder or a group of up to 20 stockholders owning shares representing at least 20% of the voting power3% or more of our outstanding capitalcommon stock continuously for at least three years to nominate and include in our proxy materials director candidates

2016 Proxy Statement Summary(Continued)

constituting up to the rightgreater of 25% of the number of directors then in office or two directors, subject to require that a special meeting of stockholders be called, provided that certain conditions are satisfied. Prior to this amendment,the requirements specified in our bylaws did not permit stockholders to hold a special meeting or require that a special meeting be called.bylaws. The amendmentamendments to our bylaws wasto provide proxy access were the result of the Board’s continuingongoing review of our corporate governance structure,model and current trends in corporate governance, with input from some ofstockholders. Stockholders who wish to nominate director candidates for inclusion in our stockholders. We have provided more information about this amendmentproxy materials under our proxy access bylaw provisions must satisfy the requirements in our bylaws as described under the heading “Governance“Communications and Company Documents—Future Stockholder Proposals and Nominations of the Company—Stockholders Right to Require the CallingDirectors” of Special Meetings.”this proxy statement.

Proposal to Amend ourAmendment of Our Certificate of Incorporation to Declassify Our Board of Directors

At our 2014 annual meeting of stockholders, our stockholders approved a non-binding proposal that the Board take the steps necessary to eliminate our classified board structure. While the Board did not make a recommendation regarding the proposal, we committed to the proponent that, if the proposal was approved, the Board would submit a proposal at the 2015 annual meeting of stockholders, that wouldthe Board submitted a proposal to amend our certificate of incorporation to phase out theour classified board declassificationstructure, beginning with director elections at the 2016 annual meeting. At this annual meeting,The proposal was approved by our stockholders, and, accordingly, we are therefore asking you to approve an amendment toamended our certificate of incorporation that wouldto declassify our Board. If this proposal is approved, we will amend ourOur amended certificate of incorporation accordingly, andprovides that all directors elected at and after our 2016 annual meeting held in 2016 will be elected for one-year terms. Directors elected prior to the 2016 annual meeting will continue to serve for the respective three-year terms for which they were elected.

General Information About the Annual Meeting and Voting

The Board of Directors is providing you with these proxy materials in connection with the solicitation of proxies to be voted at our 20152016 Annual Meeting of Stockholders and at any postponement or adjournment of the annual meeting. In this proxy statement, Huntington Ingalls Industries, Inc. may also be referred to as “we,” “our,” “us,” “HII” or “the company.”

ITEMS OF BUSINESS TO BE CONSIDERED AT THE ANNUAL MEETING

The Board is asking you to vote on the following items at the annual meeting:

APPOINTMENT OF PROXY HOLDERS

The Board asks you to appoint Kellye L. Walker and Charles R. Monroe, Jr. as your proxy holders to vote your shares at the annual meeting. You make this appointment by submitting your proxy using one of the voting methods described below.

If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this proxy statement. If you received a proxy card and you complete and return the proxy card but do not provide voting directions, they will vote your shares as recommended by the Board on all of the matters described in this proxy statement that will beare brought before the annual meeting.

The Board is not aware of any business that may properly be brought before the annual meeting other than those matters described in this proxy statement. If any other matters are properly brought before the annual meeting, your proxy gives discretionary authority to the proxy holders to vote the shares in their best judgment.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are permitted to furnish our proxy materials to our stockholders over the Internet by delivering a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials instructs you on how to access and review the proxy statement and 20142015 Annual Report over the Internet. The Notice of Internet Availability of Proxy Materials also instructs you on how you may submit your proxy over the Internet. We believe this e-proxy process expedites stockholders’ receipt of proxy materials by stockholders, while also lowering our costs and reducing the environmental impact of our annual meeting. We have used this e-proxy process to furnish proxy materials to certain of our stockholders over the Internet.

If you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy Materials.

General Information About the Annual Meeting and Voting (Continued)

RECORD DATE AND VOTING

Stockholders owning our common stock at the close of business on March 6, 2015,4, 2016, the record date, or their legal proxy holders are entitled to vote at the annual meeting. The Board strongly encourages you to vote. Your vote is important. Voting early helps ensure we receive a quorum of shares necessary to

General Information About the Annual Meeting and Voting(Continued)

hold the annual meeting. Many stockholders do not vote, meaning the stockholders who do vote influence the outcome of the matters on which they vote in greater proportion than their percentage ownership of HII.

There areWe have two types of stockholders: stockholders of record and “street name” stockholders. Stockholders of record are stockholders who own their shares in their own names on the company’s books. Street name stockholders are stockholders who own their shares through a bank, broker or other holder of record.

Voting by Stockholders of Record. If you are a stockholder of record, you have four voting options. You may vote:

If you have Internet access, we encourage you to vote over the Internet. It is convenient, and it saves us significant postage and processing costs. In addition, when you vote by proxy over the Internet or by telephone prior to the meeting date, your proxy vote is recorded immediately and there is no risk that postal delays will cause your proxy vote to arrive late and therefore not be counted.

Internet and telephone voting facilities for stockholders of record are available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on Wednesday,Thursday, April 29, 2015.28, 2016. The Internet and telephone voting procedures are designed to verify that you are a stockholder of record by use of a control number and to enable you to confirm that your voting instructions have been properly recorded. If you vote by Internet or telephone, you do not need to return your proxy card (if you received a proxy card).

Whether or not you plan to attend the annual meeting and vote in person, we urge you to have your proxy vote recorded in advance of the meeting. If you attend the annual meeting and vote at the annual meeting, any previousprior proxy votes you submitted, whether by Internet, telephone or mail, will be superseded by the vote that you cast at the annual meeting. The Board recommends that you vote using one of the other voting methods, sinceBecause it is not practical for most stockholders to attend the annual meeting.meeting, the Board recommends you vote using one of the other voting methods. In any event, the method by which you vote your proxy will not limit your right to vote at the annual meeting if you decide to attend in person.

Revoking Your Proxy for Stockholders of Record. If you are a stockholder of record and you vote by proxy using any method, you may later revoke your proxy and change your vote at any time before the polls close at the annual meeting. You may do this by:

General Information About the Annual Meeting and Voting(Continued)

Only the most recent proxy vote will be counted, and all others will be discarded regardless of the method of voting.

Voting by Street Name Stockholders. If your shares are held in “street name” through a broker, bank or other nominee, please refer to the instructions they provide regarding how to vote your shares or to revoke your voting instructions. The availability of telephone and Internet voting depends onupon the voting processes of the broker, bank or other nominee. If you are a street name stockholder and would like to vote in person at the annual meeting, you must obtain a proxy, executed in your favor, from the bank, broker or other holder of record through which you hold your shares to vote in person at the annual meeting. The Board recommends that you vote using one of the other voting methods, sinceshares. Because it is not practical for most stockholders to attend the annual meeting.meeting, the Board recommends you vote using one of the other voting methods. In any event, the method by which you vote your proxy will not limit your right to vote at the annual meeting if you decide to attend in person.

Confidential Voting. We treat your vote as confidential to protect the privacy of our stockholders’ votes. Proxies and voting instructions provided to banks, brokers and other holders of record are kept confidential. Only the proxy solicitor, the proxy tabulator and the inspector of elections have access to the proxies and voting instructions.

QUORUM, VOTE REQUIRED AND METHOD OF COUNTING

At the close of business on the record date, 48,837,61147,254,486 shares of our common stock were outstanding and entitled to vote at the annual meeting. Each outstanding share is entitled to one vote.

A quorum, which is a majority of the outstanding shares as of the record date, must be present to hold the annual meeting. A quorum is calculated based on the number of shares represented at the meeting, either by the stockholders attending in person or by the proxy holders. If you indicate an abstention as your voting preference on all matters, your shares will be counted toward a quorum but will not be voted on any matter.

If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record can vote your shares atin its discretion only on Item 2 described in this proxy statement. If you do not give your bank, broker or other holder of record instructions on how to vote your shares on Items 1 3 or 43 described in this proxy statement, your shares will not be voted on those matters.

If you have shares in an employee benefit plan and do not vote those shares, your trustee will vote your shares in accordance with the terms of the relevant plan. Accordingly, your trustee may vote your shares in the same proportion as shares held under the plan for which voting instructions have been received, unless contrary to ERISA.

General Information About the Annual Meeting and Voting(Continued)

The required vote and method of calculation for the matters to be considered at the annual meeting are as follows:

Item 1—Proposal to Elect Directors

Directors will be elected by a plurality of the shares present in person or by proxy at the annual meeting or any adjournment thereof and entitled to vote on the election of directors. Plurality voting means the three director nominees receiving the most votes will be elected to the Board. If you do not want your shares to be voted with respect to a particular director nominee, you may “withhold” your vote with respect to that nominee. If a director nominee receives a greater number of votes “withheld” for his or her election than votes cast “for” his or her election, such nominee will be required under ourthe Majority Voting Policy included in our Corporate Governance Guidelines to submit an offer of resignation to the Board for its consideration. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record cannot vote your shares on this item.

Item 2—Proposal to Ratify Appointment of Our Independent Auditors

Ratification of appointment of our independent auditors will be approved if the number of shares voted in favor exceeds the number of shares voted against. Abstentions will have no effect on the results of the vote. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record can vote your shares at its discretion on this item.

Item 3—Proposal to Approve Executive Compensation on an Advisory Basis

The executive compensation of our Named Executive Officers will be approved as an advisory recommendation to the Board if the number of shares voted in favor exceeds the number of shares voted against. Abstentions will have no effect on the results of the vote. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record cannot vote your shares on this item. Although the vote on this item is non-binding, the BoardCompensation Committee will review the results of the vote and consider it in making future decisions concerning executive compensation.

Item 4—Proposal to Amend Our Certificate of Incorporation to Declassify the Board of Directors

The amendment to our certificate of incorporation to declassify the Board of Directors requires the affirmative vote of a majority of the issued and outstanding shares of our common stock. Abstentions will have the effect of a vote against this proposal. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record cannot vote your shares on this item.

IMPORTANT REMINDER OF EFFECT OF NOT CASTING YOUR VOTE IF YOU ARE A STREET NAME STOCKHOLDER

If you are a street name stockholder, it is critical that you vote your shares if you want your vote to count on Items 1 3 and 4 .3. Your bank, broker or other holder of record is not permitted to vote your shares on Items 1 3 or 4,3, unless you instruct them how you wish to vote. Such “broker non-votes” will have no impact on the results of the vote on Items 1 and 3, but will have the effect of a vote against Item 4.

General Information About the Annual Meeting and Voting (Continued)

3.

SOLICITING AND TABULATING VOTES

We will bear the costs of soliciting and tabulating your votes. Our employees, personally, by telephone, by email or otherwise, may solicit your votes without additional compensation. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for the 20152016 annual meeting for a fee of $12,500, plus associated costs and expenses.

General Information About the Annual Meeting and Voting(Continued)

We will reimburse banks, brokers and other holders of record for reasonable, out-of-pocket expenses for forwarding these proxy materials to you, according to certain regulatory fee schedules. See “Electronic Access to Proxy Statement and Annual Report” below for information on how you can help reduce printing and mailing costs.

ELECTRONIC ACCESS TO PROXY STATEMENT AND ANNUAL REPORT

You can elect to receive future proxy materials by email. If you choose to receive future proxy materials by email, you will receive an email with instructions containing a link to the website where those materials are available, as well as a link to the proxy voting website.

If you are a stockholder of record, you may enroll in the electronic delivery service by going directly to www.envisionreports.com/HII. You may revoke your electronic delivery election at this site at any time and request a paper copy of the proxy statement and annual report.

If you are a street name stockholder, you may also have the opportunity to receive copies of the proxy statement and annual report electronically. Please check the information provided in the proxy materials you received from your bank, broker or other holder of record concerning the availability of this service.

HOUSEHOLDING INFORMATION

We have adopted a procedure called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of Internet Availability of Proxy Materials or the printed proxy materials. This procedure reduces our printing costs and postage fees.

If you orand another stockholder of record with whom you share an address are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or the printed proxy materials, you can request to receive a single copy of the printed proxy materials in the future by calling our transfer agent, Computershare, at 1-888-665-9610, or writing to us at Investor Relations, 4101 Washington Avenue, Newport News, VA 23607. If you orand another stockholder of record with whom you share an address wish to receive a separate Notice of Internet Availability of Proxy Materials or separate printed proxy materials, we will promptly deliver them to you if you request them by contacting Computershare in the same manner as described above.

Stockholders who participate in householding and who receive printed proxy materials will continue to receive separate proxy cards. If you are a street name stockholder, you can request householding by contacting your bank, broker or other holder of record through which you hold your shares.

Governance of the Company

OVERVIEW OF CORPORATE GOVERNANCE

Corporate governance addresses the relationships among the board of directors, company management and the company’s stockholders, with the objectives of fosteringpromoting the company’s long-term success, improving corporate performance and representing the interests of our stockholders. Corporate governance is a top priority of the Board of Directors and senior management. We believe that good governance is important not only to our stockholders, but also to our employees, customers, suppliers and others with whom we do business.

The following sections provide an overview of our corporate governance structuremodel and processes. Among other topics, we describe the responsibilities of the Board of Directors, how directors are selected and somecertain key aspects of Board operations.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

We believe that the foundation for good corporate governance starts with a board of directors whose independence, knowledge, experience and judgment will enable the board to effectively oversee management of the company and to engage constructively with management to provide advice and counsel regarding all aspects of our business. The Board and its committees perform a number of important functions for the company and its stockholders, including:

Board oversight of management is also effected through the Board’s four standing committees—the Audit Committee, the Compensation Committee, the Governance and Policy Committee and the Finance Committee. Each of these committees operates under a separate written charter to promote clarity in their responsibilities and to ensure that the committees workfunction in a coordinated mannercoordination with each other and with the full boardBoard of directors.Directors. Our committees are discussed in greater detail beginning on page 17 of this proxy statement.

CRITERIA FOR BOARD MEMBERSHIP

The Board believes there are certain qualifications that are applicable to all director candidates must possess certain qualifications and that specificspecialized skills and experiences should be added to the Board by individual directors. The Board

Governance of the Company(Continued)

and the Governance and Policy Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall compositioncollective skills and experiences and the company’s current and future needs.

Governance of the Company(Continued)

Qualifications for All Directors. The Board believes that all its members must possess the following qualifications:

Prospective directors must also be willing to submit to a background check necessary for obtaining a security clearance.

Selection of Individual Candidates. In addition to the qualifications applicable to all director candidates, the Board and the Governance and Policy Committee consider, among other things,matters, a candidate’s understandingknowledge of and experience in such areas as complex manufacturing, heavy industry and engineering, government procurement and contracting, the defense industry, finance, regulatory compliance and government and public policy. We also consider whether a candidate has the ability tocan commit sufficient time and attention to Board activities and we consider any potential conflicts with the company’s interests. We striveOur objective is to have a combination ofthe collective skills, experienceexperiences and perspectives tothat create an outstanding, dynamic and effective Board and strengthen the Board’s ability to oversee and enhance the performancemanagement of the company, enhance its performance and to represent the interests of stockholders. All of our non-employee directors are expected to serve on Board committees, supporting the BoardBoard’s mission by providing expertise to those committees. Thecommittees, and the needs of Boardthose committees are also reviewedconsidered when consideringevaluating director candidates. In selecting director nominees, theThe Board and the Governance and Policy Committee also consider diversity when selecting director nominees, seeking representation of a range of experiences, backgrounds and perspectives.

Service on Other Boards. In accordance with our Corporate Governance Guidelines, the Board considers the number of boards of other public companies and audit committees of those boards on which a director candidate serves. Under our Corporate Governance Guidelines, directors should not serve on more than four boards of publicly-traded companies in addition to our Board, and our directors who also serve as chief executive officers or in equivalent positions of other companies should not serve on more than two other boards of publicly-traded companies, in each case without the approval of the chairman of our Governance and Policy Committee. A director who is a full-time employee of our company may not serve on the board of directors of more than two other publicly-traded companies, unless approved by the Board. No member of our Audit Committee may serve on the audit committees of more than three publicly-traded companies (including our company) without the approval of the Board, which must determine annually that such simultaneous service would not impair the ability of the member to effectively serve on our Audit Committee.

Retirement Policy. Under the retirement policy of our Corporate Governance Guidelines, a director will not be re-nominated at the annual meeting following the earlier of his or her 76th birthday or 15 years of service on the Board. Upon the recommendation of the Governance and Policy Committee,

Governance of the Company(Continued)

the Board may waive either of these requirements as to any director, if the Board deems waiver to be in the best interests of the company. Karl M. von der Heyden, one of the candidates nominated by the Board for election as a director at our 2015 annual meeting of stockholders, is 78 years old. The Board considered the value to the Board of Mr. von der Heyden’s financial and accounting expertise and experience as a senior financial officer and director of public companies and unanimously agreed to waive the Board age limit. In addition to our retirement policy, when a director’s principal occupation or business association changes substantially during his or her tenure as a director, the

Governance of the Company(Continued)

Board expects under our Corporate Governance Guidelines, that the affected director will tender his or her resignation for consideration by the Governance and Policy Committee and the Board.Board, as provided in our Corporate Governance Guidelines.

Conclusion. The satisfactionSatisfaction of thesethe foregoing criteria for directorsboard membership is implemented and assessed through ongoing consideration of directors and director candidates by the Governance and Policy Committee and the Board, as well as through the Board’s self-evaluation process. The Board and the Governance and Policy Committee believe that, individually and as a whole,collectively, the company’s current directors possess the necessary qualifications to provide effective oversight of management and the company’s affairs and contribute valuable advice and counsel to the company’s management.

DIRECTOR NOMINATION PROCESS

The Governance and Policy Committee is responsible under its charter for recommending to the full Board director nominees for election by our stockholders and for identifying and recommending candidates to fill any vacancies that may occur on the Board. The Governance and Policy Committee may use a variety of sources to identify candidates. Candidates may be identified through recommendations from independent directors or members of management, search firms, discussions with other persons who may know of suitable candidates to serve on the Board and stockholder recommendations.

Evaluations of director candidates who would be new to the Board (other than nominees recommended by our stockholders, as described below) include a reviewconsideration of the candidate’s background and qualifications by the Governance and Policy Committee, interviews with the Chairman of the Board and any of the Governance and Policy Committee as a whole, one or more members of the Governance and Policy Committee or one or more other Board members, and deliberations amongof the Governance and Policy Committee and the full Board. The Governance and Policy Committee then recommends the candidate(s) to the full Board, with the full Board selecting the candidate(s) to be nominated for election by our stockholders or to be elected by the Board to fill a vacancy.

In determining to recommendconnection with its recommendations to the Board theof director nominees for election at each annual meeting, the Governance and Policy Committee considers the size of the Board and the criteria set forth above to assemble a group ofrecommend nominees that,who, individually and as a group and togethercollectively with directors who will continue to serve on the Board, the Governance and Policy Committee believes satisfies the needs of the Board. Accordingly, the Governance and Policy Committee annually reviews the composition of the Board as a whole and makes recommendations, if deemed necessary, to improve the Board to achieve what it believes is the optimal mix of experience, expertise, skills, specialized knowledge, diversity and other factors.

Stockholders who wish to recommend director candidates for consideration by the Governance and Policy Committee must submit the name and relevant information about the candidate in writing to the Corporate Secretary. All candidates recommended by stockholders are required to meet the criteria for directors described above, and candidates who meet the criteria described above will be evaluated by the Governance and Policy Committee. In accordance with our Corporate Governance Guidelines, the

Governance of the Company(Continued)

Governance and Policy Committee will evaluate candidates recommended by stockholders in the same manner as candidates identified through other means.

Stockholders who wish to nominate a person for election as a director at an annual meeting must follow the procedures set forth in our bylaws and described beginning on page 22 of this proxy

Governance of the Company(Continued)

statement. Additionally, the Board amended our bylaws to include proxy access rights, which enable a stockholder or a group of up to 20 stockholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of 25% of the number of directors then in office or two directors, subject to the requirements specified in our bylaws. Proxy access will first be available to stockholders in connection with our 2017 annual meeting of stockholders. Stockholders who wish to nominate director candidates for inclusion in our proxy materials under our proxy access bylaw provisions must satisfy the requirements in our bylaws as described under the heading “Communications and Company Documents—Future Stockholder Proposals and Nominations of Directors” of this proxy statement. The Board expects to evaluate any director candidates nominated through the proxy access process in a manner similar to that for other director candidates.

MAJORITY VOTING POLICY

Our Corporate Governance Guidelines include a Majority Voting Policy. Under our Majority Voting Policy, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withhold Vote”) in an uncontested election of directors must tender to the Board his or her offer of resignation within five days following certification of the stockholder vote. The Governance and Policy Committee will promptly consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the tendered offer of resignation. The Board will act on the Governance and Policy Committee’s recommendation within 90 days following certification of the stockholder vote. The Board will then promptly disclose its decision regarding whether to accept or reject the director’s resignation offer, including its rationale, in a report furnished to or filed with the SEC.

The Governance and Policy Committee in making its recommendation, and the Board in making its decision, will each consider the best interests of the company and our stockholders and may each consider any other factors or other information that it considers appropriate and relevant, including but not limited to:

Any director who tenders his or her offer of resignation under our Majority Voting Policy will not participate in the Governance and Policy Committee deliberation or recommendation or Board deliberation or action regarding whether to accept or reject the resignation offer. If a majority of the Governance and Policy Committee received a Majority Withhold Vote at the same election, then the independent directors (other than those who received a Majority Withhold Vote in that election) will instead appoint a

Governance of the Company(Continued)

committee among themselves to consider the resignation offers and recommend to the Board whether to accept them. If, however, the independent directors who did not receive a Majority Withhold Vote constitute two or fewer directors, all independent directors may participate in the action regarding whether to accept or reject the resignation offers, except that each director who has tendered his or her offer of resignation will recuse himself or herself from the deliberations and voting with respect to his or her individual offer to resign.

If a director’s resignation offer is not accepted by the Board, that director will continue to serve for the term for which he or she was elected and until his or her successor is duly elected, or his or her earlier

Governance of the Company(Continued)

resignation or removal. If a director’s resignation offer is accepted by the Board, then the Board, in its sole discretion in accordance with our bylaws, may fill any resulting vacancy or may decrease the size of the Board.

STOCKHOLDERS RIGHT TO REQUIRE THE CALLING OF SPECIAL MEETINGSNOMINATE PROXY ACCESS NOMINEES

As disclosed in a Current Report on Form 8-K filed on March 2, 2015,February 1, 2016, the Board of Directors amended our bylaws on February 24, 2015,January 28, 2016, to include proxy access rights, which enable a stockholder or a group of up to 20 stockholders owning individually3% or in the aggregate, shares representing at least 20% of the voting powermore of our outstanding capitalcommon stock continuously for at least three years to requirenominate and include in our proxy materials director candidates constituting up to the Board (or an authorized committee thereof) or the Chairpersongreater of 25% of the Board to call a special meetingnumber of stockholders. Priordirectors then in office or two directors, subject to the amendment, stockholders did not have the right to require the calling of special stockholder meetings.

requirements specified in our bylaws. The amendmentamendments to our bylaws wasto provide proxy access were the result of the Board’s ongoing review of our corporate governance structure,model and current trends in corporate governance, with input from some of our stockholders. Some investors believe that giving stockholders the right to require the calling of a special meeting improves corporate governance, while other investors believe that providing a minority of a company’s stockholders with this right may enable a minority of stockholders to call such meetings for purposes that are not in the best interests of the company.

The Board believes a 20% aggregatethe proxy access bylaw provisions adopted by the company conform generally with prevailing terms of proxy access bylaw provisions adopted by other public companies over the last year, and they reflect consideration of factors identified by proxy advisory firms and corporate governance experts as critical to providing meaningful proxy access rights for stockholders.

Under Section 2.15 of our bylaws, we are required to include in our proxy materials for an annual meeting any stockholder nominee who is nominated by an “Eligible Stockholder.” An “Eligible Stockholder” is any stockholder or group of up to 20 stockholders (counting as one stockholder, for this purpose, any two or more funds under common management) that has beneficially owned at least 3% of our outstanding common stock continuously for at least three years. Eligible Stockholders must provide proof of ownership thresholdof the requisite amount of stock for stockholders to require the calling of a special meeting achieves an appropriate balance between enhancing stockholder rightsthree-year time period and protecting againstrepresent that the risk that a small minority of stockholders will seek to call a special meeting in order to pursue special interests that are notshares were acquired in the best interestsordinary course of business and not to change or influence control of the company. Eligible Stockholders must also provide certain other written representations, warranties and agreements to the company, including an agreement to assume liability from any legal or regulatory violation arising out of the Eligible Stockholder’s communication with our stockholders and to comply with all applicable laws and regulations, as described in more detail in Section 2.15 of the bylaws.

The maximum number of directors who can be nominated by Eligible Stockholders, referred to as “Stockholder Nominees,” at any annual meeting is the greater of 25% of the number of directors then in office or two directors. Section 2.15 of our stockholders as a whole. Organizing and preparingbylaws includes procedures to prioritize nominations if the number of Stockholder Nominees exceeds the maximum number of Stockholder Nominees we are required to include in our proxy materials for a special meeting involves a significant commitment of management time and focus, and imposes substantial legal, administrative and communication costs on the company. Accordingly, we believe a special meeting should only be held to consider special or extraordinary events when fiduciary, strategic, significant transactional or similar considerations dictate that the matter be addressed expeditiously, rather than waiting until the nextany annual meeting. In addition, existing governance mechanisms contained in our bylawsStockholder Nominees must provide written notice to the Board and its chairperson with the ability to respond to proposals and concerns of all stockholders, regardless of the level of share ownership, including the ability to call special meetings.

Stockholders submitting a special meeting request would be required to providecompany, which must include information similar to the information required forfrom stockholders to bringpropose business or a nominee forand director before an annual meeting. This information includes a brief descriptionnominations through the advance notice provisions included in Section 2.08 of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting. Theour bylaws. As described in Section 2.15 of our bylaws, also describe how a stockholder may revoke a request. In addition, the bylaws contain provisions to ensure that any special meeting request complies with the bylaws and applicable law and that the requested meeting is not duplicative of matters that were or, in the near term, could be covered by an annual meeting or another special meeting. In particular, the bylaws provide that a request for a special meeting shall not be valid, and the special meeting shall not be held, if: (1) the request does not comply with the information and other requirements set forth in the bylaws, as they may from time to time be amended; (2) the request relates to an item of business that is not a proper subject for stockholder action under applicable law; (3) the request is delivered during the period commencing 120 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the earlier of the date of the next annual meeting or 30 days after the first anniversary of the previous annual meeting; (4) the request relates to business substantially similar to what was covered at an annual or special meeting held not more than 12 months, or in the case of director elections 120 days, before the request was delivered;this notice must

Governance of the Company(Continued)

(5) the request relates to substantially similar businessinclude an express consent to be covered at an annual or special meeting callednamed as a director nominee in our proxy materials and to serve as a director if elected, as well as required disclosures and information about, and representations, undertakings and consents by, the Stockholder Nominee to enable the Board to be held within 120 days afterdetermine whether the special meetingStockholder Nominee meets the independence and other general requirements for directors set forth in our bylaws and corporate governance guidelines. We may request is received;additional information to enable us to make these determinations. Stockholders who would like to nominate candidates using proxy access should refer to Section 2.15 of our bylaws, which sets forth all the requirements for proxy access nominations. The Board may exclude any Stockholder Nominee from our proxy materials if the Stockholder Nominee or (6)Eligible Stockholder(s) fail to meet the request was maderequirements or provide the undertakings set forth in a manner that violated the securities lawsour bylaws or corporate governance guidelines and for other applicable law.reasons set forth in our bylaws. See “Communications and Company Documents—Future Stockholder Proposals and Nominations of Directors.”

DIRECTOR INDEPENDENCE

The Board makes determinations regarding the independence of our directors on an annual basis, following a review and recommendation from the Governance and Policy Committee.Committee’s consideration of director independence and related recommendations to the Board. In accordance with our Corporate Governance Guidelines, the Board determines independence on the basis of the definition of “independence” set forth in the corporate governance listing standards of the NYSE.

The Board has reviewedconsidered relevant relationships between the company and each non-employee director to determine compliance with NYSE independence requirements. Based on thatits review, the Board has determined that Dr. Bruner, Adm. Fargo, Ms. Harker, Ms. Kelly, Adm. Miller, Mr. Schievelbein, Mr. von der Heyden, Mr. Welch and Mr. Welch,Wilson, who comprise the Board’s non-employee directors, are independent. The Board has also determined that each current member of the Audit Committee satisfies the additional independence requirements of the SEC and that each current member of the Compensation Committee satisfies the enhanced independence requirements of the NYSE listing standards.

BOARD LEADERSHIP STRUCTURE

The Board recognizesunderstands that one of its primary responsibilities is to evaluate and determine itsthe optimal leadership structure for the Board from time to time to facilitate effective oversight of management. Our bylaws establish the position of Chairman, and our Corporate Governance Guidelines state that the Board believes it is in the best interests of the company and its stockholders for the Board to have the flexibility to determine the best director to serve as Chairman. The independent directors consider this matter on at least an annual basis. This consideration includes the prosadvantages and consdisadvantages of a combined chairman and chief executive officer role and separate chairman and chief executive officer roles in the context of our operating and governance environment over time, with the goal of achieving the optimal model for the Board’s effective oversight of management by the Board.company’s affairs.

Non-Executive Chairman. The Board has considered the Board leadership matter and determined that having an independent, non-executive chairman is the optimal model for the company at this time. This structure provides the Board with independent leadership and allows the chief executive officer to focus on the company’s business operations. The independent directors selectedappointed Adm. Fargo as our non-executive Chairman of the Board at the time the company was spun off in 2011, and he has served as Chairman since that time.

Pursuant to our Corporate

Governance Guidelines, ourof the Company(Continued)

Our non-executive Chairman has the following responsibilities:responsibilities under our Corporate Governance Guidelines:

Governance of the Company(Continued)

Conclusion. All of our directors play an active role in overseeing the company’s business at both the Board and committee levels. The Board is currently comprised of one non-independent director who serves as our Chief Executive Officer and eightnine independent directors. Our independent directors are skilled and experienced leaders in business,industry, education, the military and public policy. Our independent directors are effective in collaborating with management and thoroughly reviewingconsidering proposals made by management, and an independent Board leader supports this relationship. We therefore believe that having a non-executive Chairman of the Board, along with seveneight other strong independent directors, is an appropriate and effective structure at this time to oversee the company’s affairs and to provide advice and counsel to the Chief Executive Officer and other senior management of the company.

BOARD COMMITTEE FUNCTIONS AND MEMBERSHIP

The Board has four standing committees: Audit, Compensation, Governance and Policy and Finance. TheEach of the Audit, Compensation and Governance and Policy Committees are eachis constituted and operated in accordance with SEC requirements and the NYSE’s corporate governance listing standards; the Finance Company is not subject to any such requirements or standards. Each Board committee is governed by a written charter, which sets forth the responsibilities of the committee, including the responsibilities described in this section. Each charter can be viewed on our website at www.huntingtoningalls.com and is available in print to any stockholder requesting a copy. All members of each Board committee are independent, as determined under the corporate governance listing standards of the NYSE.

Governance of the Company(Continued)

Audit Committee. The Audit Committee’s responsibilities include meeting periodically with management and with each of our independent auditor and our Vice President of Internal Audit to review audit results and the adequacy of and compliance with our system of internal controls. In addition, the Audit Committee appoints and discharges our independent auditor, and reviews and approvesevaluates proposed audit and permissible non-audit services to be provided byfrom the independent auditor to evaluatefor their impact on the independence of the auditor.auditor and, if appropriate, approves such services. The members of the Audit Committee are Mr. von der Heyden (chair), Dr. Bruner, Mr. Schievelbein, Mr. Welch and Mr. Welch.Wilson. Mr. Welch joinedWilson was appointed to the Audit Committee on February 24,October 28, 2015. The Board has determined, in accordance with NYSE requirements, that each member of the Audit Committee is financially literate and that Mr.each of Messrs. von der Heyden and Wilson possesses accounting or related financial management expertise. The Board has also determined that Mr.each of Messrs. von der Heyden and Wilson qualifies as an “audit committee financial expert,” as defined under applicable SEC rules.

Governance of the Company(Continued)

Compensation Committee. The Compensation Committee oversees all compensation and benefit programs and actionsmakes compensation decisions that affect our elected officers. The Compensation Committee also provides strategic direction for our overall compensation structure, policies and programs and reviews senior management succession plans. The Compensation Committee reviewsconsiders and recommendsmakes recommendations to the Board of Directors regarding the compensation of directors. The members of the Compensation Committee are Adm. Miller (chair), Adm. Fargo and Ms. Harker. The Board has determined that each member of the Compensation Committee qualifies as a non-employee director under SEC Rule 16b-3 and as an outside director for purposes of section 162(m) of the Internal Revenue Code of 1986. None of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or our Compensation Committee. Accordingly, no interlocks with other companies, within the meaning of the SEC’s proxy rules, existed during 2014.2015.

Governance and Policy Committee. The Governance and Policy Committee is responsible for developing and recommending to the Board of Directors criteria for board membership; identifying, and reviewing the qualifications of, director candidates; and assessing the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board. The Governance and Policy Committee also reviewsconsiders and recommends actionmakes recommendations to the Board regarding transactions with related persons and matters involving corporate governance matters generally and generally oversees the evaluation of the Board of Directors. The members of the Governance and Policy Committee are Ms. Kelly (chair), Adm. Fargo and Mr. Welch. Mr. Welch joined the Governance and Policy Committee on February 24, 2015.

Finance Committee. The Finance Committee oversees and reviews our financial affairs, strategies and policies. The Finance Committee is responsible for reviewing and making recommendations to the Board regarding: our financial policies and strategies, capital structure and financial condition, our issuances of debt and equity securities and significant borrowing transactions, strategic transactions, our dividend policy and stock repurchase programs and significant capital expenditures. The Finance Committee also provides oversight to ensure that our financial policies and strategies are consistent with our capital budget, annual operating plan and strategic plan. The members of the Finance Committee are Mr. Schievelbein (chair), Dr. Bruner, Ms. Harker and Adm. Miller. Dr. Bruner was appointed to the Finance Committee on October 28, 2015, but will retire from the Board on April 29, 2016.

BOARD STRUCTURE

OurPrior to amendment of our certificate of incorporation last year, the Board is currentlywas divided into three classes, of equal size. Eachwith each class of directors is elected for a three-year term of office and until their successors are elected. Thethe terms are staggered so the term of only one class of directors expiresexpired at each annual meeting. Artur G. Davis’ service on the Board ended on January 1, 2015. On February 24, 2015, the Board elected John K. Welch to fill the vacancy in the class of directors with terms expiring in 2016.

At our 2014 annual meeting of stockholders, our stockholders approved a non-binding proposal that the Board take the steps necessary to eliminate our classified board structure. At our 2015 annual meeting, we are asking you to approve

Governance of the Company(Continued)

our stockholders approved an amendment to our certificate of incorporation that would declassify ourto phase out the classification of the Board. If this proposal is approved, we will amendWe amended our certificate of incorporation accordingly, and all directors elected at and after our annual meeting held in 2016 will be elected for one-year terms. Directors elected prior to the 2016 annual meeting, and any directors who may be elected by the Board to replace any of those directors, will continue to serve for the respective three-year terms for which they were elected.

Governance of the Company(Continued)

EXECUTIVE SESSIONS OF NON-EMPLOYEE DIRECTORS

In accordance with our Corporate Governance Guidelines, our directors, with no members of management present (including directors who are also officers of the company), have the opportunity to meet in executive session at each regularly scheduled Board meeting. In addition, our Corporate Governance Guidelines provide that at least one executive session of independent directors iswill be held each year. In 2014,2015, all of our directors, other than our Chief Executive Officer, were independent under NYSE corporate governance listing standards. The independent directors met in executive session at each of the five regular Board meetings during the year. The non-executive Chairman presides over the executive sessions.

The Audit Committee regularlyroutinely meets in separate executive sessions with management, our independent auditor, and our Vice President of Internal Audit and with onlycommittee members of the committee present.only. The Compensation Committee also meets in executive session on a regularroutine basis, with only members of the committee present.

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board’s responsibilities include oversight of risk management, which includes overseeing our system of financial and operational internal controls, our compliance with applicable laws and regulations and our processes for identifying, assessing and managing other significant risks that may affect the company. To discharge these responsibilities, the Board must understand the significant risks to which the company is subject. Risks are inherent in virtually every business decision, and therefore incorporated into our business strategy and thecreates risks. The Board understands that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful, appropriate and managed risk-taking is essential for the company to be competitive and profitable.profitable and successfully execute its business strategy. The Board’s objective in overseeing risk management is to satisfy itself that management is identifying and appropriately assessing and managing our significant risks.

Management has implemented ana robust enterprise risk management (“ERM”) program, which includes periodic risk assessments, risk analysis, theanalyses, development of risk plans for significantenterprise risks, monitoring of significantenterprise risks and routine reports on significantenterprise risks and ERM program activities to senior management and the Board. Our ERM process is managed by an Enterprise Risk Committee, comprised of management from across business units and programmatic and functional disciplines within the company. The Enterprise Risk Committee is responsible for developing enterprise risk assessments, developing and monitoring risk mitigation plans for our significantenterprise risks, monitoring emerging and evolving risks and developing reports and other data to facilitate management decision making and the Board’s risk oversight function. While the Board and its committees oversee risk management, management is responsible for identifying, assessing and managing risk.risks.

The Board and its committees are responsible for understanding and evaluating the company’s ERM processes and determining whether they are functioning appropriately.achieving their objectives. Management provides a general briefing to the Board on an annual basis on the company’s overall ERM program, which includes a review

Governance of the Company(Continued)

report on the results of the company’s latest enterprise risk assessment, a review of the company’s latest roster of significantenterprise risks identified in the annual assessment and assessments of the probabilities of such risks occurring and their potential severity. Management also briefs the Board or a Board committee on a periodic basis on each significant risk, which includes a detailed briefing on the risk by management’s risk owner and the related risk mitigation plan. The Board is updated on an interim basis on any changes to the company’s enterprise risk roster and any other material developments affecting the company’s ERM program.

Governance of the Company(Continued)

Oversight of risk management is a continuous process and inherent in the company’s strategic decisions. The Board and its committees facilitate open communication between management and the directors and foster an appropriate culture of integrity and risk awareness. The Board and its committees engage in communications throughout the year with management regarding risk assessment and risk management, and directors are freeencouraged to and do communicate directly with senior management.

While the full Board has ultimate responsibility for the oversight of risk management, Board committees oversee individual enterprise risks relating to matters within the scope of their authority and report to the full Board with respect to this oversight. All standing Board committees play significant roles in the risk management oversight function. The Audit Committee oversees risks relating to the company’s financial statements, the financial reporting process and accounting and legal matters. The Audit Committee also oversees the internal and external audit functions and compliance with our Code of Ethics and Business Conduct. The Audit Committee meets separatelyin executive sessions with our Vice President of Internal Audit and with representatives of our independent auditing firm to discuss our significant financial exposures and management’s processes for monitoring and managing such exposures.

The Compensation Committee evaluates the risks associated with our compensation principles and practices. As discussed in more detail under Compensation Discussion and Analysis beginning on page 3536 of this proxy statement, the Compensation Committee evaluates and approves compensation programs designed to mitigate compensation risksdiscourage inappropriate risk taking without diminishing the incentive elements of our compensation programs. The Compensation Committee also considers management’s processes for identifying and mitigating potential compensation risks. At least annually, the Compensation Committee reviews,is briefed, and reports to the Board, on our senior management succession plan.

The Governance and Policy Committee monitors potential risks to the effectiveness of the Board, including director succession and committee composition, and the principal policies that guide the company’s governance. The Governance and Policy Committee also considers risks relating to the company’s policies and practices with respect to significant public policy and corporate responsibility matters.

One of the primary responsibilities of theThe Finance Committee is overseeing management’s activities in respectoversees management of risks associated with proposed strategic transactions. The Finance Committee also monitors our financial policies and strategies to ensure their consistency with our capital budget, annual operating plan and strategic plan. In addition, the Finance Committee is responsible for monitoring and overseeing management of risks relating to our capital structure and financial condition, any securities issuances, and significant borrowing transactions and significant capital expenditures.

Governance of the Company(Continued)

BOARD AND COMMITTEE EVALUATIONS

In accordance with our Corporate Governance Guidelines, every year the Board (under the oversight of the Governance and Policy Committee) conducts an annual assessment of the performance of the full Board and individual committees, and the evaluation results are discussed by the Board. The Board is also required to consider the performance of each individual director on a regular basis.

POLICY AGAINST HEDGING AND PLEDGING COMPANY SECURITIES

Our insider trading policy prohibits officers, directors and certain employees from engaging in any of the following transactions for their own account: speculative transactions in company securities,

Governance of the Company(Continued)

pledges of company securities as collateral for a loan or other transaction or hedging transactions involving company securities, including zero cost collar transactions and forward sale contracts.

CODE OF ETHICS AND BUSINESS CONDUCT

Our Board of Directors has adopted a Code of Ethics and Business Conduct, which applies to our directors, officers and employees. This code formsprovides officers, directors and employees with guidelines for making ethical decisions while conducting business on behalf of HII and includes the foundation of a comprehensive process that includes compliance with our corporate policiescommitments the company has made to its employees, customers, stockholders, communities and procedures and encourages a high level of integrity. Our policies and procedures cover all major areas of professional conduct, including employment,suppliers. The code provides guidance on, among other matters, conflicts of interest, corporate opportunities, trading in company securities, political contributions and the protection of confidential information, and require strict adherence to laws and regulations applicable to the conduct of the company’s business. The Code of Ethics and Business Conduct includes provisions applicable to our senior financial officers, as required by SEC rules.information. Employees are required to report any conduct they believe in good faith is an actual or apparent violation of the code. The Code of Ethics and Business Conduct includes provisions applicable to our senior financial officers, as required by SEC rules.

Our Code of Ethics and Business Conduct is available on our website at www.huntingtoningalls.com and is available in print to any stockholder requesting a copy.

MEETINGS AND ATTENDANCE

The Board held five meetings in 2014,2015, and each of these meetings included an executive session of independent directors. In addition, the Board held 2122 committee meetings, comprised of six Audit Committee, five Compensation Committee, five Governance and Policy Committee and fivesix Finance Committee meetings. Each director attended 75% or more of the meetings of the Board and the committees on which he or she served during 2014.2015.

Our Corporate Governance Guidelines establish an expectation that all directors will attend annual meetings of stockholders. All of our directors attendedwho were directors or nominees at the 2014time of the 2015 annual meeting of stockholders.stockholders attended the annual meeting, except Dr. Bruner.

INDEMNIFICATION

We indemnify our directors and our elected officers to the fullest extent permitted by law, so they can be free from undue concern about personal liability in connection with their service to HII. Our bylaws require this indemnification, and we have also entered into agreements with each director and elected officer contractually obligating us to provide this indemnification to him or her.

Communications and Company Documents

We welcome communications from our stockholders and other interested parties, and we make information we believe is important to our stockholders and interested parties available on our website. The following sections describedescribe: how stockholders and other interested parties can communicate with the Board,Board; the information we make available to our stockholders and other interested parties and where you can find that informationinformation; and the procedures that stockholders must follow to propose matters for consideration at our annual meetings or to nominate persons for election as directors at our annual meetings.

COMMUNICATIONS AND COMPANY DOCUMENTS

Stockholders and other interested parties can communicate with the Board, our non-executive Chairman, our independent directors as a group, individual directors or any of the standing Board committees in care of the Corporate Secretary, Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607. At the direction of the Board, all mail received may be opened and screened for security purposes. The mail will then be registered.

Communications from stockholders and other interested parties are distributed to the Board, a committee or any individual director or directors, as appropriate, depending on the facts and circumstances of the communication. The Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be excluded or redirected, as appropriate, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; and surveys. In addition, communications that are unduly hostile, threatening or similarly unsuitable will be excluded; however,excluded. Notwithstanding the foregoing, any communication will be made available to any director upon his or her request.

Our website contains our Restated Certificate of Incorporation, CertificateCertificates of Amendment of Restated Certificate of Incorporation, Restated Bylaws, Corporate Governance Guidelines, standing Board committee charters, and Code of Ethics and Business Conduct and a link to our SEC filings. To view these documents, go to www.huntingtoningalls.com, click on “Investor Relations” and click on “Corporate Governance.” We will post any amendments to our Code of Ethics and Business Conduct on our website. If we waive a provision of the Code of Ethics and Business Conduct with respect to our chief executive officer, chief financial officer or principal accounting officer, we will post information about the waiver at the same location on our website. To view our SEC filings and Forms 3, 4 and 5 filed by our directors and executive officers, go to www.huntingtoningalls.com, click on “Investor Relations” and click on “SEC Filings.”

We will promptly deliver free of charge to any requesting stockholder a copy of our Annual Report on Form 10-K for the year ended December 31, 20142015 (without exhibits, when applicable)exhibits), Corporate Governance Guidelines, standing Board committee charters and Code of Ethics and Business Conduct. Requests should be directed to: Corporate Secretary, Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607.

You can also print copies of these documents from our website at www.huntingtoningalls.com. The information on our website is not a part of this proxy statement.

FUTURE STOCKHOLDER PROPOSALS AND NOMINATIONS OF DIRECTORS

Stockholders may present proposals for consideration at a future meeting of stockholders only if they comply with the requirements of the proxy rules established by the SEC and the requirements of our bylaws.

Communications and Company Documents(Continued)

Under SEC Rule 14a-8, if a stockholder wants us to include a proposal in our proxy statement and form of proxy for presentation at our 20162017 annual meeting of stockholders, the proposal must be received by us by November 20, 2015,18, 2016, at our principal executive offices located at Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607. The proposal should be sent to the attention of the Corporate Secretary.

Article II, Section 2.08 of our bylaws contains the procedures that a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders outside of SEC Rule 14a-8. Assuming that our 20162017 annual meeting is held within 30 days before or after the anniversary of the 20152016 annual meeting (April 30, 2015)29, 2016), we must receive the notice of your intention to introduce a nomination or to propose an item of business at our 20162017 annual meeting not less than 90 days nor more than 120 days in advance of the anniversary of the date on which we first mailed the proxy materials for our 2016 annual meeting (March 19, 2015)18, 2016), or between November 20, 201518, 2016 and December 20, 2015.18, 2016.

The notice must be submitted in writing to our principal executive offices located at Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607. The notice should be sent to the attention of the Corporate Secretary. Our bylaws specify the information that must be contained in the notice. Our bylaws are posted on our website, www.huntingtoningalls.com, and can be accessed by clicking “Investor Relations” and “Corporate Governance.”

Article II, Section 2.15 of our bylaws contains the procedures eligible stockholders must follow to nominate persons for election as directors and to have those candidates included in our proxy materials. Assuming that our 2017 annual meeting of stockholders is held within 30 days before or after the anniversary of the 2016 annual meeting (April 29, 2016), we must receive the notice of your intention to make a proxy access nomination not less than 120 days nor more than 150 days in advance of the anniversary of the date on which we first mailed the proxy materials for our 2016 annual meeting (March 18, 2016), or between October 19, 2016 and November 18, 2016.

The Board of Directors

We believe our directors havethe qualifications, skills and experience thatexperiences of our directors are consistent with our criteria for the selection of directors and that, collectively, our directors as a group, have functioned effectively together in overseeing the affairs of the company over the last year. All eight

Mr. Wilson was elected by the Board on October 28, 2015, to fill a vacancy created when the Board increased its size to ten directors. He was recommended as a candidate for director by one of our independent directors. The remaining nine directors have served on the Board since our last annual meeting.

OurIn March 2016, Robert F. Bruner and Karl M. von der Heyden informed us of their decisions to retire from the Board, effective April 29, 2016. The Board waived its age limit in 2015 to nominate Mr. von der Heyden for another three-year term to facilitate transition of DirectorsAudit Committee chairmanship responsibilities to another director. We appointed two new directors to the Audit Committee in 2015, and Mr. von der Heyden decided to retire from the Board following the 2016 annual meeting. HII thanks Dr. Bruner and Mr. von der Heyden for their service to the company and wishes each of them continued success in their future endeavors.

At this time, the Board is currentlynot nominating candidates for the seats held by Dr. Bruner and Mr. von der Heyden, and proxies cannot be voted for candidates other than the three nominees named in this proxy statement.

Prior to amendment of our certificate of incorporation last year, the Board was divided into three classes, of equal size. Eachwith each class of directors is elected for a three-year term of office and until their successors are elected. Thethe terms are staggered so the term of only one class of directors expiresexpired at each annual meeting. Artur G. Davis’ service on the Board ended on January 1, 2015. On February 24, 2015, the Board elected John K. Welch to fill the vacancy in the class of directors with terms expiring in 2016.

At our 20142015 annual meeting, of stockholders, our stockholders approved a non-binding proposal that the Board take the steps necessary to eliminate our classified board structure. At this annual meeting, we are asking you to approve an amendment to our certificate of incorporation that would declassify ourto phase out the classification of the Board. If this proposal is approved, we will amendWe amended our certificate of incorporation accordingly, and all directors elected at and after our annual meeting held in 2016 will be elected for one-year terms. Directors elected prior to the 2016 annual meeting and any directors who may be elected by the Board to replace any of those directors, will continue to serve for the respective three-year terms for which they were elected.

ROBERT F. BRUNER

Director since 2011

Term will expire at 2016 annual meeting

Dr. Bruner, age 65, currently serves as the dean of the Darden Graduate School of Business Administration at the University of Virginia, where he has been a faculty member since 1982.

Positions Held: Dr. Bruner is a financial economist whose research focuses in the areas of mergers and acquisitions, capital structure management, commercial and investment banking and corporate finance, and he has worked as a consultant for leading banks and professional services firms to train employees on these subjects. Dr. Bruner was the founding co-editor of the Emerging Markets Review. From 1996 to 2010, he served as Co-Editor of Educator: Courses, Cases, and Teaching, which is a successor to Finance Teaching and Case Abstracts, founded by Dr. Bruner in 1996. Dr. Bruner served as a Director of the Graduate Management Admission Council from 2006 to 2009, and chaired a Task Force on the Globalization of Management for AACSB International. From 2009 to 2011, he was Chairman of the Board of the Consortium for Graduate Study in Management. Prior to his time in academia, Dr. Bruner was an investment analyst and loan officer at First Chicago Corporation for three years, and also served in the U.S. Army Reserve from 1971 to 1977.DIRECTOR NOMINEES

Education: Dr. Bruner received a B.A. from Yale University and an M.B.A. and a D.B.A. from Harvard University.

Qualifications, Experience, Attributes and Skills: We believe that Dr. Bruner is qualified to serve as a director based on his extensive experience as a financial economist, his long academic career, including his experience as the dean of a graduate school of business, his experience serving as a director of several educational organizations, and his previous banking and finance experience.

The Board of Directors(Continued)

THOMAS B. FARGO

Director since 2011

Nominee for director at this annual meeting

Term will expire at 20162017 annual meeting, if elected

Adm. Fargo, age 66,67, is Chairman of the Board of Directors of Huntington Ingalls Industries, Inc.

Positions Held:Adm. Fargo has led companies in both the transportation and research and development sectors. He served as Commander of the U.S. Pacific Command, leading the largest unified command while directing the joint operations of the Army, Navy, Marine Corps and Air Force from May 2002 until his retirement from the U.S. Navy in March 2005. His 35 years of service included six tours in Washington, D.C. and five commands in the Pacific, Indian Ocean and Middle East, which included Commander-in-Chief of the U.S. Pacific Fleet, Commander Fifth Fleet and Naval Forces of the Central Command.

Current Public Company Directorships:Adm. Fargo serves on the boards of directors of Matson, Inc., the Greenbrier Companies, Inc. and Hawaiian Electric Industries, Inc. (Hawaiian Electric Company).

Prior Public Company Directorships (within the last five years):Adm. Fargo served on the board of directors of Northrop Grumman Corporation, Alexander & Baldwin, Inc. and Hawaiian Holdings, Inc. (Hawaiian Airlines, Inc.), including as Chairman of its Compensation Committee.

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Other Directorships and Memberships and Education:Adm. Fargo currently holds the John M. Shalikashvili Chair at the National Bureau of Asian Research. He also serves on the boards of directors of United Services Automobile Association (USAA), the United States Naval Academy Foundation, the Japan-America Society of Hawaii, the Iolani School Board of Governors and the Friends of Hawaii Charities. Adm. Fargo is a graduate of the United States Naval Academy.

Qualifications, Experience, Attributes and Skills:We believe that Adm. Fargo is qualified to serve as a director based onupon his service as Commander of the largest military command in the world and his senior military, government and operations expertise. His public company board experience has given him expertise in corporate governance, aerospace and defense, transportation and finance. Adm. Fargo has received formal training in board service at Harvard University and Stanford University. He also possesses specialized knowledge in both national and homeland security that is directly relevant to our core business and customers.

VICTORIA D. HARKERJOHN K. WELCH

Director since 2012

Term will expire at 2017 annual meeting

Ms. Harker, age 50, is the Chief Financial Officer of Gannett Co., Inc.

Positions Held: Prior to joining Gannett in June 2012, Ms. Harker had served as Chief Financial Officer since 2006 and as President of Global Business Services since 2011 of The AES Corporation, a multinational power company. Before joining AES, she was the acting Chief Financial Officer and Treasurer of MCI, Inc. from November 2002 through January 2006, and Chief Financial Officer of MCI Group, a unit of Worldcom, Inc., from 1998 to 2002.

Current Public Company Directorships: Ms. Harker serves on the Board of Directors of Xylem, Inc. (formerly ITT), a global water infrastructure company, and as Chair of its Audit Committee and a member of its Leadership Development and Compensation Committee.

Prior Public Company Directorships (within the last five years): Ms. Harker served on the Board of Directors and as a member of the Finance and Audit Committees of the Board of Darden Restaurants, Inc. from 2009 to 2014.

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Other Directorships and Memberships and Education: Ms. Harker is a member of the University of Virginia’s Board of Visitors, where she chairs the Finance Committee and is a member of the Executive Committee, as well as the Special Committee on Governance and the Committee on the University of Virginia’s College at Wise. She is a trustee of the University of Virginia Alumni Association’s $250M Jefferson Trust and participates as an emeritus society member of the Board of WolfTrap Foundation for the Performing Arts. Ms. Harker received a B.A. from the University of Virginia and an M.B.A. from American University.

Qualifications, Experience, Attributes and Skills: We believe Ms. Harker is qualified to serve as a director based on the significant experience in business and finance that she has accumulated serving as chief financial officer and in other senior management positions with other large publicly-traded companies, as well as her experience serving on boards and board committees of other publicly-traded companies.

ANASTASIA D. KELLY

Director since 2011

Term will expire at 2017 annual meeting

Ms. Kelly, age 65, is a Co-Managing Partner of DLA Piper Americas.

Positions Held: Prior to joining DLA Piper, Ms. Kelly was an executive officer of American International Group, Inc. from 2006 to 2010, serving as Executive Vice President and General Counsel from 2006 to January 2009 and as Vice Chairman until December 2009, positions for which she was responsible for addressing legal, regulatory, corporate governance and risk management issues. Prior to joining American International Group, Ms. Kelly was an executive and general counsel of several large, publicly-traded companies, including MCI/ WorldCom, Sears, Roebuck and Co., and Fannie Mae.

Current Public Company Directorships: Ms. Kelly serves as a director and Chair of the Risk Committee and a member of the Governance and Nominating Committee of Owens-Illinois, Inc., the world’s largest manufacturer of glass containers.

Other Directorships and Memberships and Education: Ms. Kelly serves on the boards of numerous philanthropic organizations. She serves as a director of the Cardiovascular Institute at George Washington University Hospital, and is a member of the Rock Center for Corporate Governance at Stanford University Law School. Ms. Kelly is also past Chair of Equal Justice Works and a director of Lawyers for Children America. She was a director of Saxon Capital from 2005 to 2007. Ms. Kelly received a B.A., cum laude, from Trinity University and a J.D., magna cum laude, from George Washington University Law School. She is a member of the Texas Bar and the District of Columbia Bar and a Fellow of the American Bar Foundation.

Qualifications, Experience, Attributes and Skills: We believe that Ms. Kelly is qualified to serve as a director based on her many years of experience as a senior executive and general counsel of several large, publicly traded companies, her experience as a director of another public company, and her varied business and legal experience.

PAUL D. MILLER

Director since 20112015

Nominee for director at this annual meeting

Term will expire at 2018 annual meeting, if elected

Adm. Miller, age 73, served as Chairman and CEO of Alliant Techsystems Inc., an aerospace and defense company, from 1999 until his retirement in 2005.

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Positions Held: Adm. Miller was President and CEO of Sperry Marine, Inc. from 1994 to 1998. During his 30-year career with the U.S. Navy, Adm. Miller served as Commander-in-Chief, U.S. Atlantic Command, one of five U.S. theater commands, and served concurrently as NATO Supreme Allied Commander-Atlantic.

Current Public Company Directorships: Since 2001, Adm. Miller has served on the boards of directors and as a member of the Audit Committees of both Donaldson Company, Inc. and Teledyne Technologies, Incorporated.

Other Directorships and Education: Adm. Miller was a director of Atlantic Marine Inc., a private company, from 2009 until the company was sold in 2010. He has a B.A. from Florida State University, completed the U.S. Navy War College, has an M.B.A. from the University of Georgia and completed the Executive Management Program (PDM) at Harvard Business School.

Qualifications, Experience, Attributes and Skills: We believe that Adm. Miller is qualified to serve as a director based on his 30 years of experience with the U.S. Navy, his experience as the chairman and chief executive officer of an aerospace and defense company, and his experience as a director of other public and private companies.

C. MICHAEL PETTERS

Director since 2011

Nominee for director at this annual meeting

Term will expire at 20182017 annual meeting, if elected

Mr. Petters, age 55, is the President and Chief Executive Officer of Huntington Ingalls Industries, Inc.

Positions Held: Mr. Petters served as President of Northrop Grumman Shipbuilding from 2008, when it was formed, until 2011, when it was spun off to form HII. Prior to that, he was President of Northrop Grumman Newport News beginning in 2004. Since joining Newport News Shipbuilding and Dry Dock Company, Inc. in 1987, his responsibilities have 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 stint in the U.S. Navy, Mr. Petters served aboard the nuclear-powered submarine USS Bancroft, and he spent five years in the Naval Reserve.

Other Directorships and Memberships and Education: Mr. Petters serves on the board of directors of the U.S. Naval Academy Foundation, and is a member of the board of trustees of the Naval Aviation Museum Foundation. He holds a B.S. in physics from the United States Naval Academy and an M.B.A. from the College of William and Mary.

Qualifications, Experience, Attributes and Skills: We believe that Mr. Petters is qualified to serve as a director based on his experience as our President and Chief Executive Officer, his experience as President of our predecessor companies, his experience in operations and in other senior management positions of our predecessor companies, and his military experience as a naval officer.

THOMAS C. SCHIEVELBEIN

Director since 2011

Term will expire at 2017 annual meeting

Mr. Schievelbein, age 61, is the Chairman, President and Chief Executive Officer of The Brink’s Company and a director of New York Life Insurance Co.

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Positions Held: Mr. Schievelbein served as President of Northrop Grumman Newport News and was a member of the Northrop Grumman Corporate Policy Council from November 2001 until his retirement in November 2004. He served as Chief Operating Officer of Newport News Shipbuilding Inc. from 1995 until 2001 and was responsible for the design, construction and maintenance of nuclear-powered aircraft carriers and submarines. His experience includes the Virginia -class submarine program, CVN-76, CVN-77, and CVN-21 aircraft carrier programs, aircraft carrier overhaul and refueling, submarine fleet maintenance, commercial and naval ship repair, and business development.

Current Public Company Directorships: Mr. Schievelbein has served on the board of directors of The Brink’s Company since March 2009 and has been Chairman of that board since June 2012. He previously served as a member of its Audit and Compensation Committees. Mr. Schievelbein has served on the board of directors of New York Life Insurance Co. since 2006 and currently serves as Chairman of the Compensation Committee and a member of the Audit Committee and Governance Committee.

Prior Public Company Directorships (within the last five years): Mr. Schievelbein previously served on the Board of Directors of McDermott International Inc. from 2004 to 2012.

Other Directorships and Memberships and Education: Mr. Schievelbein is a past member of the Secretary of the Navy’s Advisory Panel and was a director of the United States Naval Academy Foundation from 2004 through 2012. He holds a B.S. in Marine Engineering from the United States Naval Academy and a Master’s Degree in Nuclear Engineering from the University of Virginia.

Qualifications, Experience, Attributes and Skills: We believe that Mr. Schievelbein is qualified to serve as a director based on his experience as the President and Chief Operating Officer of Northrop Grumman Newport News and Chief Operating Officer of Newport News Shipbuilding Inc., his experience as Chairman, President and Chief Executive Officer of a public company, and his experience serving as a director of a number of public companies.

KARL M. VON DER HEYDEN

Director since 2011

Nominee for director at this annual meeting

Term will expire at 2018 annual meeting, if elected

Mr. von der Heyden, age 78, is the retired Vice Chairman of PepsiCo, Inc.

Positions Held: Mr. von der Heyden was Vice Chairman of the Board of Directors of PepsiCo, Inc. from 1996 to 2001, where he also served in various senior management capacities, including as Chief Financial Officer. He was previously Co-Chairman and Chief Executive Officer of RJR Nabisco, Inc., President and Chief Executive Officer of Metallgesellschaft Corp., and Senior Vice President, Chief Financial Officer and a director of H.J. Heinz Company.

Prior Public Company Directorships (within the last five years): Mr. von der Heyden has served as a director of DreamWorks Animation SKG Inc. (October 2005 to June 2009), Macy’s, Inc. (February 1992 to May 2010), and NYSE Euronext, Inc. (December 2005 to May 2008.)

Other Directorships and Memberships and Education: Mr. von der Heyden is a former director of Aramark Corporation (September 2001 to December 2006) and PanAmSat (March 2005 to May 2006) and a former trustee of Duke University, the YMCA of Greater New York, and other non-profit organizations. He served as Chairman of the Financial Accounting Standard Board’s Advisory Council

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and was a senior adviser to the Clipper Group, a private equity firm. He attended the Free University of Berlin and received a B.A. from Duke University and M.B.A. from the Wharton School of Business at the University of Pennsylvania. He also received a CPA certificate.

Qualifications, Experience, Attributes and Skills: We believe that Mr. von der Heyden is qualified to serve as a director based on his experience as chief executive officer and chief financial officer of several large public companies, his experience as a director of numerous public companies and not-for-profit entities, and his varied business and finance experience.

JOHN K. WELCH

Director since 2015

Term will expire at 2016 annual meeting

Mr. Welch, age 65,66, was President and Chief Executive Officer of Centrus Energy Corp. from October 2005 until his retirement in October 2014.

Positions Held:Mr. Welch was President and Chief Executive Officer of Centrus Energy Corp. (formerly USEC Inc.) from October 2005 until his retirement in October 2014. He was previously a senior executive with General Dynamics Corporation, retiring from the company in 2003 as Executive Vice President for the Marine Systems Group, which included Bath Iron Works, Electric Boat and National Steel and Shipbuilding Company (NASSCO). During his career with General Dynamics, which began in 1989, Mr. Welch also served as President of Electric Boat, Vice President of Programs for Electric Boat, with responsibility for new construction, overhaul and repair programs, material acquisition and information technology, and Vice President for Program Development at Electric Boat, with responsibility for strategic planning, program and product marketing and high-technology program acquisition and management. Mr. Welch served over seven years on active duty with the U.S. Navy as a nuclear submarine officer and retired from the Naval Reserve.

Prior Public Company Directorships (within the last five years):Mr. Welch served on the Boardboard of Directorsdirectors of Centrus Energy Corp. and its predecessor, USEC Inc., from 2005 until 2013.

Other Directorships and Memberships and Education:Mr. Welch is Chairman of the Board of Battelle Memorial Institute and serves on the board of Precision Custom Components.Mount St. Joseph High School. He earnedreceived a B.S.’Bachelor of Science in aerospace engineering from the U.S. Naval Academy, a mastersMaster’s Degree in aeronautical engineering from the Naval Postgraduate School and an M.B.A. from Loyola College.

Qualifications, Experience, Attributes and Skills:We believe that Mr. Welch is qualified to serve as a director based onupon his senior executive experience at other public companies in the shipbuilding and energy markets, including his experience as executive vice president of the primary competitor to our core shipbuilding business. Mr. Welch also brings experience as a director of other public and private companies and not-for-profit entities.

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Additional Information. Mr. Welch is the retired President and Chief Executive Officer of Centrus Energy Corp. (formerly USEC Inc.). Centrus Energy filed a voluntary petition under Chapter 11 of the federal bankruptcy code on March 5, 2014. On September 30, 2014, Centrus Energy emerged from Chapter 11, prior to Mr. Welch’s retirement from the company.

STEPHEN R. WILSON

Director since 2015

Nominee for director at this annual meeting

Term will expire at 2017 annual meeting, if elected

Mr. Wilson, age 69, is an independent business consultant and retired Executive Vice President and Chief Financial Officer of RJR Nabisco, Inc.

Positions Held:Mr. Wilson has served in general management, finance and planning capacities at major companies for nearly 30 years. Since 2015, he has served as an independent consultant at Arthur J. Gallagher & Co., a global insurance brokerage and risk management services firm. Prior to that, Mr. Wilson was an independent consultant at Brock Capital Group LLC, an investment bank, from 2010 until 2014. He was a partner at Camelot Equity Partners from 2007 until 2010. Mr. Wilson has also served in various executive roles, including as: Executive Vice President and Chief Financial Officer of RJR Nabisco, Inc.; Chief Financial Officer of Pepsi Cola USA; Chief Financial Officer of Frito-Lay International and President of Frito-Lay Brazil; Senior Vice President and Chief Financial Officer and, later, President of Cadbury Beverages North America; and Executive Vice President, Finance and Administration and Chief Financial Officer and, later, Chief Administrative Officer of Footstar, Inc.

Prior Public Company Directorships:Mr. Wilson served on the board of directors of Newport News Shipbuilding, Inc. from 1996 until the company was acquired by Northrop Grumman Corporation in 2002. He also served as chairman of the Audit Committee and as a member of the Compensation and Executive Committees. Mr. Wilson served on the board of directors of Majesco Entertainment Company from 2006 through 2015 and as chairman of the Nominating and Governance Committee and the Audit Committee.

Other Directorships and Memberships and Education:Mr. Wilson currently serves on the board of directors of Blue Man Productions. He previously served: as Finance Director and on the board of directors of Reckitt & Colman PLC; on the statutory board of Natwest Bancorp North America; on the board of directors of Middlesex Mutual Assurance; on the national advisory board of LEK Consulting; on the national advisory board of Chase Bank; on the national advisory board of Parson Consulting; and on the board of directors of Knobias, Inc. Mr. Wilson currently serves on the board of directors of Blue School and previously served on the boards of the South Bronx Educational Foundation and the Manhattan Theatre Club. He graduated from the U.S. Naval Academy, served as a Lieutenant in the U.S. Navy and received a M.B.A. from the Harvard Business School.

Qualifications, Experience, Attributes and Skills:We believe Mr. Wilson is qualified to serve as a director based upon his experience as chief financial officer, and chief executive officer of significant operating units, of several large public companies and his prior service on the board of directors of Newport News Shipbuilding, prior to its acquisition by Northrop Grumman, and more recently on the board of another public company.

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CONTINUING DIRECTORS

VICTORIA D. HARKER

Director since 2012

Term will expire at 2017 annual meeting

Ms. Harker, age 51, is an Executive Vice President and the Chief Financial Officer of Tegna, Inc.

Positions Held:Ms. Harker began serving in her current position in June 2015, when Tegna separated from Gannett Co., Inc. Prior to that and from June 2012, she served as Chief Financial Officer of Gannett. Ms. Harker served as Chief Financial Officer from 2006 and as President of Global Business Services from 2011 of The AES Corporation, a multinational power company. Before joining AES, she was the acting Chief Financial Officer and Treasurer of MCI, Inc. from November 2002 through January 2006, and Chief Financial Officer of MCI Group, a unit of Worldcom, Inc., from 1998 to 2002.

Current Public Company Directorships:Ms. Harker serves on the board of directors of Xylem, Inc. (formerly ITT), a global water infrastructure company, and as Chair of its Audit Committee and a member of its Leadership Development and Compensation Committee.

Prior Public Company Directorships (within the last five years):Ms. Harker served on the board of directors and as a member of the Finance and Audit Committees of the Board of Darden Restaurants, Inc. from 2009 to 2014.

Other Directorships and Memberships and Education:Ms. Harker is a member of the University of Virginia’s Board of Visitors, where she chairs the Finance Committee and serves as a member of the Executive Committee, the Special Committee on Governance and the Committee on the University of Virginia’s College at Wise. She is a trustee of the University of Virginia Alumni Association’s $250M Jefferson Trust and participates as an emeritus society member of the Board of WolfTrap Foundation for the Performing Arts. Ms. Harker received a B.A. from the University of Virginia and an M.B.A. from American University.

Qualifications, Experience, Attributes and Skills:We believe Ms. Harker is qualified to serve as a director based upon the significant experience in business and finance she has accumulated serving as chief financial officer and in other senior management positions with large publicly-traded companies, as well as her experience serving on boards and board committees of other publicly-traded companies.

ANASTASIA D. KELLY

Director since 2011

Term will expire at 2017 annual meeting

Ms. Kelly, age 66, is a Co-Managing Partner of DLA Piper Americas.

Positions Held:Prior to joining DLA Piper, Ms. Kelly was an executive officer of American International Group, Inc. from 2006 to 2010, serving as Executive Vice President and General Counsel from 2006 to January 2009 and as Vice Chairman until December 2009, positions for which she was responsible for addressing legal, regulatory, corporate governance and risk management issues. Prior to joining American International Group, Ms. Kelly was an executive and general counsel of several large, publicly-traded companies, including MCI/ WorldCom, Sears, Roebuck and Co. and Fannie Mae.

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Current Public Company Directorships:Ms. Kelly serves as a director and Chair of the Risk Committee and a member of the Governance and Nominating Committee of Owens-Illinois, Inc., the world’s largest manufacturer of glass containers.

Other Directorships and Memberships and Education:Ms. Kelly serves on the boards of numerous philanthropic organizations. She serves as a director of the Cardiovascular Institute at George Washington University Hospital, and is a member of the Rock Center for Corporate Governance at Stanford University Law School. Ms. Kelly is also past Chair of Equal Justice Works and a director of Lawyers for Children America. She was a director of Saxon Capital from 2005 to 2007. Ms. Kelly received a B.A., cum laude, from Trinity University and a J.D., magna cum laude, from George Washington University Law School. She is a member of the Texas Bar and the District of Columbia Bar and a Fellow of the American Bar Foundation.

Qualifications, Experience, Attributes and Skills:We believe Ms. Kelly is qualified to serve as a director based upon her many years of experience as a senior executive and general counsel of several large, publicly traded companies, her experience as a director of another public company, and her varied business and legal experience.

PAUL D. MILLER

Director since 2011

Term will expire at 2018 annual meeting

Adm. Miller, age 74, served as Chairman and CEO of Alliant Techsystems Inc., an aerospace and defense company, from 1999 until his retirement in 2005.

Positions Held:Adm. Miller was President and CEO of Sperry Marine, Inc. from 1994 to 1998. During his 30-year career with the U.S. Navy, Adm. Miller served as Commander-in-Chief, U.S. Atlantic Command, one of five U.S. theater commands, and served concurrently as NATO Supreme Allied Commander-Atlantic.

Current Public Company Directorships:Since 2001, Adm. Miller has served on the board of directors and as a member of the Audit Committee of Teledyne Technologies, Incorporated.

Prior Public Company Directorships (within the last five years):Adm. Miller served on the board of directors and as a member of the Audit Committee of Donaldson Company, Inc. from 2001 until 2015.

Other Directorships and Memberships and Education:Adm. Miller was a director of Atlantic Marine Inc., a private company, from 2009 until the company was sold in 2010. He received a B.A. from Florida State University, completed the U.S. Navy War College, received an M.B.A. from the University of Georgia and completed the Executive Management Program (PDM) at Harvard Business School.

Qualifications, Experience, Attributes and Skills:We believe Adm. Miller is qualified to serve as a director based upon his 30 years of experience with the U.S. Navy, his experience as the chairman and chief executive officer of an aerospace and defense company and his experience as a director of other public and private companies.

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C. MICHAEL PETTERS

Director since 2011

Term will expire at 2018 annual meeting

Mr. Petters, age 56, is President and Chief Executive Officer of Huntington Ingalls Industries, Inc.

Positions Held:Mr. Petters served as President of Northrop Grumman Shipbuilding from 2008, when it was formed, until 2011, when it was spun off to form HII. Prior to that, he was President of Northrop Grumman Newport News beginning in 2004. Since joining Newport News Shipbuilding and Dry Dock Company, Inc. in 1987, his responsibilities have included oversight of theVirginia-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 USSBancroft, and he spent five years in the Naval Reserve.

Other Directorships and Memberships and Education:Mr. Petters serves on the board of directors of the U.S. Naval Academy Foundation, and is a member of the board of trustees of the Naval Aviation Museum Foundation. He received a B.S. in physics from the United States Naval Academy and an M.B.A. from the College of William and Mary.

Qualifications, Experience, Attributes and Skills:We believe Mr. Petters is qualified to serve as a director based upon his experience as our President and Chief Executive Officer, his experience as President of our predecessor companies, his experience in operations and other senior management positions of our predecessor companies and his military experience as a naval officer.

THOMAS C. SCHIEVELBEIN

Director since 2011

Term will expire at 2017 annual meeting

Mr. Schievelbein, age 62, is the Chairman, President and Chief Executive Officer of The Brink’s Company.

Positions Held:Mr. Schievelbein served as President of Northrop Grumman Newport News and was a member of the Northrop Grumman Corporate Policy Council from November 2001 until his retirement in November 2004. He served as Chief Operating Officer of Newport News Shipbuilding Inc. from 1995 until 2001 and was responsible for the design, construction and maintenance of nuclear-powered aircraft carriers and submarines. His experience includes theVirginia-class submarine program, CVN-76, CVN-77 and CVN-21 aircraft carrier programs, aircraft carrier overhaul and refueling, submarine fleet maintenance, commercial and naval ship repair and business development.

Current Public Company Directorships:Mr. Schievelbein has served on the board of directors of The Brink’s Company since March 2009 and has been Chairman of that board since June 2012. He previously served as a member of its Audit and Compensation Committees. Mr. Schievelbein has served on the board of directors of New York Life Insurance Co. since 2006 and currently serves as Chairman of the Compensation Committee and a member of the Audit Committee and Governance Committee.

Prior Public Company Directorships (within the last five years):Mr. Schievelbein previously served on the board of directors of McDermott International Inc. from 2004 to 2012.

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Other Directorships and Memberships and Education:Mr. Schievelbein is a past member of the Secretary of the Navy’s Advisory Panel and was a director of the United States Naval Academy Foundation from 2004 through 2012. He received a B.S. in Marine Engineering from the United States Naval Academy and a Master’s Degree in Nuclear Engineering from the University of Virginia.

Qualifications, Experience, Attributes and Skills:We believe Mr. Schievelbein is qualified to serve as a director based upon his experience as the President and Chief Operating Officer of Northrop Grumman Newport News and Chief Operating Officer of Newport News Shipbuilding Inc., his experience as Chairman, President and Chief Executive Officer of a public company and his experience serving as a director of other public companies.

Director Compensation

Director compensation elements are designed to:

Non-employee director compensation is reviewedevaluated by the Compensation Committee, which makes recommendations to the full Board for consideration and approval. In 2015, our independent compensation consultant, Exequity LLP (“Exequity”), conducted a review of the competitive market with respect to outside director compensation. Exequity’s review considered the following director compensation elements: board-related pay, committee-related pay, equity pay, total director compensation and chairman of the board compensation. Based upon an analysis of the 16 companies that comprise the peer group for our 2015 NEO compensation analysis, as well as supplemental general industry data gathered from Fortune 500 companies, Exequity concluded that HII’s outside director total compensation is competitive within our market. Our executive officers areCEO is not paid additional compensation for theirhis service on our Board of Directors.

DIRECTOR COMPENSATION PROGRAM

Our director compensation program for non-employee directors is comprised of both cash retainers and equity awards in the form of either restricted stock units or shares of our common stock, in each case granted under our 2012 Long-Term Incentive Stock Plan.

TheNon-employee directors receive an annual cash retainer for non-employee directors isof $100,000. The additional annual cash retainer for serving as non-executive Chairman of the Board is $250,000. The additional annual cash retainers for serving as chairs of our standing Board committees are: $20,000 for Audit; $15,000 for Compensation; $15,000 for Governance and Policy; and $15,000 for Finance. The additional annual cash retainers for serving as members (but not as chairs) of the Board committees are: $15,000 for Audit; $5,000 for Compensation; $5,000 for Governance and Policy; and $5,000 for Finance. Cash retainer amountsretainers are paid on a quarterly basis at the end of each quarter in arrears.

Non-employee directors receive an annual equity award in the form of restricted stock units or shares of our common stock, valued at $100,000. On the first trading day of each quarter, each non-employee director is granted a number of restricted stock units or shares determined by dividing $25,000 by the per share closing price of our common stock on the NYSE on the date of grant, rounded down to the nearest whole unit or share.

Restricted stock unit awards are fully vested at date of grant and generally become payable within 30 days following the date a non-employee director ceases to provide services as a member ofserve on the Board. Non-employee directors are entitled to receive dividend equivalents with respect to their outstanding and unpaid restricted stock units. Dividend equivalents are paid in the form of a credit of additional restricted stock units and are subject to the same vesting, payment and other provisions as the underlying restricted stock units.

Beginning January 1, 2015, ifIf a non-employee director owns shares of our common stock equal tohaving a value at least five times the director’s annual cash retainer, the director may elect to receive his or her annual equity award in the form of either shares of our common stock or stock units that are payable in the fifth calendar year

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after the year in which the annual equity award is earned (or, if earlier, upon termination of the director’s board service). The common stock or stock units are fully vested on the date of grant.

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20142015 DIRECTOR COMPENSATION TABLE

The following table sets forth the compensation for the year ended December 31, 2014,2015, of our non-employee directors who served during any part of 2014.2015.

Executive Compensation

INTRODUCTION

This section provides information about our executive compensation program with respect to the 20142015 compensation of our NamedPrincipal Executive Officers.Officer, Chief Financial Officer and three other most highly-compensated executive officers in 2015 (our “Named Executive Officers”). It begins with biographies of our Named Executive Officers. Next is the Compensation Discussion and Analysis, which explains how and why the Compensation Committee made its compensation decisions for the Named Executive Officers, followed by the Report of our Compensation Committee. Finally, this section includes the detailed executive compensation tables in the format required by the SEC, with related narrative disclosure.

NAMED EXECUTIVE OFFICER BIOGRAPHIES

The following biographies provide information regarding the experience of our Named Executive Officers.

C. Michael Petters, President and Chief Executive Officer

Mr. Petters is President and Chief Executive Officer of HII. He assumed this role on March 31, 2011, when Northrop Grumman Shipbuilding began operating as the newly-formed and publicly-owned Huntington Ingalls Industries following a spin-off from Northrop Grumman Corporation. Mr. Petters is also a member of our Board of Directors.

Mr. Petters is responsible for leading the design, construction and overhaul of conventionally-powered surface combatants, amphibious and auxiliary ships and nuclear-powered submarines and aircraft carriers, as well as business opportunities in adjacent markets. From 2008 until he assumed his current position, he served as president of Northrop Grumman Shipbuilding. Prior to that, he served as president of the Newport News sector of Northrop Grumman Corporation.

Mr. Petters joined Newport News Shipbuilding in 1987 in the Los Angeles -class submarine construction division. He subsequently held a number of increasingly responsible positions throughout the organization, including production supervisor for submarines, marketing manager for submarines and carriers, vice president for aircraft carrier programs, vice president for contracts and pricing, and vice president for human resources.

A native of Florida, Mr. Petters earned a bachelor’s degree in physics from the U.S. Naval Academy in 1982, served aboard the nuclear-powered submarine USS George Bancroft and spent five years in the Naval Reserve. In 1993, he earned a master’s degree in business administration from the College of William and Mary.

Mr. Petters was appointed to serve on the Virginia Governor’s Advisory Council on Revenue Estimates. He serves on the board of directors of the U.S. Naval Academy Foundation and is a member of both the board of directors and the board of trustees of the Naval Aviation Museum Foundation. Mr. Petters also serves on the distinguished advisory board for the Dolphin Scholarship Foundation and on the advisory council for the Naval Historical Foundation.

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Barbara A. Niland, Corporate Vice President of Business Management and Chief Financial Officer

Ms. Niland isserved as Corporate Vice President, Business Management and Chief Financial Officer of HII.HII in 2015. Named to this position at the time of the spin-off, she iswas responsible for directing our business strategy and processes in support of business growth and profitability goals. Ms. Niland also hashad responsibility

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for business management functions, such as investor relations, treasury, internal audit, contracts, estimating and pricing, accounting, financial reporting, planning and analysis, rates and budgets, and program cost control. We previously announced that Ms. Niland was retiring from the company effective March 1, 2016.

Prior to her current position,serving as Corporate Vice President, Business Management and Chief Financial Officer, Ms. Niland served as sector vice president of business management and chief financial officer of Northrop Grumman Shipbuilding (2008-2011) and the Newport News sector of Northrop Grumman Corporation (2004-2008), positions in which she was responsible for directing the sector’s business strategy and processes in support of business growth and profitability goals. She also had responsibility for sector business management functions, such as contracts, estimating and pricing, accounting, financial reporting, planning and analysis, rates and budgets, and program cost control. Before that, Ms. Niland served as vice president of finance and controller for Northrop Grumman’s Electronic Systems sector. In this role, she was responsible for financial planning, financial accounting, government accounting, engineering and manufacturing finance, international finance, and business management functions.

Ms. Niland began her career at Westinghouse (a predecessor of Northrop Grumman Electronic Systems) in 1979, where she held a number of financial and business management positions, serving as business manager for a number of space systems programs and later being named program director of business management for space systems. Ms. Niland was promoted to vice president of finance and controller for Northrop Grumman Electronic Systems in 2002.

Ms. Niland earned a bachelor’s degree in finance from Towson State University and a master’s of science degree from the University of Maryland University College.

Kellye L. Walker, Corporate Vice President and General Counsel

Ms. Walker became Corporate Vice President and General Counsel in January 2015. In this position, she has overall leadership responsibility for our law department and outside counsel, which provide a broad range of legal advice and support for the company’s business activities.

Prior to joining us, Ms. Walker was with American Water Works Company, Inc., the country’s largest investor-owned water and wastewater utility company, where she served as Senior Vice President, General Counsel and Secretary from January 2010 to January 2015. During her tenure at American Water, she also served as Chief Administrative Officer from September 2010 through May 2014. From February 2007 to June 2009, Ms. Walker served as Senior Vice President and General Counsel of Diageo North America, Inc., the largest operating company of Diageo plc. From February 2003 to December 2006, she served as Senior Vice President, General Counsel and Secretary of BJ’s Wholesale Club, Inc., a leading warehouse club operator.

Ms. Walker also served as a partner with the law firm of Hill & Barlow in Boston, Massachusetts, and as a partner and/or associate with the law firms of Chaffe, McCall, Phillips, Toler & Sarpy in New Orleans, Louisiana, and Boult, Cummings, Connors & Berry in Nashville, Tennessee.

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Ms. Walker received a B.S. in Business Administration, Marketing from Louisiana Tech University and a J.D. from Emory University School of Law. She is a member of the American Bar Association and a former board member of the Association of Corporate Counsel.

Matthew J. Mulherin, Corporate Vice President and President, Newport News Shipbuilding

Mr. Mulherin is Corporate Vice President and President of Newport News Shipbuilding. Named to this position in 2011, he is responsible for all Newport News Shipbuilding engineering, operations and programs, including the most complex ships in the world: nuclear-powered aircraft carriers and nuclear-powered submarines. Newport News Shipbuilding generates approximately $4 billion in annual revenues and employs more than 23,000 employees.

Mr. Mulherin also has responsibility for our subsidiaries Continental Maritime, a San Diego shipyard that services and supports U.S. Navy ships on the West Coast, AMSEC, a full-service provider of engineering, logistics, and technical support services to the U.S. Navy, and Stoller Newport News Nuclear, a provider of technical, ecological, waste management, and remediation and consulting services within the Department of Energy markets.

From 2008 until he assumed his current position, Mr. Mulherin served as sector vice president and general manager of site operations at Newport News as part of Northrop Grumman Shipbuilding. His responsibilities included programs for the company’s Newport News operations, where he successfully led the sector’s aircraft carrier design and construction programs, carrier refueling and overhaul programs, and the submarine program.

Mr. Mulherin earned a bachelor’s degree in civil engineering from Virginia Tech in 1981 and began his career at Newport News Shipbuilding the same year as a nuclear test engineer. Since then, he has held positions of increasing responsibility, including nuclear project manager for Los Angeles-class submarines, director of facilities, director of nuclear engineering and refueling, and director of carrier refueling and overhaul construction. Mr. Mulherin also served as director and vice president for the next generation of aircraft carriers, the Gerald R. Ford class, and vice president of all programs, including shipbuilding and repair, Department of Energy programs, and commercial energy programs.

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Mr. Mulherin serves on the boards of directors of the Shipbuilders Council of America and the Naval Submarine League. He also serves on the board of trustees of The Mariners’ Museum, as a committee member of Greater Peninsula NOW, as a member of the Hampton Roads Business Roundtable, and as a member of the board of directors of the Peninsula Towne Bank. In 2013, Mr. Mulherin was appointed by the governor of Virginia to serve on the board of directors for the Virginia Nuclear Energy Consortium Authority.

Bruce N. Hawthorne, Corporate Vice President and Chief Legal Officer

Mr. Hawthorne served as Corporate Vice President, General Counsel and Secretary of HII from the time of the spin-off until he retired from that position effective January 12, 2015. He is continuing with the company in the position of Corporate Vice President and Chief Legal Officer to assist in the transition of our new general counsel.

Prior to joining the company in 2011, Mr. Hawthorne served as a partner and practice development chairman for the law firm of Arnall Golden Gregory LLP (“AGG”), facilitating its development of best practices around collaboration and value delivery, client relationships and talent development. From 2008 until joining AGG, he served as co-founder and managing director of Consigliere Group LLC, a consulting and technology services firm.

Mr. Hawthorne’s corporate career includes serving as executive vice president, general counsel and secretary of Electronic Data Systems during a time when the company was pursuing a major transformation. While there, he led a global legal team that provided counsel and support to a population of 110,000 employees. Prior to that, he served as executive vice president and chief staff officer of Sprint Corp. As chief staff officer, he had executive responsibility for multiple functions, including strategy, corporate development, human resources, communications, brand management and security. Until 2003, Mr. Hawthorne was a senior partner of the law firm of King & Spalding LLP, where his practice focused on corporate and securities law, corporate governance, mergers and acquisitions, and strategic joint ventures.

Mr. Hawthorne holds a B.B.A from the University of Michigan, an M.B.A. (Beta Gamma Sigma) from The University of Detroit and a J.D. (Order of the Coif) from Vanderbilt University, where he was the managing editor of the Vanderbilt Law Review. Admitted to the state bars of Virginia and Georgia, he is a member of the American Bar Association, the ABA Business Law Section’s Federal Regulation of Securities Committee, and the Society of Corporate Secretaries and Governance Professionals.

Brian J. Cuccias, Corporate Vice President and President, Ingalls Shipbuilding

Mr. Cuccias is Corporate Vice President and President of Ingalls Shipbuilding. Named to this position in 2014, he is responsible for all programs and operations at Ingalls, including U.S. Navy destroyers, amphibious assault and surface combatant programs, and the U.S. Coast Guard cutter program.

Mr. Cuccias began his shipbuilding career in 1979 with Litton Data Systems, where he served as a financial analyst on several Navy programs, including amphibious assault ships andSpruance- andKidd-class destroyers. Since then, he has held a number of positions of increasing responsibility, including: assistant to the group vice president of Avondale Industries; sector vice president, material,

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for Northrop Grumman Ship Systems; program manager and vice president for Northrop Grumman’s DDG 1000 program; and vice president, surface combatants, for Northrop Grumman Shipbuilding,

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which includedArleigh Burke-class (DDG 51) andZumwalt-class (DDG 1000) destroyers and Coast Guard programs.

Most recently,Prior to his current position, Mr. Cuccias served as Ingalls’ vice president, program management, responsible for program execution and financial performance for all ships produced by the shipyard.

Mr. Cuccias earned a bachelor’s degree in accounting from the University of South Alabama and has attended executive education programs at Harvard Business School and the University of Pennsylvania’s Wharton School. He serves on the board of directors for the Jackson County Economic Development Foundation.

Irwin F. Edenzon, Corporate Vice President and President, Ingalls Shipbuilding, and Corporate Vice President, Special Projects (Retired)

Mr. Edenzon served as Corporate Vice President and President of Ingalls Shipbuilding from 2011 through April 1, 2014. From that time until his retirement from HII on December 1, 2014, he served as Corporate Vice President, Strategic Projects.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis, or CD&A, provides information relevant to understanding the 20142015 compensation of our Named Executive Officers.

We design, build and manage the life-cycle of the most complex nuclear- and conventionally-powered ships for the U.S. Navy and U.S. Coast Guard. For more than a century, our Newport News and Ingalls shipbuilding divisions in Virginia and Mississippi have built more ships in more ship classes than any other U.S. naval shipbuilder. In addition, we provide engineering and project management services expertise to the commercial energy industry, the Department of Energy and other government customers. Headquartered in Newport News, Virginia, we employ approximately 39,00036,000 people operating both domestically and internationally. The goal of our executive compensation program is to support a pay-for-performance culture by implementing compensation programs that are market competitive, customer-focused and fair to our stockholders.

Our 20142015 Named Executive Officers (“NEOs”) are:

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Executive Summary

Our executive compensation programsprogram and practices are described in detail over the next several pages. We believe our compensation approach is balanced over both the short- and long-term, and thereby mitigates risk taking behaviors and encouragesencouraging our NEOs to focus on performance that has a positive impact on both our customers and stockholders.stockholders, while discouraging inappropriate risk taking behaviors.

Our compensation principles are based on significant NEO reward opportunities for our NEOs if we achieveachievement of our financial and operational goals. The focus on performance is demonstrated in the compensation mix of

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our NEOs. For example, 96%95% of Mr. Petters’ total direct compensation in 20142015 was directly linked to our performance in the form of his annual and long-term incentive awards. Performance-based compensation also comprised a significant percentageApproximately 88% of the total direct compensation of our other NEOs; approximately 89%NEOs, with the exception of their total direct compensationMs. Walker, was comprised of performance-based incentive awards. Adherence to thisMs. Walker, whose performance based compensation comprised 59% of her total compensation, joined the company in 2015 and therefore did not receive a long-term compensation payout for the performance period that ended on December 31, 2015. This underlying principle of pay for performance focuses us consistently on achieving our financial and operational goals. Above all, these goals are customer-focused, rewarding safety, quality, cost and schedule performance, and stockholder-friendly, rewarding consistent achievement of strong financial results and building or increasing stockholder value.

20142015 Business Highlights

Since beginning operations2015 was another successful year for HII and our employees as a stand-alone company four years ago, we have consistently communicated that the pillars ofcontinued to achieve our performance are built around safety, quality, cost and schedule. Weobjectives consistent with our strategic plan. Such achievements could not have also shared our visionbeen realized without the dedication of buildingthe 36,000 employees who make HII the exceptional company it is today. Below is a stronger engineering and manufacturing enterprise by delivering the most capable and affordable military ships to our U.S. Navy and U.S. Coast Guard customers, as well as delivering excellence to our commercial energy and adjacent market customers, including the Departmentreview of Energy. Our focus continues to be on creating value for all of our stakeholders, and our success is directly linked to the contributions of our more than 39,000 employees across the world and their unfaltering commitment to excellence and our Code of Ethics and Business Conduct. Below are some of our highlights from 2014:accomplishments during 2015:

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Commitment to Compensation Best Practices in Compensation

We highlight below certain executive compensation practices that we have implemented to drive performance, as well as certain practices we have avoided, because we do not believein the belief they would not serve our customers’ or stockholders’ long-term interests.

What We Do

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What We Don’t Do

Executive Compensation Principles

The Compensation Committee of the Board of Directors (which we refer to as the “Committee” in this CD&A) is comprised exclusively of independent directors, as determined under NYSE corporate governance listing standards, including the enhanced independence considerations applicable to members of the Committee. The Committee oversees all of our compensation and benefit programs that affect our NEOs, as well as other officers elected by the Board of Directors. The Committee also provides strategic direction for our total compensation and benefits structure and reviews and considers CEO and senior executive succession plans. In conducting oversight of these programs, the Committee is guided by the following compensation principles it has approved.

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2014 Key Compensation Decisions

Key compensation decisions for our NEOs for 2014 included the following:

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Pay for Performance

Our compensation principles and pay-for-performance culture are designed to attract and retain key talent and incentivize them as they strive to meet or exceed both customer and stockholder expectations. As such, we provide significant reward opportunities to our NEOs if we achievelinked to achievement of our financial and operational goals. Above all, these goals are customer-focused, rewarding achievement of safety, quality, cost and schedule goals, and stockholder-friendly, rewarding consistent achievement of strong financial results and building or increasing stockholder value.

This focus on performance is demonstrated in the compensation mix of our NEOs. For example, 96%95% of Mr. Petters’ total direct compensation in 20142015 was linked directly to our performance in the form of his annual and long-term incentive awards. Performance-based compensation also comprised approximately 89%88% of the total compensation of our other NEOs.NEOs, with the exception of Ms. Walker. Ms. Walker, whose performance based compensation comprised 59% of her total compensation, joined the company in 2015 and therefore did not receive a long-term compensation payout for the performance period that ended on December 31, 2015. Performance-based awards are balanced over the short- and long-term, incentivizing behaviors that promote stockholder value while mitigating risk taking behaviors and encouraging our

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NEOs to focus on performance that has a positive impact on our customers and stockholders.stockholders, while discouraging inappropriate risk taking behaviors.

The design of our incentive plans also supports our pay-for-performance principles. Exceeding our financial and operational targets can result in a payout of up to 200% of the original award target, while failure to meet our targets can result in no payouts of incentive compensation to NEOs under our plans.

20142015 “Say-on-Pay” Advisory Vote on Executive Compensation

Consistent with our goal to supportof supporting a pay for performance culture by implementing compensation programs that are market competitive, customer-focused and fair to our stockholders, we seek the views of our stockholders on the design, effectiveness and results of our executive compensation program.

At our 20142015 Annual Meeting of Stockholders, our stockholders approved our executive compensation on an advisory basis with 99% of the votes cast. This strong support, among other factors, resulted in the Committee not making any significant changes to our executive compensation program.

Retention of Independent Compensation Consultant

The Committee continued in 20142015 to use an independent compensation consultant, Exequity LLP (“Exequity”), to assist the Committee in performing obligations specified in the Committee’scarrying out its responsibilities under its charter. Under the terms of the agreement between the Committee and the consultant, the Committee has the exclusive right to select, retain and terminate Exequity, as well as to approve any fees, terms or other conditions of Exequity’s service. Exequity reports directly to the Committee. When directed to do so by the Committee, the consultant also works collaboratively with the company’s management to develop analyses and proposals for presentations to the Committee. The Committee reviews the performance of the independent consultant on an annual basis and determines whether to continue the relationship.

Exequity attended several Committee meetings during 20142015 and presented analyses and key recommendations for Committee consideration, discussed emerging trends and technical issues and reviewed and commented on management proposals, as appropriate. In addition, the consultant responded to miscellaneous Committee requests.

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Compensation Consultant Independence Assessment

In accordance with SEC rules and NYSE listing standards, the Committee requested and received information from Exequity relating to the consultant’s independence and potential conflicts of interest, including information regarding the following: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement.

Based onupon an assessment of these factors, including information gathered from our directors and executive officers relating to business or personal relationships with the consulting firm or the individual

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consultants, the Committee concluded that the consultant is independent and that the work of the consultant did not raise any conflict of interest.

Peer Group Development

The Committee believes that our total compensation program (base salary, target annual cash incentive awards, target long-term incentive award valuesawards and benefits) should, in the aggregate, provide compensation at approximately the 50th percentile in the relevant market. Based on an analysis conducted by Exequity and reviewed with the Committee, the Committee determined that our NEO base pay generally falls at or below the median and annual and that long-term incentive payments arecompensation is generally in the third or fourth quartile among the peer companies, which is consistent with both management’s and the Committee’s philosophy that a significant portion of an executive’s overall compensation package should be based on the performance of the company.

HII is a unique business with few direct peers.directly comparable peer companies. Data was therefore collected from peer companies with annual revenue generally between $1 billion and $10 billion that most closely match our company in terms of market cap, strategic interest, workforce similarities and/or business type. The median annual revenue for peer group companies was $5.5$6.9 billion, which isslightly below our 20142015 revenue of $6.9$7.0 billion. The targeted peer group for our 20142015 NEO compensation analysis consisted of the following 16 companies:

As a result of ongoing monitoring and analysis of peer and potential peer companies, the Committee has decided to modify this peer group. The following changes have been made

KBR Inc. was added to our peer group for the2015. URS Corporation was removed from our peer group for 2015 plan year:

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All other peer companies will remain the same.

Compensation Risk Assessment

The Board actively oversees our overall risk profile, including the potential risk posed by our compensation programs. During the third quarter of 2014,2015, a risk assessment and analysis of our executive compensation programs was conducted by Exequity. Their findings confirmed that our executive compensation programs are designed to drive a pay-for-performance culture and do not create risks that are likely to have a material adverse impact on the company. The Committee reviewed and discussed the risk analysis with the consultantExequity and agreed with the consultant’s conclusions.

The following key factors are components of our executive compensation risk mitigation efforts:

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Creation of Annual Incentive Plan (AIP) and Long-Term Incentive Stock Plan (LTIP) Goals

The Committee approved financial metrics under our AIP for the corporate office, while the Committee approved a combination of financial and operational metrics for each of our two major operating divisions. The guiding principle behind all of our performance metrics is that they drive the desired outcomes to promote customer satisfaction and increase stockholder value.

Division operational goals based on clear and measurable results were developed collaboratively between division and corporate management. Operational goals fall into the categories of safety, quality, cost and schedule, with a fifth category oriented to goals focused on division-specific challenges and opportunities, which may change from year to year.

The Committee approved goals for the LTIP to reward performance in three-year increments. The performance metrics for all participants under the LTIP for 2014 were ROIC and EBITDAP.

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2014 Elements of Compensation

Compensation elements for executives consist of base salaries, annual incentivesincentive awards and long-term incentives.incentive awards. Annual base salary provides a fixed level of compensation that is competitive within the relevant market and helps us attract and retain highly qualified executives. Annual incentives are generally paid in cash and intended to provide motivation to executives to achieve pre-determined financial and operational targets that are clearly aligned with our strategic goals. Long-term incentives are generally equity-based and intended to promote achievement of pre-determined performance goals over a three-year period.

2015 Key Compensation Decisions

Key compensation decisions for our NEOs for 2015 included the following:

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Base Salaries

With the exception of Mr. Petters, 2014Cuccias, 2015 base salaries for our NEOs were not increased from 2013 in an effort to maintain2014, effectively maintaining market competitiveness. The increases wereMr. Cuccias’ increase was based on management’s recommendationsrecommendation and analysesan analysis of market and peer company data conducted by our independent compensation consultant. Mr. Petters received an increase in base salary in 2013.

Base salaries for our NEOs for 20142015 were as follows:

2016 CEO Base Salary Change

In 2016, Mr. Petters requested that his salary be reduced to an annual rate of $1. During the first quarter of 2016, the Committee met in executive session to evaluate CEO performance and approved this request. Mr. Petters’ primary compensation comes from performance-based equity compensation, and, as a significant stockholder, his personal wealth is tied directly to sustained performance and HII stock price appreciation, which directly aligns with stockholder interests. Mr. Petters will continue to receive equity and non-equity performance-based compensation reflected as a percentage of 2015 base salary. The Committee will continue to review compensation opportunities for Mr. Petters on an ongoing basis and recommend changes, if needed, to maintain alignment with business objectives.

Creation of Annual IncentivesIncentive Plan (AIP) and Long-Term Incentive Stock Plan (LTIP) Goals

The Committee approved financial metrics under our AIP for the corporate office, as well as a combination of financial and operational metrics for each of our two significant operating divisions. The guiding principle behind all of our performance metrics is that they drive the desired outcomes to promote customer satisfaction and increase stockholder value.

Division operational goals based on clear and measurable results were developed collaboratively between division and corporate management. Operational goals fall into the categories of safety, quality, cost and schedule, with a fifth category oriented to goals focused on division-specific challenges and opportunities, which may change from year to year.

The Committee approved goals for the LTIP to reward performance in three-year increments. The performance metrics for all participants under the LTIP for 2015 were ROIC and EBITDAP.

Annual Incentive Awards

The Committee approves annual incentive compensation targets for each NEO position. Targets vary with relevant benchmark market levels, individual job level, job scope and overall influence on our business results. The Committee considers both the recommendations of its compensation consultant and those of management in determining appropriate annual incentive target levels for our NEOs. The

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target incentive award (“Target Bonus”) is based on a percentage of each NEO’s base salary and after the year has ended, provides a basis upon which a final award amount is determined by the Committee based onupon its assessment of performance against pre-determined performance criteria. Overall,criteria after the year has ended. The annual incentive compensation targets for our NEOs’ target cash bonus opportunitiesNEOs expressed as a percentage of base salary tend to fall in the third quartile of the relevant market data.

20142015 Annual Incentive Plan

Target BonusesAnnual incentive awards for Mr. Petters, Ms. Niland Mr. Hawthorne and Mr. EdenzonMs. Walker for 20142015 were evaluated based on overall company performance, which includes operating margin and free cash flow, using our company performance factor (“CPF”), as well as an individual performance factor (“IPF”). Achievement of the maximum performance criteria will resultresults in a CPF factor of 2.0. If the CPF is less than 0.5, no

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annual incentive bonusaward is paid. The IPF can range from 0 to 1.5. No annual incentive bonusaward can exceed 200% of an individual’s Target Bonus. The annual incentive award formula for the 20142015 performance period was:

Base Salary x Target % = Target Bonus

Target Bonus x CPF x IPF = Final Bonus Award

2014 Target Bonuses2015 annual incentive awards for Messrs. Mulherin and Cuccias were evaluated based on their respective division performance factorfactors (“DPF”), which includesinclude division financial metrics, consisting of operating margin and free cash flow, as well asand their respective division non-financial goals, which include safety, quality, cost and schedule, and an IPF.as well as their individual IPFs. Achievement of the maximum performance criteria will resultresults in a factor of 2.0. No annual incentive bonus will be payableaward is paid if the CPF with reference to the corporate metrics is less than 0.5. The IPF can range from 0 to 1.5. No annual incentive bonusaward can exceed 200% of an individual’s Target Bonus. The annual incentive award formula for the 20142015 performance period was:

Base Salary x Target % = Target Bonus

Target Bonus x DPF x IPF = Final Bonus Award

At the conclusion of each calendar year, our CEO conducts an annual performance evaluation for each NEO in order to recommend an IPF for each NEO. These evaluations are reviewed with the Committee. Each NEO’s individual performance is evaluated based upon consideration of the following factors:

At the end of the year, the Committee reviews and considers all performance information, including a comparison to the 20142015 peer group data. The Committee approves bonus amountsannual incentive awards for all NEOs, subject to ratification by the independent members of the Board with respect to the CEO’s compensation.

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Target Bonus Amounts

Based on analyses of relevant market benchmarks and peer group data, we did not increase the target incentivesannual incentive compensation targets as a percentage of base salary for our NEOs from 20132014 to 2014.2015. The 20142015 Target Bonus amounts were as follows:

Plan Funding

Our AIP is designed to comply with the performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986.Code. As such, in order to establish performance-based parameters for the payment of annual incentives,incentive awards, the Committee approved a bonus pool that appropriates an amount (“Tentative Appropriated Incentive Compensation”) not to exceed 2.5% of our Economic Earnings for the performance year. “Economic Earnings” is defined as income from continuing operations before federal and foreign income taxes and the cumulative effect of accounting changes and extraordinary items,less pension income (or plus pension expense)plus amortization and impairment of goodwill and other purchased intangible assetsplus restructuring or similar charges to the extent they are separately disclosed in the annual report. Our performance-based policy provides that the maximum potential individual incentive compensation award for a performance year for an officer subject to Section 162(m) will be limited to no more than 40% of the Tentative Appropriated Incentive Compensation for the CEO and 20% for each of the other covered NEOs other than our CFO.

20142015 Annual Incentive Plan Goals and Results

For Mr. Petters, Ms. Niland Mr. Hawthorne and Mr. Edenzon, the 2014 Target Bonus calculation wasMs. Walker, 2015 annual incentive awards were based on overall company performance. For Messrs. Mulherin and Cuccias, the 2014 Target Bonus calculations2015 annual incentive awards were based on the performance of the IngallsNewport News division and the Newport NewsIngalls division, respectively.

The corporate AIP score is based on our overall financial score as described below. Division performance score is based 75% on the division operational score and 25% on the division financial score. In determining the earnout percentagedivision performance factors for AIP awards for Messrs. Mulherin and Cuccias, the performance criteria are weighted as follows:

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The division operational division criteria consist of the following five performance metrics, which are weighted equally (i.e., each sub-metric comprises 20% of the division operational division criteria). These criteria, which are specific to the respective divisions, are recommended by our CEO and approved by the Committee at the beginning of the performance year and are specific to the respective divisions.year.

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All of the AIP metrics for our NEOs are recommended by our CEO and then approved by the Committee.

AIP goals are plan-based, with minimum and maximum limits based on clear targets connected to our strategic goals. The goals are based on metrics that are customer focused and stockholder friendly with clear line-of-sight financial and operational metrics. PerformanceFinal performance metrics for 20142015, as determined by the Committee, were as follows:

Corporate 20142015 Metrics for Mr. Petters, Ms. Niland Mr. Hawthorne and Mr. EdenzonMs. Walker

NN 2015 Metrics for Mr. Mulherin

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NN 2014 Metrics for Mr. Mulherin