| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers
Approval of Second Amendment to Appendix G to the Huntington Ingalls Industries Supplemental Plan 2—Officers Supplemental Executive Retirement Plan.On December 13, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Huntington Ingalls Industries, Inc. (the “Company”) approved a Second Amendment to Appendix G to the Huntington Ingalls Industries Supplemental Plan 2—Officers Supplemental Executive Retirement Plan (the “OSERP”). The amendment provides that no further employees will be eligible to participate in the OSERP as of December 31, 2018.
The OSERP provides enhanced retirement benefits to eligible officers of the Company to supplement benefits that are otherwise available under certain of the Company’s legacy qualified benefit plans.
The foregoing description of the OSERP is qualified by reference to the full text of the OSERP, which is filed as Exhibit 10.1 to this Form8-K and incorporated herein by reference.
Approval of Amended and Restated Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries.On December 13, 2018, the Compensation Committee approved an amended and restated Severance Planfor Elected and Appointed Officers of Huntington Ingalls Industries, effective January 1, 2019 (the “Severance Plan”) to remove references to Section 162(m) of the Internal Revenue Code of 1986, as amended, and to clarify certain aspects of Plan administration. The Severance Plan provides severance benefits to eligible elected and appointed officers who reside and work in the United States.
The foregoing description of the Severance Plan is qualified by reference to the full text of the Severance Plan, which is filed as Exhibit 10.2 to this Form8-K and incorporated herein by reference.
Approval of Amended and Restated Huntington Ingalls Industries, Inc. Annual Incentive Plan.On December 13,2018, the Compensation Committee approved an amended and restated Huntington Ingalls Industries, Inc. Annual Incentive Plan (the “AIP”) to remove references to Section 162(m) of the Internal Revenue Code of 1986, as amended, and references to the Performance-based Compensation Policy of Huntington Ingalls Industries, Inc. The AIP provides annual cash incentives to certain employees of the Company who impact the overall success and performance of the Company.
The foregoing description of the AIP is qualified by reference to the full text of the AIP, which is filed as Exhibit 10.3 to this Form8-K and incorporated herein by reference.
Approval of Huntington Ingalls Industries, Inc. Amended and Restated Directors’ Compensation Policy.On December 14, 2018, the Board approved the Huntington Ingalls Industries, Inc. Amended and Restated Directors’ Compensation Policy (the “Director Compensation Policy”) to provide the Company’snon-employee directors with the option to receive stock units in lieu of the cash retainers to which directors would be entitled for serving on the Board. Such stock units will generally become payable within 30 days following the date thenon-employee director leaves the Board, or, at the election of a director under the Board Deferred Compensation Policy who has met his or her Company stock ownership requirement, such stock units will be payable the fifth calendar year after the year in which the corresponding cash retainers were earned.
The Director Compensation Policy sets forth the cash compensation, equity awards and expense reimbursements to which the Company’snon-employee directors are entitled for their service as members of the Board.
The foregoing description of the Director Compensation Policy is qualified by reference to the full text of the Director Compensation Policy, which is filed as Exhibit 10.4 to this Form8-K and incorporated herein by reference.
Approval of Huntington Ingalls Industries, Inc. Director Compensation Policy—Amended and Restated Board Deferred Compensation Policy.On December 14, 2018, the Board approved the Huntington Ingalls Industries, Inc.Director Compensation Policy—Amended and Restated Board Deferred Compensation Policy (the “Director Deferred Compensation Policy”) to provide the Company’snon-employee directors who have met their Company stock ownership requirements with the option to receive, in lieu of the cash retainers to which they would be entitled for serving on the Board, stock units. Such stock units will generally become payable within 30 days following the date thenon-employee director leaves the Board, or, at the election of a director who has met his or her Company stock ownership requirement, such stock units will be payable the fifth calendar year after the year in which the corresponding cash retainers were earned.
