Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 15, 2021, the Board of Directors of Huntington Ingalls Industries, Inc. (the "Company") elected Stephanie L. O'Sullivan as a member of the Board of Directors, effective immediately, with a term expiring at the 2021 annual meeting of stockholders. The Company's Board of Directors has also appointed Ms. O'Sullivan to serve on its Cybersecurity Committee and Finance Committee, effective immediately.

Ms. Stephanie O'Sullivan has served as a business consultant since January 2017. Prior to that, she served as Principal Deputy Director of the Office of National Intelligence from February 2011 until January 2017. From December 2009 until February 2011, Ms. O'Sullivan served as the Associate Deputy Director of the Central Intelligence Agency.

Ms. O'Sullivan currently serves on the boards of directors of The Aerospace Corporation, Battelle Memorial Institute, HRL Laboratories (formerly Hughes Research Laboratories) and the CIA Officers Memorial Foundation. She has also served on advisory boards at Google, Adobe and Oak Ridge National Laboratory, and continues to serve on advisory boards at Noblis, Peraton and Booz Allen Hamilton. Ms. O'Sullivan has been an adjunct faculty member at Georgetown University's Center for Security and Emerging Technology and continues to support study activities for the Department of Defense and the CIA.

Ms. O'Sullivan received a B.S. in Civil Engineering from Missouri Science and Technology University. She was also elected a member of the National Academy of Engineering in 2019.

Ms. O'Sullivan was not elected pursuant to any arrangement or understanding between her and any other persons, and there are no prior relationships between Ms. O'Sullivan and the Company or transactions with the Company in which Ms. O'Sullivan had any material interest that are required to be disclosed under applicable disclosure requirements of the Securities and Exchange Commission.

Ms. O'Sullivan will be entitled to receive compensation under the Company's non-employee director compensation program, as described in the section titled "Director Compensation" in the Company's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 16, 2020. In addition, the Company and Ms. O'Sullivan will enter into the Company's standard form of indemnification agreement. The Company will agree to indemnify Ms. O'Sullivan against liability, subject to certain limitations, arising out of her performance of her duties as a director. In addition, the Company will agree, subject to certain limitations, to advance expenses Ms. O'Sullivan may incur as a result of any proceeding against her for which she would be entitled to indemnity.

A copy of the Company's press release announcing Ms. O'Sullivan's election is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.

99.1        Press release dated January 20, 2021.

104       Cover Page Interactive Data File (embedded within Inline XBRL document)

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