General Dynamics Corp DEF 14A, filed Mar 28, 2025

About this DEF 14A

General Dynamics Corp (GD)

DEF 14A 2025-03-28 For: 2025-05-07

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Added on June 13, 2026

$47.7 billion
REVENUE
Record High

$4.1 billion
NET CASH PROVIDED BY
OPERATING ACTIVITIES

$3.2 billion
FREE CASH FLOW (FCF)⁽¹⁾

$90.6 billion
YEAR-END BACKLOG

$1.42 per share
QUARTERLY DIVIDEND

7.6 percent increase
from prior year

$3.0 billion
CASH RETURNED TO
SHAREHOLDERS

Including the 27th consecutive
annual dividend increase

$1.5 billion
CASH INVESTED IN
THE BUSINESS

Representing capital expenditures and
company-sponsored research and development

34.9%
THREE-YEAR TOTAL
SHAREHOLDER
RETURN (TSR)

vs. 29.3% for the S&P 500 Index

General Dynamics Corp filed this DEF 14A on March 28, 2025.

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CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

		Dear fellow shareholder,

		On May 7, 2025, we will hold our annual meeting of shareholders at which shareholders will elect the Board of Directors and vote on several other important matters. The enclosed Proxy Statement discusses the topics presented for your vote and an overview of our sound corporate governance practices, our pay-for-performance approach to executive compensation and our engagement with shareholders. Please take the opportunity to read it.

		Our businesses performed well in 2024. We experienced steady growth in revenue and earnings across all four segments, overcoming challenges such as supply chain disruptions, an inflationary economy and delayed certification of Gulfstream’s G700 aircraft. We achieved record-high revenue of $47.7 billion, diluted earnings per share of $13.63 and net cash provided by operating activities of $4.1 billion. We ended the year with $90.6 billion of backlog and a record $144 billion of total estimated contract value on strong orders in both Aerospace and our defense businesses.

		In addition, we returned $3 billion to shareholders via share repurchases and dividends, and we increased our annual dividend in 2024 by 7.6%, marking the 27th consecutive year of annual increases.

		As a result of our deliberate and thoughtful Board refreshment process, your Board comprises well-qualified business leaders, aerospace and defense industry experts, and financial and strategic advisors. Your Board of Directors draws on this deep professional experience, specialized knowledge and broad life perspectives in carrying out its important work of independent oversight.

		In 2024, we also continued to engage in regular conversations with our investors to better understand shareholder perspective. During these conversations with investors, we discussed topics such as company performance, corporate governance, sustainability and executive compensation. We value this input from our shareholders and encourage you to continue to engage with us.

		On behalf of the Board of Directors, I am pleased to invite you to our 2025 Annual Meeting of Shareholders. If you are unable to participate, we encourage you to vote by proxy. We ask that you vote in accordance with the recommendations of the Board. Your vote is very important.

		Sincerely,

Proposal		Board Recommendation		Additional Information
1	Election of Directors		“FOR” each nominee	See pages 12 through 22 for more information on the nominees
2	Advisory Vote on the Selection of Independent Auditors		“FOR”	See page 40 for details
3	Advisory Vote to Approve Executive Compensation		“FOR”	See page 42 for details
4	Shareholder Proposal — Human Rights Impact Assessment		“AGAINST”	See pages 92 through 93 for details

					Shareholders will also act on all other business that properly comes before the meeting, or any adjournment or postponement thereof. The Board of Directors set the close of business on March 12, 2025, as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting. It is important that your shares be represented and voted at the meeting. Please complete, sign and return a proxy card or use the telephone or internet voting systems. The Notice of Internet Availability of Proxy Materials is first being mailed, and the proxy materials are first being mailed and made available on the internet, to shareholders on or about March 28, 2025. By Order of the Board of Directors, Gregory S. Gallopoulos Corporate Secretary Reston, Virginia March 28, 2025
		INTERNET Access www.ProxyVote.com and follow the instructions.

		MAIL Sign and date each proxy card received and return each card using the prepaid postage envelope.

		TELEPHONE Call 1-800-690-6903 if you are a registered holder. If you are a beneficial holder, call the phone number listed on your voter instruction form.

		ATTEND THE VIRTUAL MEETING To be admitted to the virtual meeting, you must register in advance by accessing www.ProxyVote.com and following the instructions by 11:59 p.m. Eastern Time on May 2, 2025. Once registered, you can access the virtual meeting at www.VirtualShareholderMeeting.com/GD2025.


DATE AND TIME Wednesday, May 7, 2025 9:00 a.m. Eastern Time	VIRTUAL MEETING SITE www.VirtualShareholderMeeting.com/GD2025	WHO CAN VOTE Shareholders as of March 12, 2025, are entitled to vote

PROXY SUMMARY	4
2025 Board of Director Nominees	6

ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY	12
Director Nominations	12
Director Nominees’ Skills, Knowledge and Experience	13
2025 Director Nominees	15
Director Independence	21
Board Nominees Recommended by Shareholders	22

GOVERNANCE OF THE COMPANY	23
Our Commitment to Strong Corporate Governance	23
Our Ethos	23
Board Leadership Structure	24
Board Refreshment	25
Board Committees	26
Risk Oversight	28
Board Meetings, Attendance and Executive Sessions	31
Corporate Responsibility and Sustainability	31
Shareholder Outreach and Engagement	34
Director Orientation and Continuing Education	35
Board and Committee Performance Assessments	36
Communications with the Board	36
Related Person Transactions Policy	37
Director Compensation	38
Director Stock Ownership Guidelines	39

ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS	40
Audit and Non-Audit Fees	40
Auditor Independence	41
Policy on Pre-Approval	41
Audit Committee Report	41

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	42

COMPENSATION DISCUSSION & ANALYSIS	43
Executive Summary	44
The Compensation Process	50
Components of Executive Compensation and Alignment with Company Performance	52

EXECUTIVE COMPENSATION	72
Summary Compensation	72
Equity-Based Awards	74
Option Exercises and Stock Vested	75
Outstanding Equity Awards	75
Company-Sponsored Retirement Plans	79
Nonqualified Defined-Contribution Deferred Compensation	82
Potential Payments Upon Termination or Change in Control	83
Pay Ratio Results	85
Pay Versus Performance	86
Compensation Committee Report	89

SECURITY OWNERSHIP	90
Security Ownership of Management	90
Security Ownership of Certain Beneficial Owners	91
Equity Compensation Plan Information	91

SHAREHOLDER PROPOSAL — HUMAN RIGHTS IMPACT ASSESSMENT	92
Proposal and Supporting Statement	92
Statement by Your Board of Directors Against the Proposal	93

FREQUENTLY ASKED QUESTIONS	94

OTHER IMPORTANT INFORMATION	98
Additional Shareholder Matters	98
Shareholder Proposals and Director Nominees for the 2026 Annual Meeting of Shareholders	98
2024 Annual Report on Form 10-K	98
Delivery of Documents to Shareholders Sharing an Address	98
Websites	98
Cautionary Note Regarding Forward-Looking Statements	99

APPENDIX A: USE OF NON-GAAP FINANCIAL MEASURES	100

PROPOSAL 1
ELECTION OF DIRECTORS
The Board recommends a vote FOR all director nominees.	See page 12

PROPOSAL 2
ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS
The Board recommends a vote FOR this proposal.	See page 40

PROPOSAL 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Board recommends a vote FOR this proposal.	See page 42

PROPOSAL 4
SHAREHOLDER PROPOSAL — HUMAN RIGHTS IMPACT ASSESSMENT
The Board recommends a vote AGAINST this proposal.	See page 92

Name and Primary Occupation		Independent	Director Since	Other Public Company Boards	Committee Membership
					AC	CC	FBPC	NCGC	SC
	RICHARD D. CLARKE Former Commander, U.S. Special Operations Command and Retired General, U.S. Army		2023
	RUDY F. DELEON Senior Fellow, Center for American Progress		2014
	CECIL D. HANEY Retired Admiral, U.S. Navy		2019	1
	CHARLES W. HOOPER Former Director, Defense Security Cooperation Agency and Retired General, U.S. Army		2023	1
	MARK M. MALCOLM Former President and CEO, Tower International, Inc.		2015
	JAMES N. MATTIS Former U.S. Secretary of Defense and Retired General, U.S. Marine Corps		2019
	PHEBE N. NOVAKOVIC Chairman and CEO, General Dynamics Corporation		2012	1
	C. HOWARD NYE Chairman, President and CEO, Martin Marietta Materials, Inc.		2018	1
	CATHERINE B. REYNOLDS Co-founder and CEO, VitaKey Inc.		2017	1
	LAURA J. SCHUMACHER Lead Director and Former Vice Chairman, External Affairs and Chief Legal Counsel, AbbVie Inc.		2014	1
	ROBERT K. STEEL Vice Chairman and Partner, Perella Weinberg Partners LP		2021	2
	JOHN G. STRATTON Executive Chairman, Frontier Communications Parent, Inc.		2020	2
	PETER A. WALL Retired General, British Army		2016

Committee Chair	AC = Audit Committee	FBPC = Finance and Benefit Plans Committee
Committee Member	CC = Compensation Committee	NCGC = Nominating and Corporate Governance Committee
		SC = Sustainability Committee

DIRECTOR TENURE		AGE


AN INDEPENDENT BOARD		DIVERSITY

THESE VALUES:
●	Drive how we operate our business;
●	Govern how we interact with each other and our customers, partners and suppliers;
●	Guide the way we treat our workforce; and
●	Determine how we connect with our communities and impact our environment.

Governance Practice			For more information
Stock Ownership	●	*Market-leading stock ownership requirements* provide that executive officers must hold shares of our Common Stock worth at least 8 to 15 times of base salary.	P. 70

	●	We *prohibit hedging and pledging* of our Common Stock by directors and executive officers.	P. 71

Board Structure and Governance	●	Thoughtful *Board refreshment* supports *Board diversity* and a balanced mix of new and more seasoned directors with an average tenure of 7.1 years.	P. 7; P. 25

	●	12 of our 13 director nominees are *independent*. All of our Board committees are chaired by independent directors and are 100% independent.	P. 22; P. 26

	●	An *independent Lead Director* with a robust set of responsibilities is elected annually by the Board and provides additional independent oversight of senior management and Board matters.	P. 24

	●	Diligent *Board oversight of risk* is a cornerstone of our risk management program.	P. 28

	●	Our independent directors meet in executive sessions, chaired by the Lead Director, without management present following each regularly scheduled Board meeting.	P. 31

	●	Our directors had an *average attendance of 99.6% for all Board and committee meetings* in 2024.	P. 31

	●	The Board and each committee conduct *annual self-assessments* of their performance and effectiveness.	P. 36

	●	Our related person transactions policy ensures appropriate Board review of related person transactions.	P. 37

	●	Our directors are *elected annually* based on a *majority voting standard* for uncontested elections. We have a *resignation policy* if a director fails to receive a majority of votes cast.	P. 12; Bylaws^*

	●	We *prevent overboarding* by providing that directors may not serve on more than four other public company boards, and Audit Committee members may not serve on the audit committees of more than two other public companies.	CGG*

Corporate Responsibility and Sustainability	●	The Board’s fully independent *Sustainability Committee* assists the Board in overseeing corporate practices relating to sustainability, including environmental, health, safety, human rights and social matters.	P. 30 SC Charter*

	●	In November 2024, we released an updated *Corporate Sustainability Report* that discusses our Ethos and our commitment to our stakeholders and communities, and transparently outlines our approach and strategy on sustainability topics.	CSR**

	●	Our *ethics program* includes *strong Codes of Ethics* for all employees globally, with specific codes for our directors and financial professionals.	GD Website**

	●	Disclosure of our *corporate political contributions* and *trade association dues* describes the process and oversight we employ in each area.	GD Website***

	●	We have a strong corporate commitment to respecting the *dignity, human rights and autonomy* of others.	CSR; GD Website

GENERAL DYNAMICS / 2025 PROXY STATEMENT	1

2	GENERAL DYNAMICS / 2025 PROXY STATEMENT

GENERAL DYNAMICS / 2025 PROXY STATEMENT	3

4	GENERAL DYNAMICS / 2025 PROXY STATEMENT

Governance Practice			For more information
Shareholder Rights	●	Our *proxy access Bylaws* enable shareholders meeting the requirements in our Bylaws to nominate director candidates and have those nominees included in our proxy statement.	Bylaws*

	●	We do not have a shareholder rights plan, or poison pill. Any such future plan would require shareholder approval.	CGG*

	●	Our Bylaws provide for shareholders’ rights under Delaware law to act by written consent.	Bylaws*

	●	Our shareholders have the right to request a *special meeting* of shareholders.	Bylaws*

	●	*Voting rights are proportional* to economic interests. One share equals one vote.	Certificate of Incorporation*

*	Our Corporate Governance Guidelines (CGG), Certificate of Incorporation, Bylaws and Sustainability Committee Charter (SC Charter) are available on our website at www.gd.com/CorporateGovernance.
**	Our Standards of Business Ethics and Conduct, Codes of Ethics, Corporate Sustainability Report (CSR) and Policy Statement on Human Rights are available on our website at www.gd.com/Responsibility.
***	See www.gd.com/AdditionalDisclosure.

	KEY ITEMS DISCUSSED WITH SHAREHOLDERS IN 2024
In 2024, we reached out to shareholders representing approximately:	HUMAN CAPITAL MANAGEMENT - Diversity - Labor relations	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE - Board composition refreshment and succession planning - Board leadership structure - Board member capacity

	CORPORATE RESPONSIBILITY AND SUSTAINABILITY - Greenhouse gas emissions - Human rights risk management and due diligence - Artificial Intelligence (AI) governance	MANAGEMENT SUCCESSION PLANNING EXECUTIVE COMPENSATION

CEO	OTHER NEOS	DESCRIPTION
ANNUAL BASE SALARY
		● Base salary is set at a market-competitive rate and reflects the experience, potential and performance track record of each executive.
ANNUAL INCENTIVE COMPENSATION
		● Targeted to be market-competitive with our peers, the annual incentive is designed to motivate and align management with current year business goals and varies based on achievements. The incentive includes a balance of financial, strategic and operational measures to align with annual key priorities. ● The 2024 annual incentive was formulaic and based on three financial metrics of diluted earnings per share (EPS) (25%), FCF (25%) and operating margin (20%), as well as overall and individual strategic and operational performance (30%). ● Strategic and operational performance measures include, but are not limited to: financial performance improvements, prudent allocation of capital, human capital management, environmental, social and governance management, debt management, segment performance, cost reductions, leadership and other significant factors not contemplated at the start of the year.
LONG-TERM INCENTIVE (LTI) COMPENSATION
		● LTI awards are targeted around a market-competitive range of our peers and also reflect the experience, potential and performance track record of executives. LTI awards have multi-year performance metrics designed to align the named executive officers (NEOs) with the objectives of our company and shareholders. ● The LTI program consists of three elements: performance stock units, or PSUs (50%), stock options (30%) and restricted stock (20%). ● A mix of elements serves to: – Focus leaders on specific long-term performance results; – Provide a balance of rewards focused on different objectives over varying time periods; – Reward management for improvements in shareholder value; – Retain key employees through longer-term vesting and performance periods; and – Provide an opportunity for wealth accumulation over time that is consistent with the shareholder experience.
50% PERFORMANCE STOCK UNITS 30% STOCK OPTIONS 20% RESTRICTED STOCK

●	Accomplished slate of nominees, with diversity of background, experience, skills and characteristics beneficial to our company
●	All nominees are independent, except the chairman
●	Average director tenure of 7.1 years


Capacity to devote sufficient time and attention to Board responsibilities		Absence of conflicts of interest		Background and professional experience		Diversity of key skills and expertise


	Ethics and integrity		Diversity of background, perspective and life experience		For incumbents: performance, participation and contributions to the Board

Age: 62 Director since: February 2023 INDEPENDENT Committees: ● Finance and Benefit Plans ● Nominating and Corporate Governance	RICHARD D. CLARKE
	BACKGROUND ● Retired General, U.S. Army (1984 to 2022) ● Commander, U.S. Special Operations Command (USSOCOM) (2019 to 2022) ● Director for Strategy Plans and Policy (J5) (2016 to 2019) ● Commander, 82^nd Airborne Division (2014 to 2016); 74^th Commandant of Cadets, U.S. Military Academy at West Point (2013 to 2014); Deputy Commanding General for Operations, 10^th Mountain Division (2011 to 2013)	Mr. Clarke, a former four-star U.S. Army General, brings to the Board a deep understanding of current global security issues, as well as practical considerations underlying strategic and risk assessment analyses in the defense industry. EXPERIENCE HIGHLIGHTS ● Mr. Clarke retired from the U.S. military after nearly four decades of leading complex and diverse organizations at every level, including over 15 years internationally with more than 10 combat deployments to Iraq and Afghanistan. ● As Commander of USSOCOM, he led a joint force of over 75,000 military members with an annual operating budget in excess of $25 billion. ● Mr. Clarke has directed global deployments to conduct some of the nation’s most sensitive and critical missions, advising the U.S. Secretary of Defense directly on human capital, strategy and mission risks.

Age: 72 Director since: September 2014 INDEPENDENT Committees: ● Compensation ● Finance and Benefit Plans ● Sustainability	RUDY F. DELEON
	BACKGROUND ● Senior Fellow, Center for American Progress (2007 to Present) ● Senior Vice President, The Boeing Company (2001 to 2006) ● U.S. Deputy Secretary of Defense (2000 to 2001); Undersecretary of Defense for Personnel and Readiness (1997 to 2000) ● Undersecretary of the U.S. Air Force (1994 to 1997)	Mr. deLeon’s leadership roles in the public and private sectors inform his deep understanding of the aerospace and defense industry, enabling him to bring to the Board valuable perspectives on our business. EXPERIENCE HIGHLIGHTS ● Through his experience as the second-highest ranking civilian official in the U.S. Department of Defense and as a foreign policy and military advisor, Mr. deLeon developed a keen understanding of the complexities of the U.S. military and national security policy. ● His experience in government, combined with his leadership role at Boeing as a senior vice president leading all U.S. federal, state and local government liaison operations, provides him with important insight on navigating both domestic and international business operations, as well as trade policy and related issues in a regulated and global marketplace.

Age: 69 Director since: March 2019 INDEPENDENT Committees: ● Audit ● Nominating and Corporate Governance (Chair)	CECIL D. HANEY
	BACKGROUND ● Retired Admiral, U.S. Navy (1978 to 2017) ● Commander, U.S. Strategic Command (2013 to 2016) ● Commander, U.S. Pacific Fleet (2012 to 2013) OTHER PUBLIC COMPANY BOARDS ● Tenet Healthcare Corporation (2021 to Present)	*Mr. Haney’s nearly four-decade career with the U.S. Navy enables him to provide the Board with valuable insight on key aspects of the defense industry and national security priorities.* EXPERIENCE HIGHLIGHTS ● Mr. Haney’s military leadership positions, particularly with U.S. Strategic Command, required extensive knowledge about the roles of engineering, advanced technologies and cybersecurity in U.S. national security. ● During his service, Mr. Haney also gained broad global experience in managing complex operational and budgetary issues. ● Mr. Haney’s service on public company boards has provided him with valuable perspectives on public company governance and operations.

Age: 67 Director since: June 2023 INDEPENDENT Committees: ● Audit ● Nominating and Corporate Governance	CHARLES W. HOOPER
	BACKGROUND ● Senior Counselor, The Cohen Group (2020 to Present) ● Retired Lieutenant General, U.S. Army (1979 to 2020) ● Director, Defense Security Cooperation Agency (DSCA) (2017 to 2020) ● U.S. Defense Attache to Egypt (2014 to 2017); Director of Strategy, Plans and Programs, U.S. Africa Command (2011 to 2014); Deputy Director of Strategic Planning and Policy, U.S. Indo-Pacific Command (2009 to 2011); U.S. Defense Attache to the People’s Republic of China (2007 to 2009); Senior Director for China, Taiwan and Mongolia Policy in the Office of the U.S. Secretary of Defense (2001 to 2003) OTHER PUBLIC COMPANY BOARDS ● APA Corporation (2022 to Present)	Mr. Hooper’s leadership positions in the U.S. Army enable him to provide the Board with an in-depth understanding of geopolitical and security cooperation considerations essential in the aerospace and defense industry. EXPERIENCE HIGHLIGHTS ● In his role leading the DSCA, which oversees U.S. foreign military sales, Mr. Hooper had oversight of 20,000 people globally and over $50 billion in annual weapons sales. ● International assignments as a senior U.S. Army officer, including Egypt, China, Africa Command and Indo-Pacific Command, give Mr. Hooper broad perspectives on foreign relations and geopolitical complexities, particularly U.S.-China political and military relations. ● Through his leadership roles, Mr. Hooper developed a strong understanding of the impact of technological change in international security, including evolving threat landscapes and cybersecurity matters.

Age: 71 Director since: August 2015 INDEPENDENT Committees: ● Audit ● Finance and Benefit Plans	MARK M. MALCOLM
	BACKGROUND ● President and Chief Executive Officer, Tower International, Inc. (2007 to 2016) ● Senior Advisor, Cerberus Capital Management (2006 to 2007) ● Executive Vice President and Controller, Ford Motor Credit (2004 to 2005); Director of Finance and Strategy, Global Purchasing, Ford Motor Company (2002 to 2004)	Mr. Malcolm’s financial acumen and executive leadership experience provides the Board with valuable insight on complex business issues in areas such as risk management, global supply chain management and public company governance. EXPERIENCE HIGHLIGHTS ● Mr. Malcolm’s executive positions at Tower International and Ford provide him with critical knowledge of the management, financial and operational requirements of large public companies. ● Through his leadership roles, he gained extensive experience in evaluating financial results and accounting principles, as well as a deep understanding of public company financial reporting processes. ● Based on his experience, the Board has determined that Mr. Malcolm is an Audit Committee Financial Expert (as defined by the SEC).

Age: 74 Director since: August 2019 INDEPENDENT Committees: ● Audit ● Nominating and Corporate Governance	JAMES N. MATTIS
	BACKGROUND ● Senior Counselor, The Cohen Group (2019 to Present) ● U.S. Secretary of Defense (2017 to 2019) ● Retired General, U.S. Marine Corps (1969 to 2013); Commander, U.S. Central Command (2010 to 2013); Commander, U.S. Joint Forces Command (2007 to 2010); NATO Supreme Allied Commander Transformation (2007 to 2009) ● Mr. Mattis previously served as a director of General Dynamics Corporation (2013 to 2017)	Mr. Mattis’ demonstrated leadership and strategic skills make him well-equipped to provide valuable insight to the Board on strategic opportunities and risks associated with our aerospace and defense businesses. EXPERIENCE HIGHLIGHTS ● Mr. Mattis’ service as the U.S. Secretary of Defense, following a distinguished career in the U.S. Marine Corps, in addition to top leadership posts with the U.S. Central Command, the U.S. Joint Forces and NATO, provide him with unique perspectives and experiences regarding U.S. and foreign military strategy and operations, including NATO operations. ● Through his leadership positions, Mr. Mattis developed a deep understanding of international and government affairs, particularly in the context of the global defense industry. ● Mr. Mattis’ roles also required an extensive understanding of cybersecurity and advanced technologies.

Age: 67 Director since: May 2012 Committees: ● None	PHEBE N. NOVAKOVIC
	BACKGROUND ● General Dynamics Corporation, Chairman and Chief Executive Officer (2013 to Present); President and Chief Operating Officer (2012); Executive Vice President, Marine Systems (2010 to 2012); Senior Vice President, Planning and Development (2005 to 2010); Vice President, Strategic Planning (2002 to 2005) OTHER PUBLIC COMPANY BOARDS ● J.P. Morgan Chase & Co. (2020 to Present) ● Abbott Laboratories (2010 to 2021)	Ms. Novakovic’s service as a senior officer of General Dynamics since 2002 makes her a valuable and trusted leader who provides the Board with a deep understanding of the company and its customers. EXPERIENCE HIGHLIGHTS ● Through her roles as General Dynamics’ chairman and chief executive officer, president and chief operating officer, and executive vice president, Marine Systems, Ms. Novakovic developed a deep understanding of the company’s business operations, growth opportunities, risks and challenges. ● As General Dynamics’ senior vice president, planning and development, she gained a strong understanding of the company’s core customers and the global marketplace in which we operate. ● Ms. Novakovic’s service as a public company director provides her with valuable perspectives on corporate governance matters and the roles and responsibilities of public company boards.

Age: 62 Director since: May 2018 INDEPENDENT Committees: ● Audit (Chair) ● Compensation	C. HOWARD NYE
	BACKGROUND ● Martin Marietta Materials, Inc., Chairman of the Board of Directors (2014 to Present); Chief Executive Officer and Director (2010 to Present); President (2006 to Present); Chief Operating Officer (2006 to 2009) ● Executive Vice President of Hanson PLC’s North American building materials business (2003 to 2006) OTHER PUBLIC COMPANY BOARDS ● Martin Marietta Materials, Inc. Chairman of the Board of Directors (2014 to Present); Director (2010 to Present)	*Mr. Nye brings to the Board valuable insight on a broad range of strategic and operational business matters.* EXPERIENCE HIGHLIGHTS ● As chairman and chief executive officer of Martin Marietta, a leading supplier of construction aggregates and heavy building materials, Mr. Nye has a deep understanding of engineering, manufacturing, supply chain, mergers and acquisitions, sustainability, regulatory and corporate governance matters. ● Through his senior leadership positions in the manufacturing and construction industry, Mr. Nye gained extensive risk management experience, particularly in employee health and safety matters. ● Mr. Nye’s strong business and legal background, together with his service on public company boards, provide him with valuable insight into challenges and risks facing large public companies. ● Based on Mr. Nye’s experience with public company financial statements and reporting, the Board has determined that Mr. Nye is an Audit Committee Financial Expert (as defined by the SEC).

Age: 67 Director since: May 2017 INDEPENDENT Committees: ● Audit ● Finance and Benefit Plans (Chair) ● Sustainability	CATHERINE B. REYNOLDS
	BACKGROUND ● Co-founder of VitaKey Inc. and Chief Executive Officer (2021 to Present) ● Chairman and Chief Executive Officer of The Catherine B. Reynolds Foundation (2000 to Present) ● Chairman and Chief Executive Officer of EduCap Inc. (1989 to 2023) ● Founder and Chairman of Servus Financial Corporation (1993 to 2000) OTHER PUBLIC COMPANY BOARDS ● Lindblad Expeditions Holdings, Inc. (2016 to Present)	Ms. Reynolds brings to the Board valuable insight on a broad range of financial and business matters, as well as a deep understanding of risk management and public company governance topics. EXPERIENCE HIGHLIGHTS ● Ms. Reynolds has extensive business and financial experience, including her innovative development of the first asset-backed securitization structure for consumer education loans. ● Ms. Reynolds is a certified public accountant, and through her senior executive roles and service on public company boards, including as a member of audit, compensation, sustainability, and finance and benefit plans committees, she has gained valuable insight into public company governance and operations. ● The Board has determined that Ms. Reynolds’ extensive financial and accounting background qualifies her as an Audit Committee Financial Expert (as defined by the SEC).

Age: 61 Director since: February 2014 INDEPENDENT Committees: ● Compensation (Chair) ● Nominating and Corporate Governance	LAURA J. SCHUMACHER — LEAD DIRECTOR
	BACKGROUND ● General Dynamics Corporation Lead Director (2023 to Present) ● AbbVie Inc., Vice Chairman, External Affairs and Chief Legal Counsel (2018 to 2022); Executive Vice President, External Affairs and General Counsel (2013 to 2018) ● Abbott Laboratories, Executive Vice President, General Counsel and Secretary (2007 to 2012) OTHER PUBLIC COMPANY BOARDS ● CrowdStrike Holdings, Inc. (2020 to Present)	Ms. Schumacher’s executive leadership experience provides the Board with a deep understanding of public company governance topics, as well as valuable insight on a broad range of strategic, legal and regulatory business matters. EXPERIENCE HIGHLIGHTS ● Ms. Schumacher’s positions as chief legal officer of two large public companies provided her with extensive experience with respect to risk management and a deep knowledge of the types of legal, regulatory and corporate governance risks facing public companies. ● Her experience as a senior executive in the healthcare industry has provided her with a keen awareness of strategic considerations and challenges associated with a complex, highly regulated industry. ● Ms. Schumacher’s experience includes leading complex corporate transactions, including the separation of AbbVie Inc. from Abbott Laboratories.

Age: 73 Director since: February 2021 INDEPENDENT Committees: ● Compensation ● Finance and Benefit Plans ● Sustainability (Chair)	ROBERT K. STEEL
	BACKGROUND ● Perella Weinberg Partners LP, Vice Chairman (2021 to Present); Partner (2014 to Present); Chairman of Advisory (2014 to 2021); Chief Executive Officer (2014 to 2019) ● New York City Deputy Mayor for Economic Development (2010 to 2013) ● Wachovia Corporation, Chief Executive Officer and President (2008 to 2009) ● U.S. Department of the Treasury, Under Secretary for Domestic Finance (2006 to 2008) ● Goldman Sachs, Vice Chairman (2002 to 2004); Co-head of Equities Division (1996 to 2002) OTHER PUBLIC COMPANY BOARDS ● Perella Weinberg Partners LP, Vice Chairman (2021 to Present) ● USHG Corp. (2021 to Present)	*Mr. Steel brings to the Board a deep understanding of a broad range of financial topics, as well as valuable insight into a variety of sustainability and public company governance matters.* EXPERIENCE HIGHLIGHTS ● Mr. Steel gained extensive experience with financial markets through his high-ranking public and private sector roles, firsthand knowledge of regulatory structures both at the federal and local levels, and a deep understanding of strategic and capital allocation considerations for public companies. ● Mr. Steel served as Co-Chair of the Board of Directors of the Value Reporting Foundation, now part of the International Financial Reporting Standards (IFRS) Foundation, which gives him unique insight into sustainability issues. ● Through his executive leadership positions at Wachovia and Perella Weinberg, Mr. Steel gained valuable insight into challenges facing public companies.

Age: 64 Director since: February 2020 INDEPENDENT Committees: ● Audit ● Finance and Benefit Plans	JOHN G. STRATTON
	BACKGROUND ● Executive Chairman of the Board, Frontier Communications Parent, Inc. (2021 to Present) ● Executive Vice President and President of Global Operations, Verizon Communications Inc. (2015 to 2018); Executive Vice President and President of Global Enterprise and Consumer Wireline, Verizon Communications Inc. (2014 to 2015); Executive Vice President and President of Verizon Enterprise Solutions (2012 to 2014); Executive Vice President and Chief Operating Officer of Verizon Wireless (2010 to 2012) OTHER PUBLIC COMPANY BOARDS ● Frontier Communications Parent, Inc., Executive Chairman of the Board (2021 to Present) ● Abbott Laboratories (2017 to Present)	*Mr. Stratton brings to the Board valuable perspectives on strategic and operational business matters of public companies, including those related to technology and cybersecurity.* EXPERIENCE HIGHLIGHTS ● Through his leadership positions at Frontier Communications and Verizon, Mr. Stratton has extensive business and management experience operating global public companies, including business strategy and risk management. ● Mr. Stratton also gained extensive insight into the importance and role of technology, including opportunities and risks associated with rapidly developing new technologies and cybersecurity. ● His experience in the telecommunications industry also provides Mr. Stratton with an understanding of business operations in a highly regulated industry.

●	Approved in advance the full agenda for each Board meeting and each Board committee meeting, and proposed topics of discussion;
●	Oversaw performance assessments, including the Board self-assessment and CEO compensation review;
●	Attended all Board meetings and all meetings of Board committees on which she served;
●	Chaired meetings of non-management directors;
●	Regularly met with the chairman regarding topics relevant to the Board;
●	Facilitated regular communication among the directors and the chairman; and
●	Participated and assisted in the identification and assessment of potential director candidates.

●	Acts as chair at Board meetings when the chairman is not present, including meetings of the non-management directors;
●	Has authority to oversee the evaluation of the performance of the Board (in consultation with the Nominating and Corporate Governance Committee chair) and the CEO (in consultation with the Compensation Committee chair);
●	Works with the chairman to develop and agree to meeting schedules and agendas, and agree to the nature of the information that will be provided to directors in advance of meetings;
●	Meets regularly with the chairman on topics relevant to the Board and to provide feedback on Board topics and meetings;
●	Has the authority to call meetings of the non-management directors;
●	Consults regularly with non-management directors, coordinates activities of the non-management directors and serves as a liaison between the chairman and non-management directors;
●	Is available for consultation and communication with significant shareholders, when appropriate;
●	Has the authority to retain advisors and consultants in connection with all Board functions; and
●	Performs such other duties as the Board may determine from time to time.

●	Capacity to devote sufficient time and attention to General Dynamics duties;
●	Background and professional experience;
●	Diversity of key skills and expertise;
●	Ethics and integrity;
●	Diversity of background, perspective and life experience; and
●	Absence of conflicts of interest.

	Audit Committee	Compensation Committee	Finance and Benefit Plans Committee	Nominating and Corporate Governance Committee	Sustainability Committee
Richard D. Clarke
Rudy F. deLeon
Cecil D. Haney
Charles W. Hooper
Mark M. Malcolm
James N. Mattis
C. Howard Nye
Catherine B. Reynolds
Laura J. Schumacher
Robert K. Steel
John G. Stratton
Peter A. Wall

●	Defense budget and acquisition matters;
●	Cybersecurity;
●	Labor relations;
●	Product safety topics;
●	Supply chain challenges;
●	Legal and regulatory matters;
●	Financial matters;
●	Human capital management, including succession planning; and
●	Specific customer and program developments.

●	*Succession Planning.* The Board considers senior management succession planning a core part of the company’s risk management program, and at least annually, the Board reviews with the CEO succession planning for senior leadership positions and the timing and development required to ensure continuity and quality of leadership over the short and long term.
●	*Cybersecurity*. In light of the heightened cybersecurity threats faced by the defense industry generally, the Board maintains direct oversight of the company’s cybersecurity risks and approach.
●	*Delegation of Authority.* The Board oversees updates to our Delegation of Authority policy, which serves as the backbone of the company’s approach to risk management, allocating the most significant risks and decisions to senior management.

●	Oversees the company’s policies and practices concerning overall risk assessment and risk management.
●	Reviews and takes appropriate action regarding the company’s annual and quarterly financial statements, the internal audit program, the ethics program and internal control over financial reporting.
●	Receives regular briefings from members of senior management on accounting matters, the internal audit plan, internal control over financial reporting matters, and ethics program matters.
●	Holds separate, regular executive sessions with internal audit, management and the members of the company’s independent auditors’ audit team.