General Dynamics Corp DEF 14A, filed Mar 22, 2024

General Dynamics Corp (GD)

DEF 14A 2024-03-22 For: 2024-05-01

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About this DEF 14A

General Dynamics Corp filed this DEF 14A on March 22, 2024.

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

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		Dear fellow shareholder,

		On May 1, 2024, we will hold our annual meeting of shareholders. Several important matters will be determined at the meeting, including the election of your Board of Directors. In addition to details regarding the topics up for a vote, the enclosed Proxy Statement includes a discussion 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.

		This year’s annual meeting follows a strong year in 2023. We achieved revenue of $42.3 billion, diluted earnings per share of $12.02 and net cash provided by operating activities of $4.7 billion. We also returned $1.9 billion to shareholders via share repurchases and dividends. With a five percent increase in 2023, we now have increased our dividend twenty-six consecutive years.

		These results come as we emerge from a period of significant investment across the company that has been aimed at creating enduring value for our shareholders. In Aerospace, Gulfstream’s product development has resulted in a new fleet of business aircraft, generating significant customer demand. Capital investments in our shipyards and strategic acquisitions in Technologies have positioned the company for further growth. And in Combat, we have worked with our U.S. government customer to achieve substantial increases in artillery production capacity in response to the current threat environment — underscoring what America can do when government and industry are aligned.

		The Board of Directors has continued to carry out its important work of independent oversight. Drawing on deep experience gained from leadership roles in industry, government and the military, your Board of Directors focused its time on the most significant risks and opportunities for the company at each board meeting. In addition, the Board provides close oversight of our leadership refreshment and transition processes and receives company-wide succession planning updates at each meeting.

		On behalf of the Board of Directors, I am pleased to invite you to our 2024 Annual Meeting of Shareholders. If you are unable to attend, 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 14 through 24 for more information on the nominees
2	Advisory Vote on the Selection of Independent Auditors		“FOR”	See page 42 for details
3	Advisory Vote to Approve Executive Compensation		“FOR”	See page 44 for details
4	Shareholder Proposal — Shareholder Opportunity to Vote on Excessive Golden Parachutes		“AGAINST”	See pages 90 through 92 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 6, 2024, 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. A copy of the 2023 Annual Report accompanies this Notice and Proxy Statement and is available on the website listed below. These proxy materials are first being mailed or made available on the internet to shareholders on or about March 22, 2024. By Order of the Board of Directors, Gregory S. Gallopoulos Corporate Secretary Reston, Virginia March 22, 2024
		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 April 26, 2024. Once registered, you can access the virtual meeting at www.VirtualShareholderMeeting.com/
		GD2024.


DATE AND TIME Wednesday, May 1, 2024 9:00 a.m. Eastern Time	VIRTUAL MEETING SITE www.VirtualShareholderMeeting.com/GD2024	WHO CAN VOTE Shareholders as of March 6, 2024, are entitled to vote

PROXY SUMMARY	5
2024 Board of Director Nominees	8

ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY	14
Director Nominations	14
Director Nominees’ Skills, Knowledge and Experience	15
2024 Director Nominees	17
Director Independence	24
Board Nominees Recommended by Shareholders	24

GOVERNANCE OF THE COMPANY	25
Our Commitment to Strong Corporate Governance	25
Our Ethos	25
Board Leadership Structure	26
Board Refreshment	27
Board Committees	28
Risk Oversight	30
Board Meetings, Attendance and Executive Sessions	33
Corporate Responsibility and Sustainability	33
Shareholder Outreach and Engagement	36
Director Orientation and Continuing Education	37
Board and Committee Performance Assessments	38
Communications with the Board	38
Related Person Transactions Policy	39
Director Compensation	40
Director Stock Ownership Guidelines	41

ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS	42
Audit and Non-Audit Fees	42
Auditor Independence	43
Policy on Pre-Approval	43
Audit Committee Report	43

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	44

COMPENSATION DISCUSSION & ANALYSIS	45
Executive Summary	46
The Compensation Process	51
Components of Executive Compensation and Alignment with Company Performance	54

EXECUTIVE COMPENSATION	72
Summary Compensation	72
Equity-Based Awards	73
Option Exercises and Stock Vested	74
Outstanding Equity Awards	75
Company-Sponsored Retirement Plans	78
Nonqualified Defined-Contribution Deferred Compensation	80
Potential Payments Upon Termination or Change in Control	81
Pay Ratio Results	83
Pay Versus Performance	84
Compensation Committee Report	87

SECURITY OWNERSHIP	88
Security Ownership of Management	88
Security Ownership of Certain Beneficial Owners	89
Equity Compensation Plan Information	89

SHAREHOLDER PROPOSAL — SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES	90
Proposal and Supporting Statement	90
Statement by Your Board of Directors Against the Shareholder Proposal	91

FREQUENTLY ASKED QUESTIONS	93

OTHER IMPORTANT INFORMATION	97
Additional Shareholder Matters	97
Shareholder Proposals and Director Nominees for the 2025 Annual Meeting of Shareholders	97
2023 Annual Report on Form 10-K	97
Delivery of Documents to Shareholders Sharing an Address	97
Websites	97
Cautionary Note Regarding Forward-Looking Statements	98

APPENDIX A: USE OF NON-GAAP FINANCIAL MEASURES	99

PROPOSAL 1
ELECTION OF DIRECTORS
The Board recommends a vote FOR all director nominees.	See page 14

PROPOSAL 2
ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS
The Board recommends a vote FOR this proposal.	See page 42

PROPOSAL 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Board recommends a vote FOR this proposal.	See page 44

PROPOSAL 4
SHAREHOLDER PROPOSAL — SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES
The Board recommends a vote AGAINST this proposal.	See page 90


$42.3 billion REVENUE	$4.7 billion NET CASH PROVIDED BY OPERATING ACTIVITIES	$3.8 billion FREE CASH FLOW (FCF)⁽¹⁾	$93.6 billion YEAR-END BACKLOG
Record High	Record High	Record High	Record High
$1.32 per share QUARTERLY DIVIDEND	$1.9 billion CASH RETURNED TO SHAREHOLDERS	$1.4 billion CASH INVESTED IN THE BUSINESS	87.4% THREE-YEAR TOTAL SHAREHOLDER RETURN (TSR)
Five percent increase from prior year	Including the 26th consecutive annual dividend increase	Representing capital expenditures and company-sponsored research and development	vs. 33.1% for the S&P 500 Index vs. 41.9% for the S&P A&D Index

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

•	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
Stock Ownership	• 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 6.1 years.	P.9; P. 27
	• 12 of our 13 director nominees are *independent*. All of our Board committees are chaired by independent directors and are 100% independent.	P.24; P. 28
	• 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. 26
	• Diligent *Board oversight of risk* is a cornerstone of our risk management program.	P. 30
	• Our independent directors meet in *executive sessions*, chaired by the Lead Director, without management present following each regularly scheduled Board meeting.	P. 33
	• Our directors had an *average attendance of 98.7% for all Board and committee meetings* in 2023.	P. 33
	• The Board and each committee conduct *annual self-assessments* of their performance and effectiveness.	P. 38
	• Our *related person transactions policy* ensures appropriate Board review of related person transactions.	P. 39
	• 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. 14; 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. 32; SC Charter*
	• In November 2023, we released an updated *Corporate Sustainability Report* that discusses our Ethos, our commitment to our stakeholders and communities, our efforts to *reduce greenhouse gas (GHG) emissions, and our commitment to diversity and inclusion*.	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

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*

GENERAL DYNAMICS / 2024 PROXY STATEMENT	2

GENERAL DYNAMICS / 2024 PROXY STATEMENT	3

GENERAL DYNAMICS / 2024 PROXY STATEMENT	4

GENERAL DYNAMICS / 2024 PROXY STATEMENT	5

*	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 Human Rights Policy are available on our website at www.gd.com/Responsibility.
***	See www.gd.com/AdditionalDisclosure.

CEO	OTHER NEOS	DESCRIPTION
ANNUAL BASE SALARY
		• Base salary is targeted to be a market-competitive rate and reflects the experience, potential and performance track record of each executive.
ANNUAL INCENTIVE COMPENSATION
		• Targeted around the median of 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 2023 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 (ESG) 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 thought, experience and skills beneficial to our company


Ability 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		Overall gender and racial / ethnic diversity		For incumbents: performance, participation and contributions to the Board

Age: 71 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: 68 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: 66 Director since: June 2023 INDEPENDENT Committees: • 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: 70 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) OTHER PUBLIC COMPANY BOARDS • Tower International, Inc. (a former public company) (2007 to 2019; became public in 2010)	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: 73 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: 66 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: 61 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: 66 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: 60 Director since: February 2014 INDEPENDENT Committees: • Compensation (Chair) • Nominating and Corporate Governance	LAURA J. SCHUMACHER — LEAD DIRECTOR
	BACKGROUND • General Dynamics Corporation Lead Director (August 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: 72 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 Acquisition Corp. (2021 to Present) • Cadence Bancorporation (now known as Cadence Bank) (2010 to 2019)	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.

General Dynamics Corp DEF 14A, filed Mar 22, 2024

About this DEF 14A

LETTER TO OUR SHAREHOLDERS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

PROXY SUMMARY

Voting Matters and Board Recommendations

Who We Are

Overview of Our Business and Strategy

Delivering Long-Term Shareholder Value

THREE-YEAR TSR PERFORMANCE VS. PEER INDEX

Strong 2023 Financial and Operational Performance

2024 Board of Director Nominees

Composition of the General Dynamics Board

A Commitment to Sound Corporate Governance

Corporate Governance Highlights

Shareholder Engagement

Executive Compensation Highlights

Components of 2023 Compensation Program

ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY

Director Nominations

Director Nominees’ Skills, Knowledge and Experience

Board Diversity

Limitation on Directorships

Director Retirement Policy

2024 Director Nominees

Director Independence

Independence Standards

Independence Determinations

Board Nominees Recommended by Shareholders

GOVERNANCE OF THE COMPANY

Our Commitment to Strong Corporate Governance

Our Ethos

Board Leadership Structure

Chairman

Independent Lead Director

Board Refreshment

Board Committees

Committee Members

Committee Responsibilities

Risk Oversight

Board of Directors

Audit Committee

Finance and Benefit Plans Committee

Compensation Committee

Nominating and Corporate Governance Committee

Sustainability Committee

Senior Management

External Advisors

Board Meetings, Attendance and Executive Sessions

Engaged and Active Board of Directors

Corporate Responsibility and Sustainability

Sustainability Governance

Overarching Principles

Key Focus Areas

Shareholder Outreach and Engagement

Director Orientation and Continuing Education

Board and Committee Performance Assessments

Communications with the Board

Related Person Transactions Policy

Director Compensation

2023 Compensation

2024 Compensation

Director Compensation Table

DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

Director Stock Ownership Guidelines

ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS

Audit and Non-Audit Fees

Auditor Independence

Policy on Pre-Approval

Audit Committee Report

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

Business Overview

2023 Performance Highlights

Business Performance

2023 Key Compensation Decisions

2023 Base Salaries

Performance Metrics

Age: 63 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.

Age: 68 Director since: August 2016 INDEPENDENT Committees: • Finance and Benefit Plans • Nominating and Corporate Governance • Sustainability	PETER A. WALL
	BACKGROUND • Retired General, British Army (1974 to 2014); Chief of the General Staff (2010 to 2014); Commander in Chief, Land Command (2009 to 2010) • Director of Operations, United Kingdom Ministry of Defence (2007 to 2009) • Director and Chief Executive Officer, Amicus Limited (strategic leadership advisory firm) (2014 to Present)	Mr. Wall brings to the Board important insight into the operational requirements of our customers, the application of technology in our business, and a deep understanding of global security issues. EXPERIENCE HIGHLIGHTS • Mr. Wall had a distinguished career in the British Army before retiring at the rank of General in 2014, and he also served as Director of Operations for the U.K. Ministry of Defence, directing operations worldwide. • As Chief of the General Staff of the British Army, Mr. Wall managed significant operating budgets and led a major transformation of the British Army, including capital investment to harness the latest military technology. • Mr. Wall’s service in the U.K. Ministry of Defence and the British Army gave him an in-depth understanding and appreciation of the complexities of the U.K. military, its allies and the overall defense 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.

•	The capacity to devote sufficient time and attention to General Dynamics duties;
•	Background and professional experience;
•	Diversity of key skills and expertise;
•	Ethics and integrity;
•	Gender and racial/ethnic diversity; and
•	The 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 diversity 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.

•	Oversees the management of the company’s financial policies and the assets of the company’s defined benefit plans for employees.
•	Oversees market risk exposure with respect to assets within the company’s defined benefit plans, and related to the capital structure of the company, including borrowing, liquidity, allocation of capital and funding of benefit plans.
•	Assesses risks in areas under its purview, and receives regular briefings from our senior management or external advisors on financial policies, pension plan liabilities, and funding and asset performance.

•	Oversees our executive compensation program to ensure that the program creates incentives for strong operational performance and for the long-term benefit of the company and its shareholders without encouraging excessive risk-taking.
•	Receives briefings from the chairman and CEO; the senior vice president, human resources and administration; and outside consultants and advisors on compensation matters.

•	Oversees risks related to the company’s governance structure, processes, and risks arising from related person transactions.
•	Receives briefings from the senior vice president, general counsel and secretary.