General Dynamics (GD) Proxy Filing summary

Executive summary

• Achieved record-high 2024 revenue of $47.7B, net earnings of $3.8B, and EPS of $13.63, with a $90.6B backlog and $144B in total estimated contract value, despite supply chain and certification challenges.

• Returned $3B to shareholders via dividends and buybacks, increasing the annual dividend by 7.6% for the 27th consecutive year.

• Board refreshment continued, maintaining a diverse, experienced, and predominantly independent board.

• Engaged with shareholders representing 65% of stock, discussing performance, governance, sustainability, and compensation.

Voting matters and shareholder proposals

• Four proposals: election of directors, advisory vote on auditors, advisory vote on executive compensation, and a shareholder proposal for a human rights impact assessment.

• Board recommends voting FOR all director nominees, auditors, and executive compensation, and AGAINST the human rights impact assessment proposal.

Board of directors and corporate governance

• 13 director nominees, 12 independent, with an average tenure of 7.1 years and strong diversity in gender, ethnicity, and expertise.

• Board committees (Audit, Compensation, Finance and Benefit Plans, Nominating and Corporate Governance, Sustainability) are fully independent.

• Lead Director provides additional independent oversight; annual board and committee self-assessments are conducted.

• Board refreshment process added four new independent directors since 2020.