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

DEF 14A of General Dynamics Corp

Filed Mar 28, 2025 · FY20240001308179-25-000291

Open on EDGAR

  1. HOW TO VOTE

    | 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 |

  2. 2025 Board of Director Nominees

    2025 Board of Director Nominees

  3. 2025 Board of Director Nominees

    2025 Board of Director Nominees

  4. 2025 Board of Director Nominees

    | 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 | | | | | | |

  5. 2025 Board of Director Nominees

    | | 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 |

  6. 2025 Board of Director Nominees

    | 6 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  7. Components of 2024 Compensation Program

    | | 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 | | |

  8. Director Nominees’ Skills, Knowledge and Experience

    Director Nominees’ Skills, Knowledge and Experience In considering Board nominees, the Nominating and Corporate Governance Committee considers each individual’s background and personal and professional experiences, in addition to general qualifications. Nominees are evaluated in the context of the Board as a whole, with a focus on achieving an appropriate mix of skills needed to lead the company at the Board level. The Nominating and Corporate Governance Committee regularly assesses and communicates with the Board about current and potential future skills and backgrounds to ensure the Board maintains an appropriate mix. These skills are reflected in the following table. Each nominee also possesses additional skills and experience that are not highlighted among those listed below. In addition to specific skills, any nominee to our Board must possess the personal integrity and values to assure that the Board can carry out its duties in the context of the potential military use of our products and services.

  9. Director Nominees’ Skills, Knowledge and Experience

    | DIRECTOR NOMINEES’ SKILLS, KNOWLEDGE AND EXPERIENCE MATRIX | | | | | | | | | | | | | | | | | | | Importance to General Dynamics | | | | | | | | | | | | | | | | Aerospace and Defense Industry | Supports oversight of the company’s business performance, understanding of our customers, and strategic developments in our industry | | | | | | | | | | | | | | | | Corporate Governance and Public Company Board | Provides the background and knowledge necessary to ensure effective oversight and governance | | | | | | | | | | | | | | | | Finance or Accounting | Enables in-depth analysis of our financial statements and understanding of our capital structure, financial transactions and financial reporting processes | | | | | | | | | | | | | | | | Government Relations and Regulatory | Critical for an understanding of the complex regulatory and governmental environment involving our business, including relevant policy issues | | | | | | | | | | | | | | | | Global Business and Strategy | Important for oversight of a complex organization with operations worldwide | | | | | | | | | | | | | | | | Operations and Manufacturing | Necessary in overseeing a sustainable, complex and global manufacturing company | | | | | | | | | | | | | | | | Sustainability | Supports oversight of the company’s corporate sustainability practices and management related to environmental, health, safety, human rights and social matters | | | | | | | | | | | | | | | | Technology and Cybersecurity | Supports our businesses in navigating the increasingly sophisticated and constantly evolving landscape for technology and cybersecurity | | | | | | | | | | | | | |

  10. Director Nominees’ Skills, Knowledge and Experience

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 13 |

  11. Balanced Board

    Balanced Board In order to sustain a global business, we must bring together a group of people with a vision for the future and diversity of thought. We must have leadership, at both the executive and Board levels, to develop and execute our business objectives better than our competition. Highlights of the composition of the Board, as nominated, include:

  12. Limitation on Directorships

    Limitation on Directorships Consistent with our director nominee evaluation criterion that each nominee must have the ability to devote sufficient time and attention to Board responsibilities, our 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.

  13. Director Retirement Policy

    Director Retirement Policy Directors typically do not stand for election after reaching the age of 75. If the Nominating and Corporate Governance Committee and two-thirds of the directors then in office determine that having a particular person on the Board would provide a significant benefit to the company, that individual may stand for election after reaching the age of 75. Our Bylaws prohibit directors from standing for election after reaching the age of 78.

  14. Director Retirement Policy

    | 14 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  15. 2025 Director Nominees

    2025 Director Nominees The following 13 nominees are standing for election to the Board at the Annual Meeting. If any nominee withdraws or for any reason is unable to serve as a director, your proxy will be voted for any remaining nominees (except as otherwise indicated in your proxy) and any replacement nominee designated by the Nominating and Corporate Governance Committee.

  16. 2025 Director Nominees

    | 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, 82nd Airborne Division (2014 to 2016); 74th Commandant of Cadets, U.S. Military Academy at West Point (2013 to 2014); Deputy Commanding General for Operations, 10th 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. |

  17. 2025 Director Nominees

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 15 |

  18. 2025 Director Nominees

    | 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. |

  19. 2025 Director Nominees

    | 16 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  20. 2025 Director Nominees

    | 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. |

  21. 2025 Director Nominees

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 17 |

  22. 2025 Director Nominees

    | 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). |

  23. 2025 Director Nominees

    | 18 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  24. 2025 Director Nominees

    | 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. |

  25. 2025 Director Nominees

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 19 |

  26. 2025 Director Nominees

    | 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. |

  27. 2025 Director Nominees

    | 20 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  28. Director Independence

    Director Independence

  29. Director Independence

    | Age: 69 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. |

  30. Director Independence

    Director Independence

  31. Independence Standards

    Independence Standards Our Board has established an objective that at least two-thirds of the directors be independent. The Board has established director independence guidelines (the Director Independence Guidelines) that are consistent with applicable New York Stock Exchange (NYSE) rules to assist in determining director independence. Our Board regularly assesses the independence of our directors and examines the nature and extent of any relationships between General Dynamics and our directors, their families and their affiliates. For a director to be considered independent, the Board must determine that a director does not have any direct or indirect material relationship with General Dynamics. The Director Independence Guidelines are a part of our Corporate Governance Guidelines, which are available at www.gd.com/CorporateGovernance.

  32. Independence Determinations

    Independence Determinations The Board has determined that each current non-management director — Ms. Reynolds, Ms. Schumacher, and Messrs. Clarke, deLeon, Haney, Hooper, Malcolm, Mattis, Nye, Steel, Stratton and Wall — qualifies as an independent director. In March of each year and at other times during the year for director nominations or appointments occurring outside the annual meeting of shareholders, the Board considers whether each director and nominee to the Board meets the definition of an “independent director” in accordance with applicable NYSE rules and the company’s Director Independence Guidelines. To make these independence determinations, the Board reviewed all relationships between General Dynamics and the directors and affirmatively determined that none of the individuals qualifying as independent has a material business, financial or other type of relationship with General Dynamics, other than as a director or shareholder of the company. Specifically, the Board considered the relationships listed below and the related person transactions listed on page 37 of this Proxy Statement and found them to be immaterial. For each of the relationships that the Board considered for 2024, 2023 and 2022, the payments made or received by General Dynamics, and the charitable contributions made by General Dynamics, fell below the thresholds in our Director Independence Guidelines (the greater of $1 million or 2% of the consolidated gross revenue of the other company). Listed below are the relationships that existed in 2024 that were considered by the Board as part of its independence determinations.

  33. Independence Determinations

    | ● | Ms. Reynolds, Ms. Schumacher, and Messrs. Clarke, Haney, Hooper, Mattis and Nye serve or served as members of the boards of trustees or boards of directors, or as executive officers, of charitable and other non-profit organizations to which General Dynamics (i) made payments for memberships, sponsorships, trade show exhibit space or tuition in the usual course of our business, (ii) made and received payments for products and services in the usual course of our business or (iii) made contributions as part of our annual giving program. |

  34. Independence Determinations

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 21 |

  35. Board Nominees Recommended by Shareholders

    Board Nominees Recommended by Shareholders

  36. Board Nominees Recommended by Shareholders

    | ● | Ms. Schumacher and Messrs. Clarke, Haney, Hooper, Nye, Steel and Stratton serve or served as directors of companies, and Messrs. Hooper, Mattis, Nye and Stratton are or were employees or executive officers of companies to which General Dynamics sold products and services, or from which General Dynamics purchased products and services, in the ordinary course of business. None of the directors had any material interest in, or received any direct compensation in connection with, these ordinary-course business relationships. |

  37. Board Nominees Recommended by Shareholders

    Board Nominees Recommended by Shareholders The Nominating and Corporate Governance Committee will consider director nominees recommended by shareholders in the same manner as it considers and evaluates potential directors identified by the company. Recommendations by shareholders should be submitted in writing to the chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, General Dynamics Corporation, 11011 Sunset Hills Road, Reston, Virginia 20190. Our Bylaws address the requirements for nominations of directors, including a proxy access provision that permits a shareholder or a group of up to 20 shareholders who have owned 3% or more of the company’s outstanding capital stock continuously for at least three years to submit director nominees for inclusion in our proxy statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. The requirements for director nominations, including requirements for proxy access, can be found in Article II, Section 10 of our Bylaws, which are available on our website at www.gd.com/CorporateGovernance.

  38. Board Nominees Recommended by Shareholders

    | 22 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  39. Board of Directors

    Board of Directors The Board oversees risk management, focusing on the most significant risks facing the company, including strategic, operational, financial, legal, environmental, cybersecurity and reputational risks. The Board evaluates the company’s risks throughout the year. The Board focuses on risk at its annual multi-day Board meeting, typically held in early February, to set the overall strategy and operating plan for the company. The Board reviews, adjusts where appropriate, and approves the annual business unit and business segment goals presented by management; adopts our company operating plan for the year; and monitors these plans and related risks throughout the year as part of periodic financial and performance reports given to the Board by the CFO and executive vice president of each business segment. While two Board meetings per year are specially designated to focus on a comprehensive review of risk management, where the CEO and senior management team provide the Board with a dedicated assessment of the company’s key risk areas, as well as mitigation efforts, risks are also raised and discussed at every Board meeting. Throughout the course of the year, the Board receives briefings from senior management, including those responsible for legal and compliance risk, concerning a variety of topics and related risks specifically facing the company as they arise.

  40. Board of Directors

    | 28 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  41. Board of Directors

    Examples of the risk topics discussed in 2024 included:

  42. Board of Directors

    | ● | 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. |

  43. Board of Directors

    The Board maintains general risk oversight as described above. There are also specific significant risks of which the Board has maintained direct oversight:

  44. Board of Directors

    | ● | 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. |

  45. Board of Directors

    In addition, the Board committees are each responsible for various areas of risk oversight as described below.

  46. Compensation Committee

    | ● | 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. |

  47. Related Person Transactions Policy

    | ● | Director compensation that has been approved by the Board; | | ● | A transaction where the rates or charges are determined by competitive bid; or | | ● | A compensatory arrangement solely related to employment with General Dynamics (or a subsidiary) that has been approved by the Compensation Committee or recommended by the Compensation Committee to the Board. |

  48. Director Compensation

    Director Compensation

  49. Director Compensation

    Director Compensation We compensate each non-management director for service on the Board. The Compensation Committee reviews director compensation on an annual basis.

  50. 2025 Compensation

    2025 Compensation For 2025, as part of its annual review of director compensation, the Compensation Committee requested that management update its director compensation analysis. Management engaged Aon to provide survey data for the peer group used to benchmark executive compensation. The committee reviewed the survey data regarding director compensation provided by Aon. Based on this review, the committee recommended no changes to director compensation at this time.

  51. Director Compensation Table

    Director Compensation Table The table below provides total compensation for 2024 for each non-management director serving during the year.

  52. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

  53. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Option Awards ($)(c) | All Other Compensation ($)(d) | Total ($) | | Richard D. Clarke | 141,250 | 85,098 | 84,574 | 552 | 311,474 | | Rudy F. deLeon | 157,500 | 85,098 | 84,574 | 552 | 327,724 | | Cecil D. Haney | 158,750 | 85,098 | 84,574 | 552 | 328,974 | | Charles W. Hooper | 143,594 | 85,098 | 84,574 | 552 | 313,818 | | Mark M. Malcolm | 148,750 | 85,098 | 84,574 | 552 | 318,974 | | James N. Mattis | 148,750 | 85,098 | 84,574 | 552 | 318,974 | | C. Howard Nye | 165,000 | 85,098 | 84,574 | 552 | 335,224 | | Catherine B. Reynolds | 168,750 | 85,098 | 84,574 | 552 | 338,974 | | Laura J. Schumacher | 202,500 | 85,098 | 84,574 | 552 | 372,724 | | Robert K. Steel | 167,500 | 85,098 | 84,574 | 552 | 337,724 | | John G. Stratton | 148,750 | 85,098 | 84,574 | 552 | 318,974 | | Peter A. Wall | 155,000 | 85,098 | 84,574 | 552 | 325,224 |

  54. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | (a) Messrs. Nye and Stratton, Ms. Reynolds and Ms. Schumacher elected to receive 100% of their annual retainer in Common Stock; Mr. deLeon elected to receive 50% of his annual retainer in Common Stock; Mr. Haney elected to receive 10% of his annual retainer in Common Stock; and Mr. Hooper elected to receive 20% of his annual retainer in Common Stock. Based upon these elections and each director’s length of service for the year, they received the following number of shares of Common Stock with the associated approximate grant date fair value: Mr. deLeon — 217 shares ($61,762); Mr. Haney — 42 shares ($11,962); Mr. Hooper — 86 shares ($24,483); and 437 shares ($124,373) for each of Messrs. Nye and Stratton, Ms. Reynolds and Ms. Schumacher. | | (b) The amounts reported in the Stock Awards column reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation. Assumptions used in the calculation of these amounts are included in Note R to our consolidated audited financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on February 7, 2025. Restricted stock awards outstanding as of December 31, 2024, for each director were as follows: 685 for Mr. Clarke; 1,050 for Messrs. deLeon, Haney, Malcolm, Mattis, Nye, Steel, Stratton and Wall, Ms. Reynolds and Ms. Schumacher; and 540 for Mr. Hooper. | | (c) The amounts reported in the Option Awards column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Assumptions used in the calculation of these amounts are included in Note R to our consolidated audited financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on February 7, 2025. Option awards outstanding as of December 31, 2024, for each director were as follows: 3,180 for Mr. Clarke; 21,420 for Mr. deLeon; 13,940 for Mr. Haney; 2,540 for Mr. Hooper; 22,630 for Mr. Malcolm; 12,330 for Mr. Mattis; 15,390 for Mr. Nye; 17,400 for Ms. Reynolds; 23,990 for Ms. Schumacher; 8,140 for Mr. Steel; 11,350 for Mr. Stratton; and 18,200 for Mr. Wall. | | (d) Amounts reflect payments for AD&D insurance. The amount also includes companion travel on a charter aircraft, where the aggregate incremental cost to the company was zero ($0). Flights were taken in accordance with the company’s applicable policies regarding use of company aircraft. |

  55. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

    | EXECUTIVE SUMMARY | 44 | | Business Overview | 44 | | 2024 Performance Highlights | 45 | | 2024 Key Compensation Decisions | 46 | | Executive Compensation Philosophy | 47 | | Our Executive Compensation Governance Practices | 49 | | Insider Trading Policy | 49 | | Equity Grant and Approval Timing Practices | 49 | | THE COMPENSATION PROCESS | 50 | | 2024 Compensation Process Timeline | 50 | | Peer Group and Benchmarking to the Market | 51 | | Shareholder Engagement | 51 | | COMPONENTS OF EXECUTIVE COMPENSATION AND ALIGNMENT WITH COMPANY PERFORMANCE | 52 | | Annual Base Salary | 53 | | Annual Incentive Compensation | 54 | | Long-Term Incentive Compensation | 64 | | Benefits and Perquisites | 68 | | Other Considerations | 70 |

  56. 2024 Performance Metrics

    2024 Performance Metrics The performance metrics driving our annual incentive (diluted EPS; FCF; operating margin; and the strategic and operational goals) and long-term incentive (return on invested capital (ROIC)(1) and relative TSR (rTSR)) continue to balance near-term returns, long-term investments and the shareholder experience. These metrics are directly aligned with our strategy and are appropriate and effective in focusing our leaders on the drivers of shareholder value across our business over varying time horizons. Our belief in the appropriateness of these measures is supported by direct and positive feedback from the General Dynamics shareholders with whom we regularly engage and the 95.7% support for our say-on-pay vote in 2024. For purposes of determining 2024 NEO compensation, we made no changes to the metrics utilized or the weightings assigned to the metrics.

  57. 2024 Annual Incentive

    2024 Annual Incentive Incentive Payout Targets (percentage of salary) – The annual incentive targets were set to reflect a balance of factors, including: the market data for these positions at peer companies, accountability for results, criticality and level of responsibility of the role, and experience, performance and potential of the incumbent. The annual incentive opportunities were as follows: Ms. Novakovic - 185% of salary, Ms. Kuryea - 115% of salary, Mr. Aiken - 125% of salary, and Messrs. Burns, Smith and Deep - 110% of salary. Overall, management established business plans and the Board approved financial targets for 2024 designed to be challenging, while recognizing the uncertainty and potential volatility of our financial performance resulting from the effects of supplier performance, supply chain disruptions in certain areas of the business, and the timing of the G700 U.S. Federal Aviation Administration (FAA) certification at Gulfstream. This translated into:

  58. 2024 Annual Incentive

    | ● | 2024 annual incentive financial metric performance target ranges: were used in lieu of specific performance targets to reduce leverage and ensure a balanced performance-payout relationship in the face of potentially volatile results. The effect of using this approach is that performance within the target ranges results in a payout at the target level, while performance above or below the ranges results in payouts above or below target, consistent with our pay-for-performance approach to compensation. | | ● | 2024 NEO performance financial targets: were set consistent with our business plan and shareholder communications. The 2024 performance targets were consistent with or higher than the 2023 actual results. |

  59. 2024 Annual Incentive

    | – | EPS target set 18% higher | | – | Operating margin target set 7% higher | | – | FCF target consistent with 2023 |

  60. 2024 Annual Incentive

    (1) See Appendix A for a discussion of this non-GAAP measure.

  61. 2024 Annual Incentive

    | 46 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  62. 2024 Annual Incentive

    Annual Incentive Payouts for 2024 Performance – Despite achieving significant growth and performance during the year, we fell short of our financial targets. As a result, the four NEOs who were also NEOs in 2023, received 20% less in annual incentive payouts for 2024 performance compared to 2023. The NEOs achieved an average score of 108% of target based on the performance of the company against the three financial metrics (EPS, FCF and operating margin) and the NEOs’ superior performance against their respective strategic and operational goals.

  63. 2024 Annual Incentive

    | ● | EPS – The company fell short of its EPS goal in 2024 as a result of multiple circumstances beyond our control. Supplier quality and schedule issues created cost growth and schedule delays on both the Virginia-class submarine program and G700 deliveries at Gulfstream. Later-than-planned certification of the G700 also contributed to fewer deliveries within the year. | | ● | Operating margin – The company fell short of its operating margin target in 2024 due to the same reasons mentioned above. | | ● | FCF – The company missed its FCF target by approximately $500 million due to delayed G700 deliveries and higher-than-planned working capital growth in our Marine Systems and Combat Systems segments. | | ● | Strategic and operational performance – All NEOs demonstrated superior performance in what continued to be a challenging business environment. They continued to navigate uncertainties such as labor inexperience, supply chain disruptions and inflation, while delivering solid growth and making excellent progress on other important goals. |

  64. Long-Term Incentives

    Long-Term Incentives 2022 – 2024 Performance Stock Unit (PSU) Payout – Our operating and share price performance during the last three years drove the results realized under the 2022 grant of PSUs for the 2022 – 2024 performance period to 136% of target aggregate payout. Our three-year ROIC performance for 2022 – 2024 was 12.7%, reflecting outperformance versus a target of 12.6% for a slightly above-target payout of 102%. Our three-year rTSR had a positive impact on the performance of the 2022 grant of PSUs as our ranking for purposes of the rTSR calculation was at the 81st percentile, resulting in the application of a 1.33x modifier. Consistent with our pay-for-performance philosophy and our focus on long-term performance, the 2022 – 2024 PSUs paid out at 136% out of a maximum of 200%. 2024 Long-Term Incentive (LTI) Grant – Consistent with the prior year, the 2024 long-term equity grants to NEOs were composed of 50% PSUs, 30% stock options and 20% restricted stock, and the PSUs continue to be tied to three-year ROIC with an rTSR modifier. On average, 2024 NEO LTI award values were approximately 5.9% higher than in 2023. These grants reflect our NEOs’ proactive management and the financial performance of the company. The percentage increase in value is in line with general changes in market pay opportunity levels observed among our peers and the broader market.

  65. Our Executive Compensation Governance Practices

    | | 100% independent Compensation Committee Independent compensation consultant reporting to the Committee Director and management proactive annual engagement with shareholders to discuss executive compensation Market-leading stock ownership requirements for executive officers (values at least 15x base salary for the CEO and at least 8x to 10x base salary for the other NEOs) Incentive compensation based on clear, measurable goals for key financial, strategic and operational metrics that drive business performance The value of earned long-term incentives is based on our future and sustained performance and shareholder value creation Thoughtfully selected peer group consisting of other aerospace and defense companies, as well as other companies with large market capitalization in related industries, with annual Committee review 50% of our long-term incentive is delivered in performance-based stock units that vest in three years subject to two relevant and objective metrics, ROIC and rTSR Double-trigger change-in-control arrangements Clawback, anti-hedging and anti-pledging policies | | | No single-trigger equity acceleration upon a change in control No excessive perquisites No excise tax gross-ups No employment agreements with NEOs No spring-loading of equity grants No cash severance greater than 2.99x salary and annual incentive without shareholder approval |

  66. Equity Grant and Approval Timing Practices

    Equity Grant and Approval Timing Practices It is our practice to grant most of our equity awards, including stock options, on pre-established dates, with annual grants generally occurring in the first week of March in connection with March Committee and Board meetings. The Committee approves annual awards for directors and executive officers. Annual awards for executives are granted in specified dollar amounts, with the number of shares for each time-based RSU and PSU grant determined by dividing the dollar amount by the closing average of the high and low market price of our Common Stock on the grant date. We do not make off-cycle equity grants to our executive officers except in connection with a promotion or in connection with hiring a new executive officer. Neither the Board nor the Committee takes material, non-public information into account when determining the timing of equity awards, including stock options, and we do not time the release of material, non-public information based on equity award grant dates.

  67. Equity Grant and Approval Timing Practices

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 49 |

  68. The Compensation Process

    The company targets to pay market-competitive rates for similarly situated positions with variation based on executive experience, performance and skill set. The program objective of pay-for-performance is achieved through annual performance reviews that impact salary, as well as annual and long-term incentives. In addition, through the annual and long-term incentive programs, the NEOs are rewarded for outperforming on company goals. Similarly, realized pay can be substantially less than targeted levels for performance that falls significantly short of pre-established targets.

  69. 2024 Compensation Process Timeline

    | November 2023 | January – February 2025 | | ● Business unit presidents present operating goals and plans to the CEO. ● The CEO, in consultation with the CFO and executive vice presidents, establishes company operating goals. | ● Based on company and individual performance for the prior fiscal year, the CEO calculates a score for each NEO (other than herself). ● The Committee evaluates the CEO’s performance and the CEO’s assessment of other NEO performance, as well as reviews peer compensation data in preparation for considering 2025 base salary recommendations and determining 2024 annual incentive payouts for the NEOs. ● The proposed annual incentive payouts for 2024 performance, together with proposed base salary and LTI grant values for 2025, are presented to the Committee on a scorecard for each executive, along with commentary on financial performance accomplishments, strategic and operational performance and other significant factors not contemplated at the start of the year. | | February 2024 | | | ● Business unit presidents present business plans to the Board over a three-day session. ● The Board reviews, adjusts where appropriate, and approves business unit operating goals and adopts the company operating plan. ● The company operating plan establishes the financial goals for the annual incentive and long-term incentive plans. Throughout the year, the Board reviews and monitors company performance as compared to the operating plan through a series of financial and operating reports from senior management. | | | | March 2025 | | | ● The Committee reviews the NEO scorecards with pay recommendations from management and approves compensation based on the clearly defined performance metrics that are described and disclosed in this Proxy Statement. The Committee’s decisions also reflect factors such as the degree of difficulty of goals, market conditions and exceptional individual achievement. ● The Committee meets in executive session to review, refine and approve the compensation for the CEO. ● The Committee certifies the results of the three-year performance measures for PSUs. ● The Committee reviews, refines and approves the performance metrics for the annual incentive for 2025 and the next three-year performance period for the PSUs. |

  70. Peer Group and Benchmarking to the Market

    Peer Group and Benchmarking to the Market Each year the Committee, in consultation with management and with support from its independent compensation consultant, reviews and approves a peer group that is used to provide relevant market context for the Committee’s decisions. The Committee analyzes the peer group for reasonableness and alignment with the objectives listed below. It consists of companies that are:

  71. Peer Group and Benchmarking to the Market

    | ● | In similar industries and where General Dynamics competes for business; | | ● | Likely sources of/or competition for executive talent; | | ● | Reasonably comparable in size, as measured by revenue and market capitalization; | | ● | Reasonably similar in organizational structure and complexity; and | | ● | Included as peers of some of our peer companies, or that include General Dynamics as a peer. |

  72. Peer Group and Benchmarking to the Market

    Peer group compensation data, drawn from annual proxy filings, a survey provided by Aon PLC and information from Pay Governance, LLC, were utilized to assess the competitiveness of our executive compensation practices, structures and levels.

  73. Peer Group and Benchmarking to the Market

    | Peer Group Companies | Ticker Symbol | Revenue ($ in millions)* | Market Capitalization ($ in millions)** | Employee Population | Peer of Peers | | 3M Company | MMM | 24,575 | 69,640 | 61,500 | | | Accenture plc† | ACN | 64,896 | 220,038 | 774,000 | | | The Boeing Company† | BA | 66,517 | 132,427 | 172,000 | | | Caterpillar Inc. | CAT | 64,809 | 175,141 | 112,900 | | | Cisco Systems, Inc. | CSCO | 53,803 | 235,779 | 90,400 | | | Deere & Company† | DE | 51,716 | 115,395 | 75,800 | | | Eaton Corporation plc | ETN | 24,878 | 131,155 | 94,000 | | | Emerson Electric Co.† | EMR | 17,492 | 69,884 | 73,000 | | | Honeywell International Inc.† | HON | 38,498 | 146,884 | 102,000 | | | Johnson Controls International plc† | JCI | 22,952 | 52,266 | 94,000 | | | Lockheed Martin Corporation† | LMT | 71,043 | 115,185 | 121,000 | | | Northrop Grumman Corporation† | NOC | 41,033 | 68,373 | 97,000 | | | RTX Corporation† | RTX | 80,738 | 154,153 | 186,000 | | | Textron Inc.† | TXT | 13,702 | 14,190 | 34,000 | | | General Dynamics Corporation | GD | 47,716 | 72,451 | 117,000 | | | General Dynamics (Percentile Rank) | | 51% | 31% | 73% | |

  74. Peer Group and Benchmarking to the Market

    | * As of the latest annual SEC filing | | ** As of December 31, 2024 | | † Lists General Dynamics as a peer |

  75. Shareholder Engagement Overview

    | ● | Enhancing disclosure and providing greater transparency regarding the annual incentive award; | | ● | Increasing the proportion of annual long-term equity with a performance feature in the form of PSUs to 50%; and | | ● | Adding a relative performance measure — rTSR — to the PSUs. |

  76. Components of Executive Compensation and Alignment with Company Performance

    | Components of Compensation | | Description | | Annual Base Salary (Cash) | | ●Base salary is set at a market-competitive rate and reflects the experience, potential and performance track record of each executive. It represents a fixed level of compensation commensurate with the responsibilities of the role. | | Annual Incentive Compensation (Cash) | | ●The 2024 annual incentive was formulaic and based on three financial metrics of 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, ESG management, debt management, segment performance, cost reductions, leadership and other significant factors not contemplated at the start of the year. | | Long-Term Incentive Compensation (Equity) | | | | Performance Stock Units | | ●PSUs closely connect the NEOs to the company’s sustained financial performance through three-year average ROIC and rTSR metrics, and act as a retention tool through a three-year vesting and performance period. | | Stock Options | | ●Stock options link the NEOs to the company’s stock price performance and align our executive team with shareholders’ interests in the long-term. | | Restricted Stock | | ●Restricted stock aligns the NEOs with the company’s TSR performance over each three-year vesting period, acts as a retention tool and directly supports stock ownership. | | Benefits and Perquisites | | ●The company provides market-competitive perquisites, retirement, health and welfare benefits, and certain change-in-control arrangements for purposes of recruitment and retention and to ensure the security and accessibility of our executives to facilitate the transaction of business. |

  77. Annual Incentive Compensation

    Annual Incentive Compensation The NEOs are eligible to earn an annual incentive paid in cash based on the company’s and their individual performance. The incentive is designed to place a significant portion of each NEO’s total compensation at risk and create opportunities for executives to earn compensation through annual incentives that are awarded based on performance relative to clear and challenging performance goals. The incentive payout is based on performance against specific metrics and objectives established and approved by the Committee at the beginning of the year as well as the Committee’s assessment of each NEO’s individual contribution to company performance during the year. The target goals are designed to be achievable through solid execution but difficult to exceed and are directly linked to the company’s annual operating plan approved by the Board. The Committee believes the chosen metrics are critical indicators of the company’s overall performance and lead to value creation for our shareholders.

  78. Setting Target Annual Incentive Opportunities

    Setting Target Annual Incentive Opportunities Each NEO’s target annual incentive, as a percentage of base salary, was determined during our annual compensation benchmarking process and is generally designed to provide total cash compensation that is market competitive for similarly situated positions if performance goals are met. Consistent with peer and market practice, the maximum incentive that can be earned under this plan is 200% of the target amount. Conversely, actual payout can be substantially less than targeted levels for performance that falls significantly short of pre-established goals.

  79. NEO Performance Metrics

    NEO Performance Metrics Because all of our NEOs play a major role in the overall success of the company in addition to overseeing the business and operating segments, the Committee believes that they should be evaluated on similar company-wide financial metrics. The Committee determines the final payout by considering the NEO’s achievements and contributions during the year, as well as company performance, market conditions and difficulty achieving the goals in the scoring of the strategic and operational goals. For 2024, the annual incentive award for each NEO was determined based on three pre-established financial metrics — EPS, FCF and operating margin — and one metric encompassing individual and company strategic and operational imperatives as well as leadership behaviors. These financial metrics were selected because earnings and cash generation are the primary financial metrics utilized to drive performance at the company’s business units. Operating margin is included in the financial metrics to reflect the company’s relentless focus on driving the operating performance and profitability of its businesses.

  80. 2024 Annual Incentive Performance Targets and Achievement

    2024 Annual Incentive Performance Targets and Achievement The Committee approved the targets for the annual incentive metrics in March 2024, in direct alignment with our company’s annual operating plan and financial guidance, with the conviction that they were appropriately challenging and demonstrated significant rigor, considering the business outlook at the time.

  81. 2024 Annual Incentive Performance Targets and Achievement

    | ● | Diluted EPS Target: The 2024 diluted EPS target was set 18.2% higher than 2023’s actual performance and 14.6% higher than the 2023 target due to expected earnings growth across each of the segments, particularly at Gulfstream as a result of the anticipated commencement of G700 deliveries. | | ● | FCF Target: The 2024 FCF target was set consistent with 2023’s actual performance because of a mix of mostly offsetting factors and 10.3% higher than the FCF target for 2023 primarily because of expected higher performance across each of our segments. | | ● | Operating Margin Target: The 2024 operating margin target was set 7% higher than actual performance in 2023 as a result of expected improved performance across each of our segments and consistent with the 2023 goal due primarily to improved projected aircraft volume and mix at Gulfstream offsetting higher revenue at Electric Boat, which has a dilutive effect on consolidated margins. |

  82. 2024 Annual Incentive Performance Targets and Achievement

    | 54 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  83. 2024 Annual Incentive Performance Targets and Achievement

    | | Performance Metrics | Weighting | Threshold (50% Payout) | Target Range* (100% Payout) | Maximum (200% Payout) | 2024 Results | Payout (% of Target) | | | Diluted Earnings Per Share | | $12.08 | $14.21 — $14.41 | $15.13 | $13.63 | 86.4% of Target | | | Free Cash Flow | | $2,960M | $3,700M — $3,800M | $4,180M | $3,196M | 65.9% of Target | | | Operating Margin | | 9.9% | 10.7% — 10.9% | 11.1% | 10.1% | 62.5% of Target | | | Strategic and Operational | | 0% | 100% | 200% | See Discussion Below | See Individual Results |

  84. 2024 Annual Incentive Performance Targets and Achievement

    | * Target Range established to recognize the uncertainty associated with determining the precise impact from certain items creating a flat spot in the payout curve. |

  85. Financial Performance (70% Weight) Commentary

    Financial Performance (70% Weight) Commentary The NEOs had financial goals (shown in the table above) that determined 70% of their total annual incentive score. Structurally, the financial goals payout was as follows: 200% at maximum, 100% at target, 50% at threshold and 0% for performance below threshold. It is important to note that these goals, which were established in early 2024, considered the future state of the business as was anticipated at that time and were robust. Specifically, in reviewing the formulaic scoring of the financial metrics, the Committee also noted the following:

  86. Financial Performance

    | ● | Achieved a robust backlog of $90.6 billion, driven by strong order activity across the segments, supporting our long-term growth expectations. The overall book-to-bill ratio for the company in 2024 was 1-to-1, positioning the company for future growth. Total estimated contract value, which includes options and IDIQ contracts, of $144 billion, a new record, up 9.1% due to robust demand across all segments, particularly Combat Systems and Technologies. | | ● | Prudently invested $1.5 billion in the businesses and returned $3 billion (95% of FCF) to shareholders through dividends and share repurchases. | | ● | Enabled the increase of the company’s annual dividend by 7.6% from 2023 levels, the 27th consecutive year of annual increases. | | ● | Repaid $500 million in debt maturities. |

  87. Annual Incentive Payout (AIP)

    Annual Incentive Payout (AIP) The table below summarizes the NEOs’ targets and the Committee’s determination of their earned annual incentive based on the AIP formula discussed in detail previously. The target incentive is a percentage of base salary as shown below, and the maximum incentive is 200% of target. The annual incentive payouts for 2024 reflected our pay-for-performance philosophy to reward based on the overall performance of the company and the outstanding contributions of our executives who led the company during 2024. For the four NEOs who were also NEOs in 2023 (Novakovic, Aiken, Burns and Smith), their AIP declined by 20%, reflecting the company's performance which missed the established financial targets.

  88. Annual Incentive Payout (AIP)

    | Name | 2024 Base Salary ($) | Target Incentive (% of Base) | Target Incentive ($) | Overall Achievement (% of Target) | Annual Incentive Payout ($) | | Ms. Novakovic | 1,700,000 | 185 | 3,145,000 | 107.6 | 3,383,000 | | Ms. Kuryea | 950,000 | 115 | 1,092,500 | 107.6 | 1,175,000 | | Mr. Aiken | 1,100,000 | 125 | 1,375,000 | 109.1 | 1,500,000 | | Mr. Burns | 900,000 | 110 | 990,000 | 106.1 | 1,050,000 | | Mr. Smith | 900,000 | 110 | 990,000 | 106.1 | 1,050,000 | | Mr. Deep | 830,000 | 110 | 913,000 | 109.1 | 996,000 |

  89. Long-Term Incentive Compensation

    Long-Term Incentive Compensation LTI compensation is provided to NEOs to align management’s interest with that of shareholders through share ownership, to reward NEOs for achievement of multi-year financial goals and TSR performance consistent with the shareholder experience, and to retain key talent through longer-term vesting and performance schedules. LTI comprises a major portion of total target compensation provided to each NEO. This provides our executives with a significant personal stake in the long-term success of General Dynamics. By awarding LTI compensation through various types of equity instruments, different elements of shareholder alignment are achieved. The following chart illustrates the allocation of LTI compensation in our annual equity awards:

  90. 2024 LONG-TERM INCENTIVE ALLOCATION

    2024 LONG-TERM INCENTIVE ALLOCATION

  91. 2024 LONG-TERM INCENTIVE ALLOCATION

    | 64 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  92. Setting Long-Term Equity Grant Awards

    Setting Long-Term Equity Grant Awards The Committee uses guidelines that are based upon peer market data, and balances other considerations such as company performance, complexity of the role, length of service, future expected contributions to the company and impact on dilution when determining actual LTI grant amounts. This approach allows for the consideration of a multitude of factors to properly reward and incent management for long-term performance and align the needs of the business with that of shareholders. The Committee was also cognizant of tenure in roles, the current market for executive talent, and the desire to retain this highly cohesive leadership team as the company executes its long-term strategy. As shown below, the annual LTI grants awarded in early March 2024 for the individual performance of the NEOs were as follows:

  93. Setting Long-Term Equity Grant Awards

    | Name | 2024 LTI Grant* ($) | | Ms. Novakovic | 16,750,000 | | Ms. Kuryea | 4,600,000 | | Mr. Aiken | 6,000,000 | | Mr. Burns | 4,950,000 | | Mr. Smith | 4,000,000 | | Mr. Deep | 3,700,000 |

  94. Setting Long-Term Equity Grant Awards

    | * Amounts awarded by the Committee may differ from those displayed in the Summary Compensation Table (SCT) due to the requirement to value the equity amounts in the SCT at aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. |

  95. Performance Stock Units — 50% of LTI

    Performance Stock Units — 50% of LTI PSUs are a form of equity compensation tied to the achievement of specific performance goals and linked to the long-term performance of the company. They are calculated by multiplying the overall LTI award value by the 50% weighting to arrive at the PSU portion of the grant. The quantity of target PSUs granted is determined based on the average of the high and low quoted stock price per share of the company’s Common Stock on the New York Stock Exchange (NYSE) on the date of grant.

  96. Performance Stock Units — 50% of LTI

    | Purpose | This element of executive compensation closely connects the NEOs to the company’s longer-term financial performance and TSR over a three-year period and acts as a retention tool. | | Performance Metrics | Three-year average ROIC subject to an rTSR modifier | | Vesting | Three-year cliff vesting | | Dividend and Voting Rights and Share Ownership | Dividend equivalents are deemed reinvested in additional stock units, which are earned only when the underlying PSU is earned. PSUs do not have voting rights, nor do they count for share ownership guideline purposes until vested. | | Forfeiture | NEOs who voluntarily resign or are terminated for cause prior to the end of the applicable performance period immediately forfeit all PSUs that have not vested unless otherwise determined by the Committee. |

  97. 2024 PSU GRANT (2024 – 2026 PERFORMANCE CYCLE)

    2024 PSU GRANT (2024 – 2026 PERFORMANCE CYCLE)

  98. HOW WE CHOSE OUR TARGET GOAL

    | Three-Year Average ROIC Performance* | PSU Payout Performance after 3 Years from Grant Date | | 2.5% or more above target | 150% of target PSUs | | At target | 100% of target PSUs | | 2.5% below target | 50% of target PSUs | | More than 2.5% below target | 0% of target PSUs |

  99. PSU GRANT PERFORMANCE AND PAYOUT

    PSU GRANT PERFORMANCE AND PAYOUT

  100. 2022 – 2024 PSU Performance

    2022 – 2024 PSU Performance ROIC — In March 2025, the Committee certified the three-year ROIC achievement of 12.7% for PSUs granted in 2022, against the target of 12.6% established for the 2022 – 2024 performance period. This three-year performance target was established by the Committee in March 2022. rTSR — The 2022 grant of PSUs included an rTSR modifier that operated as described above to adjust the payout of the PSUs based on the company’s TSR performance compared to the TSR performance of the other companies in the S&P 500. For the 2022 – 2024 period, the company’s rank was 93 out of 482 peers, or at the 81st percentile, yielding an rTSR modifier of 133.3%. PSU Payout — For the 2022 – 2024 period, the rTSR modifier of 133.3% adjusted the payout from the 102% of target ROIC performance to 136% out of a potential maximum of 200% payout of the PSUs. The company’s above-target ROIC performance augmented by the positive TSR performance during the three-year performance period had a positive impact on the PSUs realized by the NEOs, consistent with our pay-for-performance philosophy.

  101. 2022 – 2024 PSU Performance

    | 66 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  102. Restricted Stock — 20% of LTI

    Restricted Stock — 20% of LTI Restricted stock awards are a form of equity compensation tied to the completion of a service period. They are calculated by multiplying the overall LTI award value by the 20% weighting assigned to the restricted stock portion of the grant. The quantity of restricted stock granted is determined based on the average of the high and low quoted stock price per share of the company’s Common Stock on the NYSE on the date of grant.

  103. Restricted Stock — 20% of LTI

    | Purpose | This element of executive compensation closely connects NEO compensation to the company’s TSR performance over the vesting period and acts as a retention tool. | | Vesting | The shares are subject to a three-year cliff vesting period (i.e., 100% of the shares vest on the third anniversary of the grant). The Committee believes the use of three-year cliff vesting on our restricted stock ensures that executives are focused on long-term value creation while supporting the company’s need to attract and retain executives during all market conditions. | | Dividend and Voting Rights and Share Ownership | During the restriction period, NEOs may not sell, transfer, pledge, assign or otherwise convey their restricted shares. NEOs are eligible to vote their shares and receive dividend payments and other distributions on our Common Stock when declared by the Board. Unvested shares of restricted stock do not count toward share ownership guidelines. | | Forfeiture | NEOs who voluntarily resign or are terminated for cause prior to the end of the applicable vesting period forfeit their restricted stock unless otherwise determined by the Committee. |

  104. Stock Options — 30% of LTI

    Stock Options — 30% of LTI Stock options are a form of equity compensation linked to the long-term share performance of the company. A stock option gives our NEOs the right to buy up to a specified number of shares of our Common Stock over the term of the option at a predetermined fixed price. They are calculated by multiplying the overall LTI award value by the 30% weighting assigned to the stock option portion of the grant. The quantity of stock options granted is determined using the Black-Scholes option pricing model on the date of grant. A stock option’s exercise price is the average of the high and low quoted price per share of the company’s Common Stock on the NYSE on the date of grant. In March 2024, the Committee approved a grant of stock options to each NEO. The exercise price of these stock options was set at $274.51.

  105. Stock Options — 30% of LTI

    | Purpose | This element of executive compensation closely connects the NEOs to the company’s stock price performance over the long term and acts as a retention tool. | | Vesting | The stock options vest as follows: 50% of the grant becomes exercisable on the second anniversary of the grant date and 50% becomes exercisable on the third anniversary of the grant date. Vested stock options remain exercisable through the options’ expiration date, which occurs on the day prior to the 10th anniversary of the grant date. Due to our stringent stock ownership guidelines, stock options, when exercised, must be held as shares until the ownership requirement is met. | | Share Ownership | Stock options do not count toward share ownership guidelines until the option is exercised and purchased shares are retained. | | No Repricing of Stock Options | Our equity compensation plan prohibits the repricing of stock options, including the exchange of underwater stock options for another award or for cash, without the approval of shareholders. | | Forfeiture | NEOs who voluntarily resign or are terminated for cause immediately forfeit all stock options that have not vested unless otherwise determined by the Committee. |

  106. Stock Options — 30% of LTI

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 67 |

  107. Change-in-Control Agreements

    Change-in-Control Agreements The company has change-in-control agreements with each of the NEOs. The company believes that these agreements are an important tool for recruiting and retaining highly-qualified executives. The agreements are structured to protect the interests of shareholders by including a “double-trigger” mechanism that results in a severance payout only when:

  108. Change-in-Control Agreements

    | ● | A change in control is consummated; and | | ● | The executive’s employment is terminated by the company without cause or by the executive for good reason within 24 months following the change in control. |

  109. Change-in-Control Agreements

    A “change in control” is defined to include specified stock acquisition, merger, or disposition transactions involving General Dynamics. The Committee evaluates and reviews payment and benefit levels under the change-in-control agreements periodically to ensure that the agreements are consistent with the practices of our peer group companies. Our agreements for NEOs do not include a provision for reimbursement of excise taxes that may become due upon a change in control. In February 2024, the Committee adopted a new cash severance policy for executive officers requiring shareholder approval for any new or modified severance arrangements that provide for cash payments greater than 2.99 times salary and annual incentive. Payments and benefits provided to NEOs pursuant to the change-in-control agreements are described in the Potential Payments Upon Termination or Change in Control section beginning on page 83 of this Proxy Statement.

  110. Change-in-Control Agreements

    | 70 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  111. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee’s charter provides that the Committee has sole authority to engage the services of an independent compensation consultant for the Committee and approve fees paid to the consultant by the company. The Committee engaged FW Cook as an independent compensation consultant to provide advice on executive compensation matters. The Committee found that FW Cook provided important perspectives on market practices for executive compensation, peer company analysis, the levels and structure of the compensation program, and compensation governance. During 2024, at the Committee’s request, FW Cook performed the following specific services:

  112. Role of the Independent Compensation Consultant

    | ● | Attended Committee meetings; | | ● | Provided regulatory and human capital matters updates to the Committee; | | ● | Provided information and advice relating to executive and CEO compensation matters; and | | ● | Reviewed compensation-related disclosures in the company’s Proxy Statement. |

  113. Role of the Independent Compensation Consultant

    The Committee reviewed the factors influencing FW Cook’s independence (as specified by NYSE listing standards) and determined that no conflict of interest exists.

  114. Summary Compensation

    Summary Compensation The Summary Compensation Table (SCT) conforms to requirements of the SEC and shows base salary, annual incentive, equity awards (restricted stock, PSUs and stock options) and all other compensation, which includes among other things the value of perquisites, 401(k) contributions and tax reimbursements (see footnote (d) to the SCT for a complete listing of categories included in the All Other Compensation column). The table also includes a column titled Change in Pension Value and Nonqualified Deferred Compensation Earnings. For our eligible NEOs, this includes only the change in pension value (see footnote (c) to the SCT), which is an actuarial estimate of the present value of the future cost of pension benefits. The value does not reflect a current cash cost to General Dynamics or, necessarily, the pension benefit that an executive would receive, since that is determined by a number of factors, including length of service, age at retirement and longevity.

  115. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  116. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(a) | Option Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(c) | All Other Compensation ($)(d) | Total ($) | | Phebe N. Novakovic Chairman and Chief Executive Officer | 2024 | 1,700,000 | 12,727,948 | 5,024,300 | 3,383,000 | — | 959,454 | 23,794,702 | | | 2023 | 1,700,000 | 11,246,277 | 4,649,716 | 4,287,000 | — | 699,783 | 22,582,776 | | | 2022 | 1,700,000 | 10,592,081 | 4,499,650 | 4,089,000 | — | 597,436 | 21,478,167 | | Kimberly A. Kuryea Senior Vice President, Chief Financial Officer | 2024 | 914,166 | 3,495,285 | 1,379,764 | 1,175,000 | — | 70,992 | 7,035,207 | | Jason W. Aiken Executive Vice President, Technologies | 2024 | 1,100,000 | 4,559,054 | 1,799,614 | 1,500,000 | — | 84,834 | 9,043,501 | | | 2023 | 1,100,000 | 4,353,404 | 1,799,967 | 1,874,000 | 36,155 | 80,669 | 9,244,195 | | | 2022 | 900,000 | 3,177,503 | 1,349,818 | 1,383,000 | — | 91,258 | 6,901,579 | | Mark L. Burns Vice President of the company and President, Gulfstream Aerospace | 2024 | 893,750 | 3,760,459 | 1,485,482 | 1,050,000 | — | 75,559 | 7,265,250 | | | 2023 | 875,000 | 3,446,407 | 1,424,875 | 1,297,000 | — | 80,035 | 7,123,317 | | | 2022 | 856,250 | 2,823,925 | 1,200,397 | 1,315,000 | — | 73,999 | 6,269,571 | | Robert E. Smith Executive Vice President, Marine Systems | 2024 | 893,750 | 3,039,314 | 1,199,743 | 1,050,000 | — | 69,178 | 6,251,985 | | | 2023 | 875,000 | 2,684,494 | 1,110,082 | 1,283,000 | 90,211 | 79,645 | 6,122,432 | | | 2022 | 856,250 | 2,684,139 | 1,138,848 | 1,200,000 | — | 76,478 | 5,955,715 | | Danny Deep Executive Vice President, Combat Systems | 2024 | 786,250 | 2,811,411 | 1,109,732 | 996,000 | — | 354,641 | 6,058,033 |

  117. SUMMARY COMPENSATION TABLE

    | 72 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  118. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

  119. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | | | Date of Compensation Committee Action | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or Units(c) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($)(d) | Closing Price on Date of Grant ($) | Grant Date Fair Value of Stock and Option Awards ($)(e) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | | | | Ms. Novakovic | | | — | 3,145,000 | 6,290,000 | | | | | | | | | | | 03/06/2024 | 03/05/2024 | | | | 10,175 | 30,510 | 61,020 | 12,205 | — | — | | 12,727,948 | | | 03/06/2024 | 03/05/2024 | | | | — | — | — | — | 83,170 | 274.51 | 273.70 | 5,024,300 | | Ms. Kuryea | | | — | 1,092,500 | 2,185,000 | | | | | | | | | | | 03/06/2024 | 03/05/2024 | | | | 2,795 | 8,380 | 16,760 | 3,350 | — | — | | 3,495,285 | | | 03/06/2024 | 03/05/2024 | | | | — | — | — | — | 22,840 | 274.51 | 273.70 | 1,379,764 | | Mr. Aiken | | | — | 1,375,000 | 2,750,000 | | | | | | | | | | | 03/06/2024 | 03/05/2024 | | | | 3,645 | 10,930 | 21,860 | 4,370 | — | — | | 4,559,054 | | | 03/06/2024 | 03/05/2024 | | | | — | — | — | — | 29,790 | 274.51 | 273.70 | 1,799,614 | | Mr. Burns | | | — | 990,000 | 1,980,000 | | | | | | | | | | | 03/06/2024 | 03/05/2024 | | | | 3,007 | 9,015 | 18,030 | 3,605 | — | — | | 3,760,459 | | | 03/06/2024 | 03/05/2024 | | | | — | — | — | — | 24,590 | 274.51 | 273.70 | 1,485,482 | | Mr. Smith | | | — | 990,000 | 1,980,000 | | | | | | | | | | | 03/06/2024 | 03/05/2024 | | | | 2,430 | 7,285 | 14,570 | 2,915 | — | — | | 3,039,314 | | | 03/06/2024 | 03/05/2024 | | | | — | — | — | — | 19,860 | 274.51 | 273.70 | 1,199,743 | | Mr. Deep | | | — | 913,000 | 1,826,000 | | | | | | | | | | | 03/06/2024 | 03/05/2024 | | | | 2,248 | 6,740 | 13,480 | 2,695 | — | — | | 2,811,411 | | | 03/06/2024 | 03/05/2024 | | | | — | — | — | — | 18,370 | 274.51 | 273.70 | 1,109,732 |

  120. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | (a) These amounts represent cash awards that are possible under the company’s annual incentive plan. The value earned can be found in the SCT in the Non-Equity Incentive Plan Compensation column. | | (b) These amounts relate to PSUs granted in 2024. Each PSU represents the right to receive a share of Common Stock upon release of the PSU. The exact number of PSUs that may be earned is determined based upon a performance metric set by the Compensation Committee, which for 2024 grants is the company’s ROIC over the three-year period from 2024-2026. Grants for each NEO are also subject to an rTSR modifier that can increase or decrease the PSU payout by as much as one-third. If the threshold ROIC is not met, no PSUs would be earned; if the threshold ROIC is met, and after taking into consideration the rTSR modifier, the number of PSUs that are earned may range from 33% to 200% of the PSUs originally awarded. Dividend equivalents accrue on PSUs during the performance period and are subject to the same vesting conditions based upon performance. For PSUs granted in 2024, the PSUs will be released to the participant following the three-year performance period, to the extent earned. | | (c) These amounts relate to shares of restricted stock that cliff-vest three years after the grant date, subject to continuous service requirements. | | (d) The exercise price for stock options is the average of the high and low quoted stock price per share of the company’s Common Stock on the NYSE on the date of grant. | | (e) For PSUs, the grant date fair value is calculated based upon the target payout amount, which is the probable outcome of the performance conditions as of the grant date. |

  121. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | 74 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  122. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  123. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the stock options exercised by the NEOs and restricted stock released to them during 2024. As explained in the CD&A section, we require officers to retain shares of Common Stock issued to them as compensation, up to predetermined levels, based on their position with General Dynamics. Once an ownership level is attained, the officer must maintain that minimum ownership level until he or she no longer serves as an officer of General Dynamics. The amounts reported in the Value Realized on Exercise and the Value Realized on Vesting columns in the table below are before-tax amounts.

  124. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

  125. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Ms. Novakovic | 211,620 | 15,661,996 | 90,803 | 24,936,157 | | Ms. Kuryea | 58,900 | 7,304,409 | 8,254 | 2,263,540 | | Mr. Aiken | 61,350 | 7,781,157 | 26,926 | 7,394,373 | | Mr. Burns | 31,590 | 3,191,854 | 21,917 | 6,018,804 | | Mr. Smith | 60,430 | 6,473,737 | 20,667 | 5,675,536 | | Mr. Deep | 8,360 | 1,136,876 | 6,175 | 1,693,246 |

  126. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information on outstanding stock option and stock awards held by the NEOs as of December 31, 2024. The table shows the number of stock options that a NEO holds (both exercisable and unexercisable), the option exercise price and its expiration date. For stock awards, the table includes the number of shares of restricted stock and PSUs that are still subject to the restriction period or the performance period (i.e., have not vested). For restricted stock and PSUs, the market value is based on the price of the company’s Common Stock on the NYSE on December 31, 2024.

  127. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

  128. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock or Units That Have Not Vested(b) | Market Value of Shares of Stock or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ms. Novakovic | | | | | 38,705 | 10,198,380 | 100,418 | 26,459,236 | | | — | 83,170 | 274.51 | 03/05/2034 | | | | | | | — | 97,930 | 227.58 | 03/07/2033 | | | | | | | 58,120 | 58,120 | 232.90 | 03/01/2032 | | | | | | | 151,150 | — | 168.56 | 03/02/2031 | | | | | | | 166,660 | — | 165.47 | 03/03/2030 | | | | | | | 129,090 | — | 167.61 | 03/05/2029 | | | | | | | 186,460 | — | 223.93 | 03/06/2028 | | | | |

  129. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 75 |

  130. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock or Units That Have Not Vested(b) | Market Value of Shares of Stock or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ms. Kuryea | | | | | 8,695 | 2,291,046 | 14,107 | 3,716,973 | | | — | 22,840 | 274.51 | 03/05/2034 | | | | | | | — | 25,820 | 227.58 | 03/07/2033 | | | | | | | 15,930 | 15,930 | 232.90 | 03/01/2032 | | | | | | | 42,360 | — | 168.56 | 03/02/2031 | | | | | | | 47,370 | — | 165.47 | 03/03/2030 | | | | | | | 28,300 | — | 223.93 | 03/06/2028 | | | | | | Mr. Aiken | | | | | 13,510 | 3,559,750 | 35,002 | 9,222,561 | | | — | 29,790 | 274.51 | 03/05/2034 | | | | | | | — | 37,910 | 227.58 | 03/07/2033 | | | | | | | 17,435 | 17,435 | 232.90 | 03/01/2032 | | | | | | | 44,830 | — | 168.56 | 03/02/2031 | | | | | | | 48,310 | — | 165.47 | 03/03/2030 | | | | | | | 30,690 | — | 167.61 | 03/05/2029 | | | | | | | 43,940 | — | 223.93 | 03/06/2028 | | | | | | | 32,750 | — | 191.71 | 02/28/2027 | | | | | | Mr. Burns | | | | | 11,215 | 2,955,040 | 29,071 | 7,660,006 | | | — | 24,590 | 274.51 | 03/05/2034 | | | | | | | — | 30,010 | 227.58 | 03/07/2033 | | | | | | | 15,505 | 15,505 | 232.90 | 03/01/2032 | | | | | | | 36,480 | — | 168.56 | 03/02/2031 | | | | | | | 36,230 | — | 165.47 | 03/03/2030 | | | | | | | 43,860 | — | 167.61 | 03/05/2029 | | | | | | | 32,560 | — | 223.93 | 03/06/2028 | | | | | | Mr. Smith | | | | | 9,430 | 2,484,711 | 24,474 | 6,448,704 | | | — | 19,860 | 274.51 | 03/05/2034 | | | | | | | — | 23,380 | 227.58 | 03/07/2033 | | | | | | | 14,710 | 14,710 | 232.90 | 03/01/2032 | | | | | | | 34,390 | — | 168.56 | 03/02/2031 | | | | | | | 35,010 | — | 165.47 | 03/03/2030 | | | | | | | 9,340 | — | 189.00 | 09/02/2029 | | | | | | Mr. Deep | | | | | 7,360 | 1,939,286 | 11,724 | 3,089,079 | | | — | 18,370 | 274.51 | 03/05/2034 | | | | | | | — | 25,150 | 227.58 | 03/07/2033 | | | | | | | 12,265 | 12,265 | 232.90 | 03/01/2032 | | | | | | | 30,750 | — | 168.56 | 03/02/2031 | | | | | | | 25,070 | — | 165.47 | 03/03/2030 | | | | | | | 8,530 | — | 167.61 | 03/05/2029 | | | | | | | 5,900 | — | 223.93 | 03/06/2028 | | | | | | | 6,090 | — | 191.71 | 02/28/2027 | | | | |

  131. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 76 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  132. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (a) The dates on which unexercised options that were unexercisable as of December 31, 2024, subsequently became or will become exercisable is as follows: |

  133. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Name | Number of Options | Exercise Price ($) | Dates Exercisable | Number of Shares That Will Become or Subsequently Became Exercisable | | Ms. Novakovic | 83,170 | 274.51 | March 6, 2026 | 41,585 | | | | | March 6, 2027 | 41,585 | | | 97,930 | 227.58 | March 8, 2025 | 48,965 | | | | | March 8, 2026 | 48,965 | | | 58,120 | 232.90 | March 2, 2025 | 58,120 | | Ms. Kuryea | 22,840 | 274.51 | March 6, 2026 | 11,420 | | | | | March 6, 2027 | 11,420 | | | 25,820 | 227.58 | March 8, 2025 | 12,910 | | | | | March 8, 2026 | 12,910 | | | 15,930 | 232.90 | March 2, 2025 | 15,930 | | Mr. Aiken | 29,790 | 274.51 | March 6, 2026 | 14,895 | | | | | March 6, 2027 | 14,895 | | | 37,910 | 227.58 | March 8, 2025 | 18,955 | | | | | March 8, 2026 | 18,955 | | | 17,435 | 232.90 | March 2, 2025 | 17,435 | | Mr. Burns | 24,590 | 274.51 | March 6, 2026 | 12,295 | | | | | March 6, 2027 | 12,295 | | | 30,010 | 227.58 | March 8, 2025 | 15,005 | | | | | March 8, 2026 | 15,005 | | | 15,505 | 232.90 | March 2, 2025 | 15,505 | | Mr. Smith | 19,860 | 274.51 | March 6, 2026 | 9,930 | | | | | March 6, 2027 | 9,930 | | | 23,380 | 227.58 | March 8, 2025 | 11,690 | | | | | March 8, 2026 | 11,690 | | | 14,710 | 232.90 | March 2, 2025 | 14,710 | | Mr. Deep | 18,370 | 274.51 | March 6, 2026 | 9,185 | | | | | March 6, 2027 | 9,185 | | | 25,150 | 227.58 | March 8, 2025 | 12,575 | | | | | March 8, 2026 | 12,575 | | | 12,265 | 232.90 | March 2, 2025 | 12,265 |

  134. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 77 |

  135. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (b) Shares released to participants on the first day on which the NYSE is open for business after the third anniversary of the day of grant. The dates on which restricted shares or units that had not vested as of December 31, 2024, subsequently were or will be released are as follows: |

  136. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Name | Number of Restricted Shares or Units | Dates of Release | Number of Shares or Units Released or to be Released | Market Value of Shares or Units Released ($) | | Ms. Novakovic | 38,705 | March 3, 2025 | 12,880 | 10,198,380 | | | | March 9, 2026 | 13,620 | | | | | March 8, 2027 | 12,205 | | | Ms. Kuryea | 8,695 | March 3, 2025 | 2,650 | 2,291,046 | | | | March 9, 2026 | 2,695 | | | | | March 8, 2027 | 3,350 | | | Mr. Aiken | 13,510 | March 3, 2025 | 3,865 | 3,559,750 | | | | March 9, 2026 | 5,275 | | | | | March 8, 2027 | 4,370 | | | Mr. Burns | 11,215 | March 3, 2025 | 3,435 | 2,955,040 | | | | March 9, 2026 | 4,175 | | | | | March 8, 2027 | 3,605 | | | Mr. Smith | 9,430 | March 3, 2025 | 3,265 | 2,484,711 | | | | March 9, 2026 | 3,250 | | | | | March 8, 2027 | 2,915 | | | Mr. Deep | 7,360 | March 3, 2025 | 2,040 | 1,939,286 | | | | March 9, 2026 | 2,625 | | | | | March 8, 2027 | 2,695 | |

  137. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (c) Represents PSUs that released in the first quarter of 2025 or, subject to satisfaction of the performance condition and Compensation Committee determination, may release during the first quarter of 2026 or 2027. The number of PSUs released or that may release are as follows: |

  138. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Name | Number of PSUs Released March 5, 2025 | Number of PSUs That May Release in First Quarter 2026 | Number of PSUs That May Release in First Quarter 2027 | | Ms. Novakovic | 46,675 | 70,667 | 61,909 | | Ms. Kuryea | 2,880 | 5,592 | 17,004 | | Mr. Aiken | 14,000 | 27,350 | 22,179 | | Mr. Burns | 12,442 | 21,653 | 18,293 | | Mr. Smith | 11,826 | 16,870 | 14,782 | | Mr. Deep | 2,217 | 5,447 | 13,676 |

  139. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 78 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  140. PENSION BENEFITS FOR FISCAL YEAR 2024

    PENSION BENEFITS FOR FISCAL YEAR 2024

  141. PENSION BENEFITS FOR FISCAL YEAR 2024

    | Name | Plan Name | Number of Years Credited Service(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year | | Ms. Novakovic | Salaried Retirement Plan | 13 | 392,345 | None | | | Supplemental Retirement Plan | 13 | 1,988,677 | | | Ms. Kuryea | Salaried Retirement Plan | 13 | 298,049 | None | | | Supplemental Retirement Plan | 13 | 262,060 | | | Mr. Aiken | Salaried Retirement Plan | 11 | 182,343 | None | | | Supplemental Retirement Plan | 11 | 190,250 | | | Mr. Burns | Gulfstream Aerospace Corporation Pension Plan | 35 | 1,151,401 | None | | Mr. Smith | Salaried Retirement Plan | 26 | 608,450 | None | | | Supplemental Retirement Plan | 26 | 453,951 | | | Mr. Deep | Canadian Salaried Plan | 19 | 694,793 | None | | | Canadian Excess Plan | 19 | 700,940 | | | | Canadian Supplemental Executive Retirement Plan | 19 | 1,493,953 | |

  142. PENSION BENEFITS FOR FISCAL YEAR 2024

    | (a) Each NEO’s total service and credited service is as set forth below: |

  143. PENSION BENEFITS FOR FISCAL YEAR 2024

    | Name | Total Service (Years) | Credited Service (Years) | | Ms. Novakovic | 24 | 13 | | Ms. Kuryea | 25 | 13 | | Mr. Aiken | 23 | 11 | | Mr. Burns | 41 | 35 | | Mr. Smith | 35 | 26 | | Mr. Deep | 22 | 19 |

  144. PENSION BENEFITS FOR FISCAL YEAR 2024

    | (b) The Present Value of Accumulated Benefit under each plan has been calculated as of December 31, 2024, using the company’s ASC Topic 715, Compensation — Retirement Benefits, assumptions as of year-end 2024. For a discussion of this calculation, see Note S to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025. |

  145. PENSION BENEFITS FOR FISCAL YEAR 2024

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 79 |

  146. Salaried Retirement Plan

    Salaried Retirement Plan The Salaried Plan is a funded, tax-qualified, noncontributory defined-benefit pension plan that provides benefits as a life annuity to retired participants. A participant’s benefit under the Salaried Plan increases with each year of service. Participants who leave before they are eligible for early retirement are paid a substantially reduced amount. Ms. Novakovic, Ms. Kuryea, and Messrs. Aiken and Smith participate in the Salaried Plan. All NEOs with the exception of Messrs. Burns and Deep participate in the Salaried Plan. Earnings used to calculate pension benefits (pensionable earnings) include only a participant’s base salary and annual incentive and exclude all other items of income, including equity awards. Under the Internal Revenue Code, the Salaried Plan does not take into account any earnings over a predetermined compensation limit, which was $345,000 for 2024, and does not pay annual benefits beyond a predetermined benefit limit, which was $275,000 for 2024. Benefits under the Salaried Plan were frozen as of December 31, 2013, for employees at our corporate headquarters, including the participating NEOs (other than Mr. Smith). Mr. Smith’s benefits under the Salaried Plan were frozen as of March 31, 2017. The Salaried Plan pays a monthly benefit equal to the product of (1) the benefit percentage times (2) the final average monthly pay times (3) the years of credited service. For credited service earned prior to January 1, 2007, the benefit percentage equals 1.333%. For credited service earned on or after January 1, 2007, the benefit percentage equals 1.0%. Final average monthly pay is equal to the average of the participant’s highest 60 consecutive months of pensionable earnings out of the participant’s last 120 months of employment. For credited service earned prior to January 1, 2007, the final average monthly pay used in the benefit calculation froze as of December 31, 2010. The normal retirement age under the Salaried Plan is age 65. The Salaried Plan benefit is calculated as a single-life monthly annuity beginning at age 65 and has multiple actuarially equivalent payment forms from which participants can choose to take their benefit. A cash lump sum is only available if a participant’s accrued benefit is less than $5,000. None of the eligible NEOs other than Ms. Novakovic had reached the normal retirement age as of December 31, 2024. A participant with at least 10 years of service qualifies for early retirement at age 55. Ms. Kuryea and Mr. Smith have qualified for early retirement. A participant who is eligible for early retirement is entitled to receive the following:

  147. Salaried Retirement Plan

    | 1) | For benefits based on credited service earned prior to January 1, 2007, if a participant retires between age 55 and 62, his or her age 65 benefit is reduced by 2.5% for each full year that he or she retires prior to age 62. If the participant retires between age 62 and 65, he or she will receive 100% of his or her age 65 benefit. | | 2) | For benefits based on credited service earned on or after January 1, 2007, a participant who is eligible for early retirement and subsequently retires between age 55 and 65 will have his or her age 65 benefit reduced by 4.8% for each full year that he or she retires prior to age 65. |

  148. Canadian Salaried Plan

    Canadian Salaried Plan The Canadian Salaried Plan is a funded, tax-qualified, contributory defined-benefit pension plan that provides benefits as a life annuity to retired participants. A participant’s benefit under the Canadian Salaried Plan increases with each year of service. Participants who leave before they are eligible for early retirement are paid a substantially reduced amount. Mr. Deep participates in the Canadian Salaried Plan. Earnings used to calculate pension benefits (pensionable earnings) include only a participant’s base salary and exclude all other items of income, including annual incentive and equity awards. Under the Canadian Income Tax Act, the Canadian Salaried Plan does not pay annual benefits beyond a predetermined limit, which was $3,610 times the years of credited service for 2024. Mr. Deep’s pensionable earnings and years of credited service under the Canadian Salaried Plan was frozen as of January 10, 2022. The Canadian Salaried Plan pays a monthly benefit equal to the product of (1) 1.0% of final average monthly pay, plus 0.75% of that portion of the final average monthly pay that exceeds the final average Canadian social security wage base, times (2) the years of credited service. Final average monthly pay is equal to the average of the participant’s highest 36 consecutive months of pensionable earnings out of the participant’s last 120 months of employment. The Canadian Salaried Plan also pays a monthly wrap-around benefit in respect of credited service in a prior plan. The Canadian Salaried Plan benefit is calculated as a single-life monthly annuity beginning at age 65 and has multiple actuarially equivalent payment forms from which participants can choose to take their benefit. Mr. Deep had not reached the normal retirement age as of December 31, 2024. A participant with at least 2 years of service qualifies for early retirement at age 55. Mr. Deep has qualified for early retirement. If a participant retires between age 55 and 60 with 10 years of credited service, his or her age 65 benefit is reduced by a factor based on a table described in the Canadian Salaried Plan document for each full year that he or she retires prior to age 60. If the participant retires between age 60 and 65 with 10 years of credited service, he or she will receive 100% of his or her age 65 benefit. The participant will also receive a supplementary benefit payable from early retirement to age 65.

  149. Canadian Salaried Plan

    | 80 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  150. Supplemental Retirement Plan

    Supplemental Retirement Plan The Supplemental Retirement Plan is a nonqualified defined-benefit plan that provides retirement benefits to eligible employees whose salaries exceed the Internal Revenue Code compensation limit or whose annual benefits would exceed the Internal Revenue Code benefit limit. Ms. Novakovic, Ms. Kuryea, and Messrs. Aiken and Smith participate in the Supplemental Retirement Plan. Benefits under the Supplemental Retirement Plan were frozen as of December 31, 2013, for employees at our corporate headquarters, including the NEOs (other than Mr. Smith) who participate in the plan. Mr. Smith’s benefits under the plan were frozen as of March 31, 2017. The Supplemental Retirement Plan provides benefits equal to the difference between (1) the amount that would have been provided under the Salaried Retirement Plan if the annual compensation limit and annual benefit limit did not apply, and (2) the benefit actually paid under the Salaried Retirement Plan. A participant’s pensionable earnings and forms of payment are the same under the Supplemental Retirement Plan as the Salaried Retirement Plan.

  151. Canadian Supplemental Executive Retirement Plan (CSERP) and Excess Plan

    Canadian Supplemental Executive Retirement Plan (CSERP) and Excess Plan The CSERP is a nonqualified defined-benefit plan that provides retirement benefits to designated executives. Mr. Deep participates in the CSERP. Mr. Deep’s benefits under the CSERP were frozen as of January 10, 2022. The CSERP provides benefits equal to the difference between (1) the product of (a) 1.0% of final average monthly pay, plus 0.75% of that portion of the final average monthly pay that exceeds the final average Canadian social security wage base, times (b) the years of credited service, and (2) the benefit actually paid under the Canadian Salaried Plan and Excess Plan. A participant’s final average monthly pay under the CSERP is equal to the average of the participant’s highest three completed calendar years of pensionable earnings out of the participant’s last 120 months of employment. A participant’s pensionable earnings under the CSERP includes base salary and 85% of annual incentive. A participant’s forms of payment are the same under the CSERP as the Canadian Salaried Plan. The Excess Plan is a nonqualified defined-benefit plan that provides retirement benefits to eligible employees whose annual benefits would exceed the Canadian Income Tax Act benefit limit. Mr. Deep participates in the Excess Plan. Mr. Deep’s pensionable earnings and years of credited service under the Excess Plan were frozen as of January 10, 2022. The Excess Plan provides benefits equal to the difference between (1) the amount that would have been provided under the Canadian Salaried Plan if the annual benefit limit did not apply, and (2) the benefit actually paid under the Canadian Salaried Plan. A participant’s pensionable earnings and forms of payment are the same under the Excess Plan as the Canadian Salaried Plan.

  152. Gulfstream Aerospace Corporation Pension Plan

    Gulfstream Aerospace Corporation Pension Plan The GAC Plan is a tax-qualified defined-benefit pension plan that provides benefits as a life annuity to retired participants. A participant’s benefit under the GAC Plan increases with each year of service. Participants who leave before they are eligible for early retirement are paid a substantially reduced amount. Mr. Burns participates in the GAC Plan. Earnings used to calculate pension benefits (pensionable earnings) include only a participant’s base salary and cash bonus and exclude all other items of income, including equity awards. Under the Internal Revenue Code, the GAC Plan does not take into account any earnings over a predetermined compensation limit and does not pay annual benefits beyond a predetermined benefit limit. Benefits under the GAC Plan were frozen as of December 31, 2018, for Mr. Burns. For service prior to January 1, 2004, Mr. Burns has a frozen pension accrued benefit under the GAC Plan that totals approximately $3,400 payable monthly as a single-life annuity. Upon his retirement, this amount will increase with cost-of-living adjustments up to a maximum of 3% annually. Effective January 1, 2004, the GAC Plan was amended to provide benefits for each month of credited service earned after December 31, 2003, based on 1.125% of the final average monthly pay at or below the monthly integration level plus 1.25% of the excess above the integration level. The portion of Mr. Burns’ benefit earned after December 31, 2003, is payable monthly as a life annuity and is not subject to cost-of-living adjustments. The normal retirement age under the GAC Plan is age 65. The GAC Plan benefit is calculated as a single-life monthly annuity beginning at age 65 and has multiple actuarially equivalent payment forms from which participants can choose to take their benefit. A cash lump sum is only available if a participant’s present value of accrued benefit is less than $5,000. Mr. Burns did not reach the normal retirement age as of December 31, 2024. A participant with at least 20 years of service at age 50 or with at least five years of service at age 60 qualifies for early retirement. Mr. Burns is qualified for early retirement. A participant who is eligible for early retirement is entitled to receive the following:

  153. Gulfstream Aerospace Corporation Pension Plan

    | 1) | If a participant retires between age 50 and 60, his or her age 65 benefit is reduced by a factor based on a table described in the GAC Plan document for each full year that he or she retires prior to age 60. | | 2) | If the participant retires between age 60 and 65, he or she will receive 100% of his or her age 60 benefit. |

  154. Gulfstream Aerospace Corporation Pension Plan

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 81 |

  155. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

  156. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(a) | Aggregate Earnings in Last Fiscal Year ($)(b) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(c) | | Ms. Novakovic | 170,000 | 34,000 | 98,420 | — | 3,842,378 | | Ms. Kuryea | 44,100 | 14,700 | 68,894 | — | 662,162 | | Mr. Aiken | 22,000 | 22,000 | 66,638 | — | 617,577 | | Mr. Burns | 87,500 | 17,500 | 163,183 | — | 1,211,762 | | Mr. Smith | 17,500 | 17,500 | 9,057 | — | 321,651 | | Mr. Deep | 19,650 | 13,100 | (909) | — | 69,326 |

  157. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | (a) The registrant contributions are included in the All Other Compensation column of the SCT. | | (b) No amounts shown in the Aggregate Earnings in Last Fiscal Year column are reported as compensation in the SCT. | | (c) Certain amounts in the Aggregate Balance at Last Fiscal Year End column were previously reported in the SCT in the Salary column (in the case of executive contributions) or in the All Other Compensation column (in the case of registrant contributions) for the NEOs. The amounts previously reported as executive and registrant contributions were as follows: |

  158. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | | Amount Previously Reported | | | Name | Executive Contributions ($) | Registrant Contributions ($) | | Ms. Novakovic | 1,780,000 | 390,450 | | Ms. Kuryea | - | - | | Mr. Aiken | 150,800 | 150,800 | | Mr. Burns | 367,644 | 73,529 | | Mr. Smith | 63,500 | 63,500 | | Mr. Deep | - | - |

  159. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following are estimated payments and benefits that would be provided to the NEOs in the event of termination of the executive’s employment assuming a termination date of December 31, 2024. We have calculated these amounts for different termination scenarios based on our existing benefit plans and the General Dynamics Corporation equity compensation plan currently in effect (the Equity Compensation Plan). The actual amounts of the payments and costs of the benefits, however, can only be determined at the time of an executive’s separation from General Dynamics and, depending on the payment or benefit, may extend over several years. For each termination and change-in-control scenario discussed below, the NEO would also be entitled to:

  160. Potential Payments Upon Termination or Change in Control

    | 1) | The pension benefits described in the Pension Benefits for Fiscal Year 2024 table, for those NEOs who are eligible to receive benefits; and | | 2) | The amounts listed in the Nonqualified Deferred Compensation for Fiscal Year 2024 table. |

  161. Potential Payments Upon Termination or Change in Control

    The estimated totals presented in the table on the next page do not include these pension benefit and nonqualified deferred compensation amounts, nor do the totals include items that are provided to all employees, such as payment for accrued vacation.

  162. Pay Ratio Results

    Pay Ratio Results

  163. Pay Ratio Results

    | (a) Assumes the executive elects the maximum of two-times-pay coverage at retirement. The estimated cost is calculated using the assumptions made for financial reporting purposes for valuing post-retirement life insurance at December 31, 2024. The life insurance benefit is further described under the CD&A section titled Other Retiree Benefits. | | (b) The estimated cost for this coverage is based on the difference between the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) rate that the executive would pay and the higher expense we must recognize for financial reporting purposes. We provide retiree medical and dental coverage only until an executive reaches age 65. Ms. Novakovic, Mr. Aiken and Mr. Deep are not eligible for retiree medical and dental coverage at December 31, 2024. | | (c) In situations where an executive has completed a full calendar year of service to the company, for certain termination scenarios not involving a change in control, the executive may remain eligible for an annual incentive for performance during the year, though whether a bonus is paid in the future, and the amount, if any, would be subject to Compensation Committee approval. No future annual incentive payment is guaranteed, and the amount of any annual incentive would be determined as described in the CD&A section. The NEO may also be eligible for $2 million of proceeds under AD&D insurance, depending upon the circumstances. | | (d) Upon death or total and permanent disability the remaining unvested portion of the option grant will become fully vested and exercisable in accordance with the terms of the original grant agreement. PSUs granted would be evaluated for achievement relative to goals and if earned, a pro rata amount (determined as set forth in the respective award agreements) will vest and be released within two and one-half months following the original vesting date. The restricted stock held by the executive vest immediately and would be released at the time of permanent disability or death and transferred to the estate as applicable. The value of the unvested options reflected in the table represents the difference between the closing share price of $263.49 on December 31, 2024, and the option grant price, multiplied by the number of retained unvested options. The value of the restricted stock represents the number of restricted shares held on December 31, 2024, multiplied by the closing share price of $263.49 on December 31, 2024. | | (e) The value of the prorated PSUs represents the number of earned units as of December 31, 2024, assuming target performance, multiplied by the closing share price of $263.49 on December 31, 2024. | | (f) The value of the unvested options reflected in the table represents the difference between the closing share price of $263.49 on December 31, 2024, and the option grant price, multiplied by the number of retained unvested options. | | (g) The value of the restricted stock represents the number of restricted shares held on December 31, 2024, multiplied by the closing share price of $263.49 on December 31, 2024. | | (h) Under the terms of the Equity Compensation Plan, most participants qualify for retirement treatment after reaching age 55 with at least five years of continuous service with the company. For participants who are elected officers of the company and who have reached age 55, the plan provides for retirement treatment with the consent of the company’s CEO or, in the case of the CEO, the Compensation Committee. For purposes of this Proxy Statement, we assume that any required consents for retirement treatment have been obtained. Since Ms. Novakovic, Ms. Kuryea, and Messrs. Burns, Deep and Smith are eligible to retire, the unvested stock option awards granted will continue to vest. The restricted stock awards would be released immediately. The PSUs would be prorated (as set forth in the respective award agreements) and will be released within two and one-half months following their respective scheduled vesting dates, if earned based on the applicable performance goals. | | (i) Any annual incentive amount paid in a change-in-control situation would be determined in accordance with the terms of the applicable change-in-control agreement. Since we assume that a change in control and triggering event had occurred on December 31, 2024, the change-in-control scenarios identify the March 2024 annual incentive amounts (or the average of the 2022, 2023 and 2024 annual incentive amounts, if higher). | | (j) Calculated in accordance with the applicable change-in-control agreement. For the NEOs other than Mr. Burns, this amount equals 2.99 times their annual salary and annual incentive. For Mr. Burns, the multiple is 2.00 times. | | (k) Represents an additional 36 months of life, medical, dental and long-term disability benefits for the NEOs other than Mr. Burns and the costs of retiree benefits. These costs reflect an amount equal to 3.00 times the 2024 annual employer premiums for these benefits. For Mr. Burns, the amount represents an additional 24 months and the costs reflect an amount equal to 2.00 times the 2024 annual employer premiums for these benefits. The costs of retiree benefits for Ms. Novakovic, Ms. Kuryea, and Messrs. Burns and Smith are reduced in this scenario because the 36 months (24 months for Mr. Burns) of continued active coverage described defers the commencement date of this coverage. Ms. Novakovic is not eligible for retiree medical and dental benefits; therefore, the amount includes the retiree life benefit only. | | (l) Represents the estimated outplacement services costs, obtained from an outplacement vendor, for 12 months for a senior executive. | | (m) Represents financial counseling and tax planning services for 36 months (for NEOs other than Mr. Burns) or 24 months (for Mr. Burns) following the termination date, at a total cost not to exceed $10,000 per year for each NEO. | | (n) Represents a supplemental retirement benefit payable in cash equal to an additional 36 months (24 months for Mr. Burns) of company contributions to each defined-contribution plan in which the executive participates. | | (o) Our Equity Compensation Plan and the applicable award agreements contain a “double-trigger” mechanism for all participants, including the named executive officers. This mechanism provides that if, within two years following a change in control, a participant’s employment is terminated by the company for any reason other than for Cause (as defined in the plan) or by the executive for Good Reason (as defined in the plan), then all outstanding awards that have not vested will immediately vest and become exercisable and all restrictions on awards will immediately lapse. |

  164. Pay Ratio Results

    Pay Ratio Results The CEO pay ratio below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. After using the same median employee for the last three years, per SEC rules, we have re-identified the median employee for 2024.

  165. Pay Ratio Results

    | ● | We determined that as of October 1, 2024 (our Determination Date), our total number of U.S. employees was approximately 99,492 and our total number of non-U.S. employees was approximately 16,706. We excluded from this non-U.S. employee population a total of 5,725 employees from: Mexico (4,952), Saudi Arabia (116), Colombia (92), Brazil (83), United Arab Emirates (67), Argentina (60), Netherlands (53), Romania (42), French Polynesia (33), Ecuador (32), Israel (32), Philippines (30), Jamaica (26), Peru (20), France (19), New Zealand (18), New Caledonia (12), Guyana (8), Chile (7), Barbados (4), Haiti (4), Trinidad and Tobago (4), Bahamas (3), Bermuda (1), Costa Rica (1), El Salvador (1), Ethiopia (1), Kazakhstan (1), Portugal (1), San Marino (1), Turkey (1), as the total number of employees from these non-U.S. jurisdictions was less than 5 percent of our total employee population. | | ● | To determine our median pay, we chose base salary as our consistently applied compensation measure. We then calculated an annual base salary for each employee, annualizing pay for those employees who commenced work during 2024 and any employees who were on leave for a portion of 2024. For hourly employees, we used a reasonable estimate of hours actually worked to determine annual base pay. We used a clustered sampling methodology to identify the median employee within this employee population. |

  166. Pay Ratio Results

    Total 2024 annual compensation for the median employee was valued at $99,445 and total annual compensation for the CEO was valued at $23,794,702, resulting in a ratio of median employee total annual compensation to CEO total annual compensation of 239:1. Total annual compensation for the median employee and the CEO is calculated according to the disclosure requirements of the SCT and includes base salary, annual incentive, equity awards, change in pension values and other compensation such as perquisites and company-paid healthcare benefits.

  167. Pay Ratio Results

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 85 |

  168. Pay Versus Performance

    Pay Versus Performance The “Compensation Actually Paid” values shown below do not reflect the compensation actually paid to the CEO or the NEOs. As such, the Compensation Committee did not consider the information provided in the table in structuring or determining compensation for our NEOs. For a complete discussion of the company’s executive compensation program and the Committee’s philosophy and approach, please refer to the CD&A section of this Proxy Statement (beginning on page 43). The table intends to compare “Pay Versus Performance” and prescribes a method to calculate “Compensation Actually Paid” (CAP). While the table shows SCT compensation and CAP values side by side, they are not comparable. Together with the salary and annual incentive, the SCT values include the accounting fair value of equity awards granted in the year shown (at the time the grant was made), whereas CAP values include a revaluation of the current grant at year-end, plus the year-over-year change in the fair value of multiple years of historical equity grants. Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price and therefore, may be higher or lower than the SCT compensation values. The actual value of an equity award realized by an executive depends on several factors measured over multiple years, including the stock price, the financial performance of the company, the rTSR performance of the company as compared to a peer group, timing of stock option exercises and other factors.

  169. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year | Summary Compensation Table Total for PEO ($)(a) | Compensation Actually Paid to PEO ($)(a)(b)(c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(a) | Average Compensation Actually Paid to Non-PEO NEOs ($)(a)(b)(c) | GD Total Shareholder Return ($) | S&P Total Aerospace & Defense Shareholder Return ($)(d) | Net Earnings ($M) | Annual ROIC(e) | | 2024 | 23,794,702 | 33,404,342 | 7,130,795 | 9,578,247 | 168 | 136 | 3,782 | 13.2% | | 2023 | 22,582,776 | 31,647,903 | 7,204,864 | 9,619,890 | 163 | 119 | 3,315 | 12.3% | | 2022 | 21,478,167 | 48,651,910 | 6,221,750 | 12,842,568 | 152 | 112 | 3,390 | 12.6% | | 2021 | 23,553,861 | 42,557,364 | 6,501,277 | 11,102,219 | 125 | 95 | 3,257 | 11.9% | | 2020 | 19,328,499 | 9,128,233 | 5,293,847 | 2,978,395 | 87 | 84 | 3,167 | 11.8% |

  170. Pay Versus Performance

    | (a) For each year represented, Ms. Phebe N. Novakovic was our principal executive officer (PEO). The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  171. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Jason W. Aiken | Jason W. Aiken | Jason W. Aiken | Jason W. Aiken | Jason W. Aiken | | Mark L. Burns | Mark L. Burns | Mark L. Burns | Mark L. Burns | Mark L. Burns | | Robert E. Smith | Robert E. Smith | Robert E. Smith | Robert E. Smith | Robert E. Smith | | Mark C. Roualet | Mark C. Roualet | Mark C. Roualet | Mark C. Roualet | Kimberly A. Kuryea | | | | | | Danny Deep |

  172. Pay Versus Performance

    | (b) Amounts shown for CAP are computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reported in the SCT with certain adjustments as required by Item 402(v) of Regulation S-K and described in footnote (c) below. | | (c) CAP reflects the exclusions and inclusions of equity awards for the PEO and the non-NEO PEOs as set forth below and calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The valuation methodologies and assumptions, with certain modifications pursuant to SEC guidance, used to calculate CAP are based on our grant date fair value of these awards as disclosed in the company’s consolidated audited financial statements filed with the SEC on Form 10-K for the years reflected in the table below. |

  173. Pay Versus Performance

    | 86 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  174. Pay Versus Performance

    SCT Total to Compensation Actually Paid Reconciliation for the PEO and non-PEO NEOs:

  175. Pay Versus Performance

    | | Calculation for PEO | Calculation for Average of Non-PEOs | | Calculation(1) of Compensation Actually Paid | Year 2024 ($) | Year 2024 ($) | | Summary Compensation Table Total | 23,794,702 | 7,130,795 | | Less aggregate change in actuarial present value of pension benefits | 0 | 0 | | Less grant date fair value of stock and option awards | (17,752,248) | (4,927,971) | | Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | 18,204,885 | 5,053,659 | | Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at fiscal year-end or during the fiscal year | 4,139,636 | 974,315 | | Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards granted in prior fiscal years | 4,794,793 | 1,290,761 | | Add dividends paid on unvested equity awards during the fiscal year | 222,574 | 56,688 | | Compensation Actually Paid | 33,404,342 | 9,578,247 |

  176. Pay Versus Performance

    | (1) For the PEO and other non-PEO NEOs, for each covered year, service cost and prior service cost of pension benefits equals $0, fair value of awards that are granted and vest in the same covered fiscal year equals $0, and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0. |

  177. Pay Versus Performance

    | (d) TSR shown in this table utilizes the S&P 500 Aerospace & Defense (A&D) Index, which we use in our stock performance graph required by Item 201(e) of Regulation S-K included in the company’s consolidated audited financial statements filed with the SEC on Form 10-K for the years reflected in the table above. The comparison assumes $100 was invested for the period starting December 31, 2019, through December 31 of the applicable fiscal year in each of the company’s Common Stock and the S&P A&D Index. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies included in the S&P A&D Index. The historical stock price performance of our Common Stock shown is not necessarily indicative of future stock price performance. |

  178. Pay Versus Performance

    | (e) Pursuant to Item 402(v) of Regulation S-K, we determined annual ROIC to be the most important financial performance measure used to link company performance to CAP to our PEO and other NEOs in 2024. See Appendix A for a discussion of ROIC, which is a non-GAAP measure. |

  179. Pay Versus Performance

    | GENERAL DYNAMICS / 2025 PROXY STATEMENT | 87 |

  180. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following charts set forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and the company’s cumulative TSR, S&P A&D Index TSR, net earnings, and ROIC over the five-year period from 2020 through 2024, each as set forth in the table above.

  181. Pay Versus Performance Relationship Descriptions

    | PEO CAP ($M) Versus GD TSR and S&P Aerospace & Defense Index TSR | Average NEO CAP ($M) Versus GD TSR and S&P Aerospace & Defense Index TSR | | | |

  182. Pay Versus Performance Relationship Descriptions

    | PEO CAP ($M) Versus GD Net Earnings ($M) | Average NEO CAP ($M) Versus GD Net Earnings ($M) | | | |

  183. Pay Versus Performance Relationship Descriptions

    | PEO CAP ($M) Versus GD Annual ROIC | Average NEO CAP ($M) Versus GD Annual ROIC | | | |

  184. Pay Versus Performance Relationship Descriptions

    | 88 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |

  185. Shareholder Proposals and Director Nominees for the 2026 Annual Meeting of Shareholders

    Shareholder Proposals and Director Nominees for the 2026 Annual Meeting of Shareholders If you wish to submit a proposal for inclusion in our proxy materials to be distributed in connection with the 2026 Annual Meeting of Shareholders (the 2026 Annual Meeting), your written proposal must comply with applicable SEC rules and be received by us no later than November 28, 2025. The proposal should be sent to the Corporate Secretary, General Dynamics Corporation, 11011 Sunset Hills Road, Reston, Virginia 20190. If you intend to present a proposal or director nomination at the 2026 Annual Meeting that is not to be included in our proxy materials, you must comply with the requirements set forth in our Bylaws. Among other things, the Bylaws require that a shareholder submit a written notice to our Corporate Secretary at the address in the preceding paragraph no earlier than January 7, 2026, and no later than February 6, 2026. In addition, our Bylaws permit a shareholder or a group of up to 20 shareholders who have owned 3% or more of the company’s outstanding capital stock continuously for at least three years to submit director nominees for inclusion in our proxy statement if the shareholder(s) and nominee(s) satisfy the requirements specified in our Bylaws. These requirements can be found in Article II, Section 10 of our Bylaws. The applicable notice must be received by the company no earlier than October 29, 2025, and no later than November 28, 2025.