GENERAL DYNAMICS CORP (GD)
Sector: Industrials
2026 Annual Meeting Analysis
GENERAL DYNAMICS CORP · Meeting: May 6, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Clarke joined in February 2023, which is within 24 months of the meeting date, making him exempt from the TSR performance trigger; he brings deep defense and national security expertise relevant to General Dynamics' business.
General Dynamics' 3-year price return of 67.7% outpaces the S&P 500 Index (^GSPC — S&P 500) by +7.3 percentage points, well below the 65-point threshold required to trigger a concern vote for a strong-positive TSR company; deLeon brings relevant aerospace and defense industry experience.
No TSR trigger applies given GD's strong performance versus the S&P 500 Index (^GSPC — S&P 500); Haney's military and naval background provides relevant oversight capability for a defense contractor.
Hooper joined in June 2023, which is within 24 months of the meeting date, making him exempt from the TSR performance trigger; he holds 2 outside public board seats, which is within the policy limit for a non-CEO director.
No TSR trigger applies given GD's strong relative performance versus the S&P 500 Index (^GSPC — S&P 500); Malcolm brings finance and manufacturing expertise and qualifies as an Audit Committee Financial Expert.
As an executive director, the same TSR trigger applies: GD's 3-year return of 67.7% outperforms the S&P 500 Index (^GSPC — S&P 500) by +7.3 percentage points, far below the 65-point threshold needed to trigger concern; she holds 1 outside public board seat, within the policy limit for a sitting CEO.
No TSR trigger applies; Nye is the sitting CEO of Martin Marietta Materials and holds 1 outside public board seat (the GD board itself), which is within the policy limit of 2 outside seats for a sitting CEO.
No TSR trigger applies given GD's strong performance; Reynolds is a certified public accountant qualifying as an Audit Committee Financial Expert and brings broad financial and governance experience.
No TSR trigger applies; Schumacher serves as independent Lead Director and Compensation Committee Chair with extensive legal, governance, and executive experience at large public companies.
No TSR trigger applies; Steel holds 1 outside public board seat (Perella Weinberg Partners) and brings deep financial markets and sustainability expertise relevant to board oversight.
No TSR trigger applies; Stratton's role as Executive Chairman of Frontier Communications ended in January 2026, so he currently holds 1 outside public board seat (Abbott Laboratories), within policy limits.
No TSR trigger applies; Wall holds no outside public company board seats and brings international defense and military operational experience directly relevant to General Dynamics' business.
All 12 director nominees receive a FOR vote. General Dynamics' 3-year price return of 67.7% outperforms the S&P 500 Index (^GSPC — S&P 500) by +7.3 percentage points, well short of the 65-point threshold required to trigger against votes for a company with strong positive TSR. No overboarding concerns exist, attendance averaged 99.5%, and the board maintains 11 of 12 independent directors with a robust skills matrix disclosed in the proxy.
Say on Pay
✓ FORCEO
Phebe N. Novakovic
Total Comp
$25,924,082
Prior Support
96%%
The company received 96% shareholder support on its 2025 say-on-pay vote, reflecting broad shareholder endorsement of the compensation program. CEO Phebe Novakovic's total compensation of approximately $25.9 million is consistent with benchmark expectations for a CEO of a $94 billion aerospace and defense company, and the pay mix is heavily weighted toward variable, performance-linked pay — with long-term equity awards (performance stock awards, stock options, and restricted stock) comprising the majority of total compensation. The incentive program uses meaningful, measurable performance metrics including return on invested capital (ROIC) and relative total shareholder return versus the S&P 500, and the company's 2025 TSR of 30.4% significantly outpaced the S&P 500's 17.9%, confirming strong alignment between executive pay outcomes and shareholder experience.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
24 yrs
Audit Fees
$25,504,000
Non-Audit Fees
$3,264,000
KPMG's non-audit fees (audit-related fees of $1,989,000 plus tax fees of $1,128,000 plus other fees of $147,000, totaling $3,264,000) represent approximately 12.8% of audit fees of $25,504,000, well below the 50% threshold that would raise independence concerns. KPMG has served since 2002, giving it 24 years of tenure — just under the 25-year threshold that would trigger a concern. No material financial restatements were identified, and KPMG is a Big 4 firm appropriate for a company of General Dynamics' size and complexity.
Overall Assessment
The 2026 General Dynamics annual meeting presents a clean ballot with three management proposals and no stockholder proposals. All director nominees, the auditor ratification, and the say-on-pay vote receive FOR determinations, supported by strong stock performance relative to the S&P 500 Index (^GSPC — S&P 500), well-structured incentive pay with meaningful performance conditions, and KPMG audit fees that reflect an appropriate balance between audit and non-audit work.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing