GENERAL DYNAMICS CORP, DEF 14A filed on 3/28/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name General Dynamics Corp
Entity Central Index Key 0000040533
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended 24 Months Ended 36 Months Ended 48 Months Ended 60 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Pay vs Performance Disclosure [Table]                  
Pay vs Performance Disclosure, Table

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.

                                 
                              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%
                
Company Selected Measure Name annual ROIC                
Named Executive Officers, Footnote
(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.
                
Peer Group Issuers, Footnote [Text Block]
(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.
                
PEO Total Compensation Amount $ 23,794,702 $ 22,582,776 $ 21,478,167 $ 23,553,861 $ 19,328,499        
PEO Actually Paid Compensation Amount $ 33,404,342 31,647,903 48,651,910 42,557,364 9,128,233        
Adjustment To PEO Compensation, Footnote
       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
               
Non-PEO NEO Average Total Compensation Amount $ 7,130,795 7,204,864 6,221,750 6,501,277 5,293,847        
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,578,247 9,619,890 12,842,568 11,102,219 2,978,395        
Adjustment to Non-PEO NEO Compensation Footnote
       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
               
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
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
                
Compensation Actually Paid vs. Net Income [Text Block]
PEO CAP ($M) Versus GD Net Earnings ($M) Average NEO CAP ($M) Versus GD Net Earnings ($M)
                
Compensation Actually Paid vs. Company Selected Measure [Text Block]
PEO CAP ($M) Versus GD Annual ROIC Average NEO CAP ($M) Versus GD Annual ROIC
                
Tabular List [Table Text Block]

2024 Tabular List of Most Important Financial and Non-Financial Performance Measures

The following table presents the financial and non-financial performance measures that the company considers to have been the most important in linking CAP to our PEO and other NEOs in 2024 as set forth in the table above to company performance. The measures in this table are not ranked.

Most Important Performance Measures
Diluted EPS
Free Cash Flow
Operating Margin
Return on Invested Capital (ROIC)
Total Shareholder Return
                
Total Shareholder Return Amount         87 $ 125 $ 152 $ 163 $ 168
Peer Group Total Shareholder Return Amount         84 $ 95 $ 112 $ 119 $ 136
Net Income (Loss) Attributable to Parent $ 3,782,000,000 $ 3,315,000,000 $ 3,390,000,000 $ 3,257,000,000 $ 3,167,000,000        
Company Selected Measure Amount 0.132 0.123 0.126 0.119 0.118        
PEO Name Novakovic Novakovic Novakovic Novakovic Novakovic        
Less Aggregate Change In Actuarial Present Value Of Pension Benefits [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ 0                
Less Aggregate Change In Actuarial Present Value Of Pension Benefits [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0                
Less Grant Date Fair Value Of Stock And Option Awards [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount (17,752,248)                
Less Grant Date Fair Value Of Stock And Option Awards [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount (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 [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 18,204,885                
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 [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 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 [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 4,139,636                
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 [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 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 [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 4,794,793                
Add Change In Fair Value Whether Positive Or Negative As Of Fiscal Year End For Unvested And Outstanding Awards Granted In Prior Fiscal Years [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 1,290,761                
Add Dividends Paid On Unvested Equity Awards During The Fiscal Year [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 222,574                
Add Dividends Paid On Unvested Equity Awards During The Fiscal Year [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ 56,688                
Measure [Axis]: 1                  
Pay vs Performance Disclosure [Table]                  
Measure Name Annual ROIC                
Measure [Axis]: 2                  
Pay vs Performance Disclosure [Table]                  
Measure Name Diluted EPS                
Measure [Axis]: 3                  
Pay vs Performance Disclosure [Table]                  
Measure Name Free Cash Flow                
Measure [Axis]: 4                  
Pay vs Performance Disclosure [Table]                  
Measure Name Operating Margin                
Measure [Axis]: 5                  
Pay vs Performance Disclosure [Table]                  
Measure Name Return on Invested Capital (ROIC)                
Measure [Axis]: 6                  
Pay vs Performance Disclosure [Table]                  
Measure Name Total Shareholder Return                
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing MNPI Disclosure

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.

Award Timing Method 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.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true