GENERAL DYNAMICS CORP

The Board recommends a vote FOR this proposal. See page 40 GENERAL DYNAMICS / 2026 PROXY STATEMENT --------------------------------------- PROXY SUMMARY Who We Are Who We Are Overview of Our Business and Strategy General Dynamics Corporation (NYSE: GD) is a global aerospace and defense company that specializes in high-end design, engineering and manufacturing to deliver state-of-the-art solutions to our customers. We offer a broad portfolio of products and services in business aviation; ship construction and repair; land combat vehicles, weapon systems and munitions; and technology products and services. We offer these products and services through our 10 business units, which are organized into four operating segments: Aerospace, Marine Systems, Combat Systems and Technologies. To optimize market focus, customer intimacy, agility and operating expertise, each business unit is responsible for the development and execution of its strategy and operating results. This structure allows for a lean corporate function, which sets the overall strategy and governance for the company and is responsible for allocating and deploying capital. Our business units seek to deliver superior operating results by building industry-leading franchises. To achieve this goal, we invest in advanced technologies, pursue a culture of continuous improvement, and strive to be the low-cost, high-quality provider in each of our markets. The result is long-term value creation measured by strong earnings and cash flow and an attractive return on capital. Delivering Long-Term Shareholder Value General Dynamics is focused on creating long-term shareholder value. In DIVIDEND 2025, the company increased the quarterly dividend by 5.6%, the 28th consecutive annual dividend increase. HISTORY (Quarterly) ------------------------------------------------------------------------------------------------------------------------ Strong 2025 Financial and Operational Performance $52.6 $5.1 $4 $118 billion billion billion billion REVENUE NET CASH PROVIDED BY FREE CASH FLOW (FCF)(1) YEAR-END BACKLOG Record High OPERATING ACTIVITIES Record High Record High Record High $1.50 $2.2 $2.5 30.4% per share billion billion TOTAL QUARTERLY DIVIDEND CASH CASH INVESTED IN SHAREHOLDER 5.6 percent increase RETURNED TO THE BUSINESS(2) RETURN (TSR) from SHAREHOLDERS vs. 17.9% for the S&P prior year Including 500 Index the 28th consecutive annual dividend increase (1) See Appendix A for a discussion of FCF, which is a non-U.S. generally accepted accounting principles (GAAP) measure. ------------------------------------------------------------------------------------------- (2) Includes capital expenditures, purchases of leased assets, company-sponsored R&D, acquisitions and strategic investments. GENERAL DYNAMICS / 2026 PROXY STATEMENT --------------------------------------- PROXY SUMMARY 2026 Board of Director Nominees 2026 Board of Director Nominees Name and Primary Occupation Independent Director Other Public Committee Membership Since Company Boards -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- AC CC FBPC NCGC SC RICHARD D. CLARKE 2023 1 Former Commander, U.S. Special Operations Command and Retired General, U.S. Army RUDY F. DELEON 2014 Senior Fellow, Center for American Progress CECIL D. HANEY 2019 Retired Admiral, U.S. Navy CHARLES W. HOOPER 2023 Former Director, Defense Security Cooperation Agency and Retired General, U.S. Army MARK M. MALCOLM 2015 Former President and CEO, Tower International, Inc. PHEBE N. NOVAKOVIC 2012 1 Chairman and CEO, General Dynamics Corporation C. HOWARD NYE 2018 1 Chairman, President and CEO, Martin Marietta Materials, Inc. CATHERINE B. REYNOLDS 2017 1 Co-founder and CEO, VitaKey Inc. LAURA J. SCHUMACHER 2014 1 Lead Director and Former Vice Chairman, External Affairs and Chief Legal Counsel, AbbVie Inc. ROBERT K. STEEL 2021 1 Vice Chairman and Partner, Perella Weinberg Partners LP JOHN G. STRATTON 2020 1 Former Executive Chairman, Frontier Communications Parent, Inc. PETER A. WALL 2016 Retired General, British Army Committee Chair AC = Audit FBPC = Finance Committee and Benefit Plans Committee ----------------------------------------------------------------------------------------------------- Committee Member CC = Compensation Committee NCGC = Nominating and Corporate Governance Committee SC = Sustainability Committee GENERAL DYNAMICS / 2026 PROXY STATEMENT --------------------------------------- PROXY SUMMARY Composition of the General Dynamics Board Composition of the General Dynamics Board (As Nominated for Election at the Annual Meeting) DIRECTOR TENURE AGE GUIDED BY EXPERTISE — KEY BOARD SKILLS, KNOWLEDGE AND EXPERIENCE GENERAL DYNAMICS / 2026 PROXY STATEMENT --------------------------------------- PROXY SUMMARY A Commitment to Sound Corporate Governance A Commitment to Sound Corporate Governance Our Board believes that a commitment to sound corporate governance enhances shareholder value. Good corporate governance starts with a strong value system, and the value system starts in the boardroom. The General Dynamics Ethos — our distinguishing moral nature — is rooted in four overarching values. THESE VALUES: ● Drive how we operate our business; ------------------------------------------------------------------------------------- ● Govern how we interact with each other and our customers, partners and suppliers; ● Guide the way we treat our workforce; and ● Determine how we connect with our communities and impact our environment. By adhering to our Ethos, we ensure that we continue to be good stewards of the investments made in us by our shareholders, customers, employees and communities. GENERAL DYNAMICS / 2026 PROXY STATEMENT --------------------------------------- PROXY SUMMARY Corporate Governance Highlights Corporate Governance Highlights Governance For more Practice information ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Stock Ownership ● Market-leading stock ownership requirements P. 37 provide that executive officers must hold shares of our Common Stock worth at least 10 to 15 times of base salary. ● We prohibit hedging and pledging P. 69 of our Common Stock by directors and executive officers. Board Structure and ● Thoughtful Board refreshment supports P. 7; P. 24 Governance a balanced mix of perspectives, as well as new and more seasoned directors with an average tenure of 8.2 years. ● 11 of our 12 director nominees are independent. P. 21; P. 25 All of our Board committees are chaired by independent directors and are 100% independent. ● An independent Lead Director with P. 23 a robust set of responsibilities is elected annually by the Board and provides additional independent oversight of senior management and Board matters. ● Diligent Board oversight of risk P. 27 is a cornerstone of our risk management program. ● Our independent directors meet in executive P. 30 sessions, chaired by the Lead Director, without management present following each regularly scheduled Board meeting. ● Our directors had an average attendance of P. 30 99.5% for all Board and committee meetings in 2025. ● The Board and each committee conduct annual P. 36 self-assessments of their performance and effectiveness. ● Our related person transactions policy P. 35 ensures appropriate Board review of related person transactions. ● Our directors are elected annually P. 12; based on a majority voting standard for uncontested elections. We have a resignation policy Bylaws* if a director fails to receive a majority of votes cast. ● We prevent overboarding by CGG* providing that directors may not serve on more than four other public company boards, and Audit Committee members may not serve on the audit committees of more than two other public companies. Corporate Responsibility ● The Board’s fully independent Sustainability P. 29 and Sustainability Committee assists the Board in overseeing corporate SC practices relating to sustainability, including environmental, employee health and safety, Charter* human rights and other social matters. ● We released an updated Sustainability Report SR** in 2025 that discusses our Ethos and our commitment to our stakeholders and communities, and transparently outlines our approach and strategy on sustainability topics. ● Our ethics program includes GD Website** strong Codes of Ethics for all employees globally, with specific codes for our directors and financial professionals. ● Disclosure of our corporate political contributions GD Website*** and trade association dues describes the process and oversight we employ in each area. ● We SR**; GD Website** have a strong corporate commitment to respecting the dignity, human rights and autonomy of others. GENERAL DYNAMICS / 2026 PROXY STATEMENT --------------------------------------- PROXY SUMMARY Shareholder Engagement Governance For more Practice information ------------------------------------------------------------------------------------------------------------------------------------------------------- Shareholder Rights ● Our proxy access Bylaws enable shareholders Bylaws* meeting the requirements in our Bylaws to nominate director candidates and have those nominees included in our proxy statement. ● We do not have a shareholder rights plan, CGG* or poison pill. Any such future plan would require shareholder approval. ● Our Bylaws provide for shareholders’ rights under Bylaws* Delaware law to act by written consent. ● Our shareholders have the right to request a special Bylaws* meeting of shareholders. ● Voting rights Certificate of Incorporation* are proportional to economic interests. One share equals one vote. * Our Corporate Governance Guidelines (CGG), Certificate of Incorporation, Bylaws and Sustainability Committee Charter (SC Charter) are available on our website at www.gd.com/CorporateGovernance. ------------------------------------------------------------------------------------------------------------------------------ ** Our Standards of Business Ethics and Conduct, Codes of Ethics, Sustainability Report (SR) and Policy Statement on Human Rights are available on our website at www.gd.com/Responsibility. *** See www.gd.com/AdditionalDisclosure. Shareholder Engagement KEY ITEMS DISCUSSED WITH SHAREHOLDERS IN 2025 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- In 2025, our shareholder HUMAN CAPITAL MANAGEMENT BOARD OF DIRECTORS outreach incorporated - AND shareholders representing Workforce CORPORATE GOVERNANCE approximately: development, including composition and training - - Board composition refreshment and Labor relations succession planning - Board leadership structure - Board member capacity CORPORATE RESPONSIBILITY MANAGEMENT SUCCESSION AND SUSTAINABILITY PLANNING - EXECUTIVE Greenhouse gas emissions COMPENSATION - Human rights risk management and due diligence - Artificial Intelligence (AI) governance GENERAL DYNAMICS / 2026 PROXY STATEMENT ------------------------------- PROXY SUMMARY Executive Compensation Highlights Executive Compensation Highlights Components of 2025 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 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 GENERAL DYNAMICS / 2026 PROXY STATEMENT ------------------------------- ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY