UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

  Filed by the Registrant   Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

GENERAL DYNAMICS CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required
	Fee paid previously with preliminary materials
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER TO OUR SHAREHOLDERS

March 24, 2022

DEAR FELLOW SHAREHOLDER: Enclosed you will find the 2022 General Dynamics Proxy Statement. We encourage you to read this proxy statement to learn more about our sound corporate governance practices, our pay-for-performance approach to executive compensation and the ways in which we have engaged with and responded to our shareholders.

2021 Performance As the pandemic continued through 2021, our business units remained engaged with our customers, worked effectively with our suppliers and acted with the utmost concern for our employees. Despite the pandemic, we continued to make very good progress on our long-term investment plans. Gulfstream revealed the G800 and G400, and Electric Boat reached 60% completion on its facility modernization plan. With our ongoing focus on operating excellence, we generated cash from operations of $4.3 billion, a new record, and we achieved diluted earnings per share of $11.55, exceeding our projection. Our defense segments collectively delivered record revenue and operating earnings. We produced $3.4 billion of free cash flow,(1) an amount that exceeded our net earnings. Our backlog remained strong at $87.6 billion. With Aerospace orders topping $13.3 billion, Gulfstream had its strongest order year in over a decade. In addition to investing in our company, we repurchased 10.3 million outstanding shares and increased our dividend by 8%, marking the 24th consecutive year of annual increases. Shareholder Engagement We value our shareholders’ input. In our regular conversations with investors, we discussed company performance, sustainability, corporate governance and compensation. We strive to be responsive to our shareholders. Since my letter to you last year, we have taken substantial and concrete steps to continue to bolster our sustainability initiatives, including creating a new fully independent Sustainability Committee of the Board, issuing a new Sustainability Report and announcing a greenhouse gas reduction goal. Board Engagement and Qualifications Your Board’s diverse directors bring a wealth of knowledge, judgment and wisdom gained through leadership roles in business, government and the military. The Board benefits from its years-long track record of deliberate and thoughtful refreshment. As a result of this process, your Board comprises well-qualified business leaders, aerospace and defense industry experts, and financial and strategic advisors. On behalf of the Board of Directors, I am pleased to invite you to the 2022 Annual Meeting of Shareholders, which we will hold as a virtual Annual Meeting. If you are unable to attend, we encourage you to vote by proxy as all shareholder votes are important. In this proxy statement, we describe the items on which you are asked to vote. We ask that you vote in accordance with the recommendations of the Board of Directors.

Sincerely, Phebe N. Novakovic Chairman and Chief Executive Officer

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

GENERAL DYNAMICS / 2022 PROXY STATEMENT 1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE AND TIME	VIRTUAL MEETING SITE	WHO CAN VOTE
Wednesday, May 4, 2022 9 a.m. Eastern Time	www.VirtualShareholderMeeting.com/GD2022	Shareholders as of March 9, 2022, are entitled to vote

Proposal		Board Recommendation	Additional Information
1	Election of Directors	“FOR” each nominee	See pages 14 through 23 for more information on the nominees
2	Advisory Vote on the Selection of Independent Auditors	“FOR”	See page 37 for details
3	Advisory Vote to Approve Executive Compensation	“FOR”	See page 39 for details
4	Shareholder Proposal — Independent Board Chairman	“AGAINST”	See pages 84 through 86 for details
5	Shareholder Proposal — Human Rights Report	“AGAINST”	See pages 87 through 90 for details

HOWTOVOTE

	INTERNET Access www.ProxyVote.com and follow the instructions.
	MAIL Sign and date each proxy card received and return each card using the prepaid postage envelope.
	TELEPHONE Call 1-800-690-6903 if you are a registered holder. If you are a beneficial holder, call the phone number listed on your voter instruction form.
	ATTENDTHEVIRTUALMEETING To be admitted to the virtual meeting, you must register in advance by accessing www.ProxyVote.com and following the instructions by 11:59 p.m. Eastern Time on April 29, 2022. Once registered, you can access the virtual meeting at www.VirtualShareholderMeeting.com/ GD2022.

Shareholders will also act on all other business that properly comes before the meeting or any adjournment or postponement of the meeting.

Shareholders may raise other matters as described in the accompanying Proxy Statement.

The Board of Directors set the close of business on March 9, 2022, as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting. It is important that your shares be represented and voted at the meeting. Please complete, sign and return a proxy card or use the telephone or internet voting systems.

A copy of the 2021 Annual Report accompanies this Notice and Proxy Statement and is available on the website listed below. These proxy materials are first being mailed or made available on the internet to shareholders on or about March 24, 2022.

By Order of the Board of Directors,

GregoryS.Gallopoulos
Secretary
Reston, Virginia
March 24, 2022

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on
May4,2022

The Proxy Statement and 2021 Annual Report are Available at www.gd.com/2022proxy

GENERAL DYNAMICS / 2022 PROXY STATEMENT 2

TABLE OF CONTENTS

PROXY SUMMARY 4

CORPORATE RESPONSIBILITY AND SUSTAINABILITY 11

Oversight of Sustainability 11

Highlight on Environmental Responsibility 13

ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY 14

Director Nominations 14

Director Skills and Experience 15

2022 Director Nominees 17

Director Independence 23

Nominees to the Board Submitted by Shareholders 23

GOVERNANCE OF THE COMPANY 24

Our Commitment to Strong Corporate Governance 24

Our Ethos 24

Board Leadership Structure 25

Board Committees 26

Risk Oversight 28

Board Meetings, Attendance, Business Unit Visits and Executive Sessions 30

Shareholder Outreach and Engagement 31

Director Orientation and Continuing Education 32

Board and Committee Performance Assessments 33

Communications with the Board 33

Related Person Transactions Policy 34

Director Compensation 35

Director Stock Ownership Guidelines 36

ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS 37

Audit and Non-Audit Fees 37

Auditor Independence 38

Policy on Pre-Approval 38

Audit Committee Report 38

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 39

COMPENSATION DISCUSSION & ANALYSIS 40

Executive Summary 41

The Compensation Process 47

Components of Executive Compensation and Alignment with Company Performance 50

EXECUTIVE COMPENSATION 69

Summary Compensation 69

Equity-Based Awards 70

Option Exercises and Stock Vested 71

Outstanding Equity Awards 72

Company-Sponsored Retirement Plans 75

Nonqualified Defined-Contribution Deferred Compensation 77

Potential Payments Upon Termination or Change in Control 78

Pay Ratio Results 80

Compensation Committee Report 81

SECURITY OWNERSHIP 82

Security Ownership of Management 82

Security Ownership of Certain Beneficial Owners 83

Equity Compensation Plan Information 83

SHAREHOLDER PROPOSAL — INDEPENDENT BOARD CHAIRMAN 84

Proposal and Supporting Statement 84

Statement by Your Board of Directors Against the Shareholder Proposal 85

SHAREHOLDER PROPOSAL — HUMAN RIGHTS REPORT 87

Proposal and Supporting Statement 87

Statement by Your Board of Directors Against the Shareholder Proposal 88

INFORMATION REGARDING THE ANNUAL MEETING AND VOTING 91

OTHER INFORMATION 95

Additional Shareholder Matters 95

Delinquent Section 16(a) Reports 95

Shareholder Proposals and Director Nominees For 2023 Annual Meeting of Shareholders 95

Annual Report on Form 10-K 95

Delivery of Documents to Shareholders Sharing an Address 95

APPENDIX A: USE OF NON-GAAP FINANCIAL MEASURES 96

GENERAL DYNAMICS / 2022 PROXY STATEMENT 3

PROXY SUMMARY

This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all the information you should consider before voting. You should read the full Proxy Statement before casting your vote.

Voting Matters and Board Recommendations

At this year’s Annual Meeting, we are asking shareholders of our Common Stock, par value $1.00 per share (Common Stock) to vote on the following matters:

PROPOSAL1 ELECTION OF DIRECTORS
✔ The Board recommends a vote FOR all director nominees.	See page 14
PROPOSAL2 ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS
✔ The Board recommends a vote FOR this proposal.	See page 37
PROPOSAL 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
✔ The Board recommends a vote FOR this proposal.	See page 39
PROPOSAL4 SHAREHOLDER PROPOSAL — INDEPENDENT BOARD CHAIRMAN
✘ The Board recommends a vote AGAINST this proposal.	See page 84
PROPOSAL5 SHAREHOLDER PROPOSAL — HUMAN RIGHTS REPORT
✘ The Board recommends a vote AGAINST this proposal.	See page 87

GENERAL DYNAMICS / 2022 PROXY STATEMENT 4

Who We Are

Overview of Our Business and Strategy

General Dynamics is a global aerospace and defense company. From Gulfstream business jets and nuclear-powered submarines to combat vehicles, IT services, and communications and networking systems, our customers depend on us to produce the world’s most technologically advanced products and services to ensure their safety and security. 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.

This model, which has served us well for many years, has been vital to our ability to navigate the challenges brought on by the COVID-19 pandemic.

2021 Financial Highlights

Delivering Long-Term Shareholder Value

As the pandemic has continued, our business units have evolved their processes and procedures to stay engaged with customers, work effectively with our suppliers, and act with the utmost concern for our employees. In addition, we made very good progress on our long-term investment plans. Gulfstream revealed the G800 and G400 aircraft, extending the top of its product line and expanding the market for the smaller end of its portfolio, and Electric Boat reached 60% completion on its facility modernization plan. With our ongoing focus on operating excellence, we generated record-high cash from operations of $4.3 billion.

DIVIDEND HISTORY

(Quarterly)

$38.5billion	$11.55	11.9%	$1.19pershare
REVENUE	DILUTED EARNINGS PER SHARE (EPS)	RETURN ON INVESTED CAPITAL (ROIC)(1)	QUARTERLY DIVIDEND
A 1.4% increase despite some ongoing COVID-related disruptions	Exceeded our EPS projections for the year	Improvement due to lower average invested capital and higher net operating profit after taxes	24th consecutive year with a dividend increase
$3.3billion	10.8%	$4.3billion	$87.6billion
NET EARNINGS	OPERATING MARGIN	CASH FROM OPERATING ACTIVITIES	BACKLOG
Fourth-straight year of net earnings in excess of $3.0 billion	Delivered solid double-digit performance	Highest-ever cash from operations; generated free cash flow (FCF) of $3.4 billion, or 104% of net earnings	Aerospace segment backlog achieved a nine-year high

(1)

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

GENERAL DYNAMICS / 2022 PROXY STATEMENT 5

2022 Board of Director Nominees

Name and Primary Occupation		Independent	Director Since	Other Public Company Boards	Committee Membership
					AC	CC	FBPC	NCGC	SC
	JAMESS.CROWN Lead Director Chairman and CEO, Henry Crown and Company	✔	1987	1
	RUDYF.DELEON Senior Fellow, Center for American Progress	✔	2014
	CECILD.HANEY Retired Admiral, U.S. Navy	✔	2019	1
	MARKM.MALCOLM Former President and CEO, Tower International	✔	2015
	JAMESN.MATTIS Former United States Secretary of Defense and Retired General, U.S. Marine Corps	✔	2019
	PHEBEN.NOVAKOVIC Chairman and CEO, General Dynamics		2012	1
	C.HOWARDNYE Chairman, President and CEO, Martin Marietta Materials	✔	2018	1
	CATHERINEB.REYNOLDS Chairman and CEO, EduCap	✔	2017	1
	LAURAJ.SCHUMACHER Vice Chairman, External Affairs and Chief Legal Officer, AbbVie	✔	2014	1
	ROBERTK.STEEL Partner and Chairman, Perella Weinberg Partners	✔	2021	1
	JOHNG.STRATTON Executive Chairman, Frontier Communications	✔	2020	2
	PETERA.WALL Retired General, British Army	✔	2016
Committee Chair   Committee Member					AC = Audit Committee CC = Compensation Committee FBPC = Finance and Benefit Plans Committee NCGC = Nominating and Corporate Governance Committee SC = Sustainability Committee

GENERAL DYNAMICS / 2022 PROXY STATEMENT 6

Composition of the General Dynamics Board

(As Nominated for Election at the Annual Meeting)

DIRECTOR TENURE	AGE
AN INDEPENDENT BOARD	DIVERSITY
Nominees are Independent	Nominees are Women	Nominees are Ethnic or Racial Minorities 1Black/African-American 1Hispanic/Latino

GUIDED BY EXPERTISE — KEY BOARD SKILLS AND EXPERIENCE

GENERAL DYNAMICS / 2022 PROXY STATEMENT 7

A Commitment to Sound Corporate Governance

Our Board of Directors believes that a commitment to good corporate governance enhances shareholder value. Sound 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.

•

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 in us by our shareholders, customers, employees and communities.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 8

Corporate Governance Highlights

Governance Practice		For more information
Stock Ownership	• Market-leading stock ownership requirements provide that executive officers must hold shares of our Common Stock worth eight to 15 times base salary. Director ownership guidelines provide that directors should hold shares having a value of at least eight times the annual retainer.	P. 67
	• We prohibit hedging and pledging of our Common Stock by directors and executive officers.	P. 68
Board Structure and Governance	• Thoughtful Board refreshment supports Board diversity and a balanced mix of new and more seasoned directors with an average tenure of 7.5 years.	P. 7
	• An independent Lead Director with a robust set of responsibilities is elected annually by the Board and provides additional independent oversight of senior management and board matters.	P. 25
	• Eleven of our 12 director nominees are independent. All of our Board committees are chaired by independent directors and are 100% independent.	P. 23
	• Our independent directors meet in executive session, without management present, following each regularly scheduled meeting, presided by the Lead Director.	P. 30
	• Our directors attended 100% of Board and committee meetings in 2021.	P. 30
	• Diligent Board oversight of risk is a cornerstone of our risk management program.	P. 28
	• The Board and each committee conduct annual self-assessments of their performance and effectiveness.	P. 33
	• Our related person transactions policy ensures appropriate Board review of related person transactions.	P. 34
	• Our directors are elected annually based on a majority voting standard for uncontested elections. We have a resignation policy if a director fails to receive a majority of votes cast.	P. 93; Bylaws*
	• We prevent overboarding by 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.	CGG*
Corporate Responsibility	• In 2021, our board established a fully-independent Sustainability Committee to oversee corporate practices relating to corporate sustainability, including environmental, health and safety, human rights, and social matters.	SC Charter*
	• In March 2022, we released an updated and expanded Corporate Sustainability Report that discusses our Ethos, our commitment to our stakeholders and communities and our commitment to diversity and inclusion.	CSR**
	• Our ethics program includes strong Codes of Ethics for all employees globally, with specific codes for our directors and financial professionals.	GD Website**
	• Disclosure of our corporate political contributions and our trade association dues describes the process and oversight we employ in each area.	GD Website ***
	• We have a strong corporate commitment to respecting the dignity, human rights and autonomy of others.	CSR**; GD Website**
Shareholder Rights	• Our proxy access bylaws enable shareholders meeting the requirements in our bylaws to nominate director candidates and have those nominees included in our proxy statement.	Bylaws*
	• We do not have a shareholder rights plan, or poison pill. Any such future plan would require shareholder approval.	CGG*
	• Our Bylaws do not restrict our shareholders’ right under Delaware law to act by written consent.	Bylaws*
	• Our shareholders have the right to request a special meeting of shareholders.	Bylaws*
	• Voting rights are proportional to economic interests. One share equals one vote.	Certificate of Incorporation*
*  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, Corporate Sustainability Report (CSR) and Human Rights Policy are available on our website at www.gd.com/Responsibility. ***  See www.gd.com/AdditionalDisclosure.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 9

Shareholder Engagement

In 2021, we reached out to shareholders representing approximately:	KEYITEMSDISCUSSEDWITHSHAREHOLDERSIN2021
	BoardofDirectorsandCorporateGovernance	• Board refreshment and succession planning • Director diversity • Shareholder rights
	ExecutiveCompensation	• Program structure, including role of equity compensation • Pay-for-performance alignment • Strong shareholder support in 2021 say-on-pay vote
	CorporateResponsibilityandSustainability	• Board oversight, including Sustainability Committee • Greenhouse gas (GHG) emissions target and climate transition • Human capital management • Diversity and inclusion initiatives

Executive Compensation Highlights

Components of 2021 Compensation Program

	CEO	Other NEOs	Description
	AnnualBaseSalary
			• Base Salary is targeted to be a market competitive rate and also reflects the experience, potential and performance track-record of executives.
	AnnualIncentiveCompensation
			• Targeted around the median of 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 and strategic and operational measures to align with annual key priorities. • Incorporates financial metrics — EPS (25%), FCF (25%) and operating margin (20%) — as well as strategic and operational goals (30%). • Strategic and operational performance measures include but are not limited to: financial performance improvements, prudent allocation of capital, environmental, social, and governance (ESG) management, debt management, segment performance, cost reductions, leadership and other significant factors not contemplated at the start of the year.
	Long-TermIncentive(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 NEOs with the objectives of our company and shareholders. • 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 / 2022 PROXY STATEMENT 10

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Our Board and management take seriously our commitment to corporate responsibility, and we implement our ESG program in a way that benefits our stakeholders, including investors, customers, employees, suppliers and communities. This imperative is rooted in our Ethos — our defining moral character as a company and the standard to which we hold ourselves.

Ongoing engagement with stakeholders has been an integral part of building and evolving our sustainability program. We remain committed to reducing our global environmental impact, including our carbon footprint; protecting and promoting human rights; increasing the diversity and inclusiveness of our workforce; supporting the health, welfare and safety of our employees; and being transparent on these issues. As with all aspects of our business, we strive for constant improvement. Our sustainability initiatives are no exception.

Oversight of Sustainability

As with everything we do, our oversight of ESG topics starts with our Board of Directors. The Board continually focuses on material risks and opportunities, including those related to sustainability and ESG matters, as it discharges its duties. This year the Board established a fully-independent, standing Sustainability Committee to increase our focus on these important topics. The Sustainability Committee assists the Board in overseeing corporate practices relating to sustainability, including environmental, health and safety, human rights, and social matters. The Sustainability Committee is chaired by Robert K. Steel, who has unique experience and brings key insights into sustainability issues.

Oversight of material risks is among the most critical functions of our Board. The Board has long-established governance structures designed to assure that potentially material risks, including those attendant to sustainability issues, are adequately identified and escalated. Pursuant to these structures, senior management, as part of its day-to-day management of the business, identifies and evaluates the materiality of ESG issues and, where appropriate, escalates these issues within our governance structure. In addition, applicable policies are subject to our rigorous internal audit program, which reports directly to the Board’s Audit Committee. 

OVERSIGHT OF SUSTAINABILITY RISK

We understand the value of engaging stakeholders and providing robust disclosures on how General Dynamics’ Board and management identify and address ESG risks. In March, we published an updated and expanded Corporate Sustainability Report for 2021, which follows Sustainability Accounting Standards Board (SASB) disclosure standards. Also in 2021, we redesigned and made more information available on our website located at www.gd.com/responsibility. Furthermore, we have increased our discussion of sustainability and its attendant risks and opportunities in our engagement with shareholders and other stakeholders. We view engagement and disclosure as areas of continuous improvement and will seek new ways to enhance these efforts.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 11

Overarching Principles

Our approach to sustainability matters is guided by strong corporate governance processes and characterized by a culture of transparency.

GOVERNANCE Our Board, as a whole and through its Sustainability Committee, maintains oversight over our sustainability practices and is committed to continuous improvement. TRANSPARENCY We publish key ESG information, including our comprehensive Corporate Sustainability Report that follows the SASB framework, our EEO-1 workforce diversity data and our CDP disclosure of climate-related data. This information is available on our website.

Key Focus Areas

Our governance processes described above ensure that our business decisions recognize the economic, environmental and social considerations in our operational strategy. Some of the sustainability areas on which the Board and management focus considerable attention are the environmental impacts of our operations; human capital management, including diversity and inclusion; and human rights and the end-use of our products.

	ENVIRONMENT As a company with multiple business lines that include heavy manufacturing, we recognize that our actions have an impact on our planet. In keeping with our commitment to environmental stewardship, we adopted a company-wide target to reduce our GHG emissions by 40% by 2034 compared to our 2019 emissions.		HUMAN CAPITAL MANAGEMENT People are the heart of our company. We are committed to the safety, health and well-being of our employees, including fair compensation for the work they perform, so that they can remain focused on their mission.
	HUMAN RIGHTS We recognize the fundamental human dignity of all people. As a company with operations and suppliers around the world, we appreciate the importance of ensuring that we respect basic human rights in our business activities.		DIVERSITY AND INCLUSION We believe that a diverse workplace yields better ideas and outcomes. We are committed to promoting a workforce that reflects a rich tapestry of different backgrounds, experiences and perspectives, where all are welcomed.

Our Foundation

Our approach to sustainability is grounded in our corporate Ethos, which compels responsible business practices, transparency of our actions and accountability to our commitments. Our Ethos ensures that we behave according to our shared values and use those values to guide our every endeavor. This moral character not only unifies our standards and commitment, but also compels us to make General Dynamics sustainable for our shareholders, customers, employees and communities, both local and global.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 12

Highlight on Environmental Responsibility

Like many of our investors, employees and community members, we are committed to minimizing the impact our business has on the environment. This is a priority across all levels of our company. We are actively instituting initiatives across the company to improve our environmental performance and reduce our global carbon footprint. We are also committed to transparency in this area. In 2021, we received a CDP score of A-. Our CO₂ emissions from 2008 through 2020 declined 23%, even as our revenue increased 29%, resulting in a 40% decrease in our CO₂ emissions per dollar of revenue.

REVENUE VERSUS EMISSIONS

GHG Emissions Target. Continuing our efforts, we have adopted a science-based, company-wide target to reduce GHG emissions by 40% by 2034 compared to our 2019 emissions. This target is consistent with the international ambition to limit the global temperature increase to well below 2 degrees Celsius.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 13

ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY

PROPOSAL 1

Election of Directors

•

Accomplished slate of nominees, with diversity of thought, experience and skills beneficial to our company

•

All nominees are independent, except the chairman

•

Average director tenure of 7.5 years

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR ALL DIRECTOR NOMINEES.

Director Nominations

Directors are elected at each Annual Meeting of Shareholders and hold office for one-year terms or until successors are elected and qualified. The Nominating and Corporate Governance Committee leads consideration of director nominees from various sources and identifies nominees with the primary goal of ensuring the Board collectively serves the interests of shareholders.

NOMINEES ARE THOROUGHLY EVALUATED TO ENSURE A BALANCED AND EFFECTIVE BOARD

Ability to devote sufficient
time and attention to Board
responsibilities Absence of conflicts
of interest Background and
professional
experience Diversity of key skills
and expertise

Ethics
and integrity Gender and racial /
ethnic diversity For Incumbents: Performance,
participation and
contributions to the Board

DIRECTOR CANDIDATE EVALUATION

Potential Board candidates are evaluated in the context of the current Board composition to ensure diversity of backgrounds, talent, skills and expertise. This ensures that our directors bring a broad perspective to the company on a range of important issues.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 14

Director Skills 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 committee regularly assesses and communicates with the Board about the current and 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.

DIRECTOR NOMINEES SKILLS, KNOWLEDGE AND EXPERIENCE MATRIX

Importance to General Dynamics

Aerospace and Defense Industry

Supports oversight of the company’s business performance and strategic developments in our industry

Corporate Governance and Public Company Board

Provides the background and knowledge necessary to provide 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

Global Business and Strategy

Important for oversight of a complex organization with operations worldwide

Operations and Manufacturing

Necessary in overseeing a sustainable, complex, global manufacturing company

Sustainability

Supports oversight of environmental, human capital, human rights and social matters

Technology and Cybersecurity

Supports our businesses in navigating the rapidly changing landscape for technology and cybersecurity

GENERAL DYNAMICS / 2022 PROXY STATEMENT 15

Board Diversity

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. At the heart of our company are diverse executives, managers and employees worldwide who rely on their intimate knowledge of customer requirements and a unique blend of skills and innovation to develop and deliver the best possible products and services.

Highlights of the composition of the Board of Directors, as nominated, include:

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.

Director Retirement Policy

Directors typically may not stand for election after reaching the age of 72. 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 72. Our Bylaws prohibit directors from standing for election after reaching the age of 75.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 16

2022 Director Nominees

The following 12 nominees are standing for election to the Board of Directors 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 of the Board of Directors.

Age: 68 Director since: May 1987 INDEPENDENT Committees:	JAMES S. CROWN — Lead Director
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Lead Director since May 2010 • Chairman and Chief Executive Officer of Henry Crown and Company since 2018; President of Henry Crown and Company, 2002 to 2018; Vice President of Henry Crown and Company, 1985 to 2002 • Mr. Crown currently serves as a director of J.P. Morgan Chase & Co.	As the longest-serving member of our Board and a significant shareholder, Mr. Crown has an abundance of knowledge regarding General Dynamics and our history. As chairman and chief executive officer of Henry Crown and Company, a private investment firm with diversified interests, Mr. Crown has broad experience in business management and capital deployment strategies. His many years of service as a director of our company and other large public companies provide him with a deep understanding of the roles and responsibilities of a board of a public company.
• Audit • Compensation • Nominating and Corporate Governance (Chair) • Sustainability

Age: 69 Director since: September 2014 INDEPENDENT Committees:	RUDY F. DELEON
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Senior Fellow with the Center for American Progress since 2007 • Senior Vice President of The Boeing Company, 2001 to 2006 • 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 experience as the second-highest ranking civilian official in the U.S. Department of Defense and as a foreign policy and military advisor gives him a keen understanding of the complexities of the U.S. military and the defense industry. His experience in government, combined with his leadership at The Boeing Company as a senior vice president leading all U.S. federal, state and local government liaison operations, provides him with a deep understanding of the aerospace and defense industry, enabling him to serve General Dynamics with valuable perspectives on the business.
• Compensation • Finance and Benefit Plans (Chair) • Sustainability

GENERAL DYNAMICS / 2022 PROXY STATEMENT 17

Age: 66 Director since: March 2019 INDEPENDENT Committees:	CECIL D. HANEY
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Retired Admiral, U.S. Navy; Commander, U.S. Strategic Command, 2013 to 2016; Commander, U.S. Pacific Fleet, 2012 to 2013 • Mr. Haney currently serves as a director of Tenet Healthcare Corporation.	Prior to retiring from the U.S. Navy at the rank of Admiral, Mr. Haney served as Commander of the U.S. Strategic Command and Commander of the U.S. Pacific Fleet. His leadership positions, particularly with U.S. Strategic Command, required extensive knowledge about the role of advanced technologies and cybersecurity in the national security of the United States. During his service, Mr. Haney also gained broad global experience in managing complex operational and budgetary issues. His nearly four-decade career with the U.S. Navy gives him valuable insight into key aspects of the defense industry and national security priorities. Mr. Haney’s engineering and national security educational backgrounds, together with his extensive experience with advanced technologies and cyber matters, position him as a valuable advisor to our businesses.
• Audit • Nominating and Corporate Governance

Age: 68 Director since: August 2015 INDEPENDENT Committees:	MARK M. MALCOLM
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• President and Chief Executive Officer of Tower International, Inc., 2007 to 2016 • Senior Advisor, Cerberus Capital Management, 2006 to 2007 • Executive Vice President and Controller of Ford Motor Credit, 2004 to 2005; Director of Finance and Strategy, Global Purchasing, of Ford Motor Company, 2002 to 2004 • Mr. Malcolm served as a director of Tower International, Inc., then a public company, within the past five years.	Mr. Malcolm’s senior executive positions at Tower International and Ford provide him with critical knowledge of the management, financial and operational requirements of a large company. In these positions, Mr. Malcolm gained extensive experience in dealing with accounting principles and financial reporting, evaluating financial results and the financial reporting process of a public company. Mr. Malcolm brings to the Board a broad knowledge of the complex business issues facing a public company in areas such as risk management, global supply chain management and corporate governance. Based on his experience, the Board has determined that Mr. Malcolm is an Audit Committee Financial Expert.
• Audit (Chair) • Finance and Benefit Plans

GENERAL DYNAMICS / 2022 PROXY STATEMENT 18

Age: 71 Director since: August 2019 INDEPENDENT Committees:	JAMES N. MATTIS
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Senior Counselor, The Cohen Group since 2019 • United States Secretary of Defense, 2017 to 2019 • Retired General, U.S. Marine Corps; Commander, United States 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 the company from August 2013 to January 2017.	Mr. Mattis served as the United States Secretary of Defense, after having had a distinguished career in the U.S. Marine Corps. He served as Commander, U.S. Central Command and Commander, U.S. Joint Forces as well as NATO Supreme Allied Commander Transformation. Mr. Mattis’ unique perspective and experiences with U.S. and foreign military strategy and operations, including NATO operations, provide him with valuable insight into international and government affairs and the global defense industry. Mr. Mattis’ leadership positions also required extensive understanding of advanced technologies and cybersecurity. His demonstrated leadership and strategic skills make him well-equipped to advise on strategic opportunities and risks associated with our aerospace and defense businesses.
• Audit • Nominating and Corporate Governance

Age: 64 Director since: May 2012 Committees:	PHEBE N. NOVAKOVIC
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Chairman and Chief Executive Officer of General Dynamics since January 2013; President and Chief Operating Officer, May 2012 to December 2012; Executive Vice President, Marine Systems, May 2010 to May 2012; Senior Vice President, Planning and Development, July 2005 to May 2010; Vice President, Strategic Planning, October 2002 to July 2005 • Ms. Novakovic currently serves as a director of J.P. Morgan Chase & Co. She served as a director of Abbott Laboratories within the past five years.	Ms. Novakovic’s service as a senior officer of General Dynamics since 2002 makes her a valuable and trusted leader. Through her roles as chairman and chief executive officer, president and chief operating officer, and executive vice president, Marine Systems, she has developed a deep understanding of the company’s business operations, growth opportunities, risks and challenges. As senior vice president, planning and development, she gained a strong understanding of our core customers and the global marketplace in which we operate. Ms. Novakovic’s current service as a public company director provides her with a valuable perspective on corporate governance matters and the roles and responsibilities of a public company board.
• None

GENERAL DYNAMICS / 2022 PROXY STATEMENT 19

Age: 59 Director since: May 2018 INDEPENDENT Committees:	C. HOWARD NYE
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Chairman of Martin Marietta Materials, Inc. since 2014 and President and CEO since 2010; President and Chief Operating Officer, 2006 to 2009 • Executive Vice President of Hanson PLC’s North American building materials business, 2003 to 2006 • Mr. Nye currently serves as Chairman of the Martin Marietta Materials, Inc. Board of Directors. He served as a director of Cree, Inc. within the past five years.	Mr. Nye’s roles with Martin Marietta Materials, a leading supplier of aggregates and heavy building materials, position him well to advise our businesses on a range of matters in the areas of engineering, manufacturing, supply chain, mergers and acquisitions, sustainability, regulation and governance matters. Mr. Nye also brings extensive risk management experience, particularly in the area of employee health and safety. His strong business and legal background, together with service on public company boards provide him with a deep understanding of the challenges and risks facing large public companies and their boards. 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.
• Audit • Compensation

Age: 64 Director since: May 2017 INDEPENDENT Committees:	CATHERINE B. REYNOLDS
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Chairman and Chief Executive Officer of EduCap, Inc. since 1989 • Co-founder of VitaKey Inc.; Chief Executive Officer since 2021 • Chairman and Chief Executive Officer of The Catherine B. Reynolds Foundation since 2000 • Founder and Chairman of Servus Financial Corporation, 1993 to 2000 • Ms. Reynolds currently serves as a director of Lindblad Expeditions Holdings, Inc.	Ms. Reynolds’ sound business experience and financial background, including her innovative development of the first asset-backed securitization structure for consumer education loans, enable her to provide valuable financial and business advice to the company. Ms. Reynolds is a certified public accountant and has served on the audit and compensation committees of a public company. Through her senior executive and board positions with EduCap and Servus Financial, she has developed critical knowledge of the financial and risk management challenges that companies face. Ms. Reynolds also has gained valuable insight into public company governance and operations through her prior and current service on public company boards. The Board has determined that Ms. Reynolds’ extensive financial and accounting background qualifies her as an Audit Committee Financial Expert.
• Audit • Finance and Benefit Plans • Sustainability

GENERAL DYNAMICS / 2022 PROXY STATEMENT 20

Age: 58 Director since: February 2014 INDEPENDENT Committees:	LAURA J. SCHUMACHER
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Vice Chairman, External Affairs and Chief Legal Officer of Abbvie Inc. since December 2018; Executive Vice President, External Affairs and General Counsel of Abbvie Inc., 2013 to December 2018 • Executive Vice President, General Counsel and Secretary of Abbott Laboratories, 2007 to 2012 • Ms. Schumacher currently serves as a director of CrowdStrike Holdings, Inc.	Ms. Schumacher’s positions as chief legal officer of two large public companies provide her with extensive experience with respect to risk management and a deep knowledge of the types of legal and regulatory 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. Additionally, through her key role in the strategic consideration and execution of the separation of Abbvie from Abbott Laboratories, Ms. Schumacher brings an important understanding of and insight into corporate governance matters and complex corporate transactions.
• Compensation (Chair) • Nominating and Corporate Governance

Age: 70 Director since: February 2021 INDEPENDENT Committees:	ROBERT K. STEEL
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Vice Chairman, Perella Weinberg Partners, since 2021; Chairman of Advisory, 2014 to 2021; Chief Executive Officer, 2014 to 2019; Partner since 2014 • Deputy Mayor for Economic Development, New York City, 2010 to 2013 • CEO and President of Wachovia Corporation, 2008 to 2009 • Under Secretary of Domestic Finance, United States Treasury, 2006 to 2008 • Vice Chairman of Goldman Sachs, 2002 to 2004; Co-head of Equities Division, 1996 to 2002 • Mr. Steel currently serves as a director of USHG Acquisition Corp. He served as a director of Cadence Bancorporation within the past five years.	Mr. Steel’s extensive experience with financial markets, gained through public service and private sector roles, positions him as a strong advisor to the company on financial matters. Mr. Steel gained firsthand experience with regulatory structures during his high-ranking government service both at the federal and local levels. Mr. Steel also serves as Co-Chair of the Board of Directors of the Value Reporting Foundation, which gives him unique insights into sustainability issues. Additionally, his service as the chief executive officer and president of a public company provided him with valuable insights into challenges facing public companies.
• Compensation • Finance and Benefit Plans • Nominating and Corporate Governance • Sustainability (Chair)

GENERAL DYNAMICS / 2022 PROXY STATEMENT 21

Age: 61 Director since: February 2020 INDEPENDENT Committees:	JOHN G. STRATTON
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Executive Chairman of Frontier Communications, Inc. since April 2021 • Executive Vice President and President of Global Operations, Verizon Communications, Inc., 2015 to 2018; Executive Vice President of Global Enterprise and Consumer Wireline, 2014 to 2015; Executive Vice President and President of Verizon Enterprise, 2012 to 2014; Executive Vice President and Chief Operating Officer of Verizon Wireless, 2010 to 2012 • Mr. Stratton currently serves as Executive Chairman of the Board of Frontier Communications and a director of Abbott Laboratories.	Through his leadership positions at Frontier Communications and, previously, at Verizon Communications, Mr. Stratton gained 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 him with an understanding of business operations in a highly regulated industry.
• Audit • Finance and Benefit Plans

Age: 66 Director since: August 2016 INDEPENDENT Committees:	PETER A. WALL
	BACKGROUND	KEY ATTRIBUTES/SKILLS/EXPERIENCE
	• Retired General, British Army, 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, Amicus (strategic leadership advisory firm) since 2014	Mr. Wall had a distinguished career in the British Army before retiring at the rank of General in 2014. He also served as Director of Operations for the United Kingdom 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 in the British Army give him an in-depth understanding and appreciation of the complexities of the U.K. military, its allies and the overall defense industry. Mr. Wall brings to the Board important insight into the operational requirements of our customers, the application of technology and a deep understanding of global security issues.
• Finance and Benefit Plans • Nominating and Corporate Governance • Sustainability

GENERAL DYNAMICS / 2022 PROXY STATEMENT 22

Director Independence

Independence Standards

Our Board of Directors 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 the rules of the New York Stock Exchange to assist in determining director independence. Our Board of Directors 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.

Independence Determinations

The Board has determined that each current non-management director — Ms. Reynolds, Ms. Schumacher and Messrs. Crown, deLeon, Haney, 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, the Board of Directors considers whether each director and nominee to the Board meets the definition of an “independent director” in accordance with the rules of the New York Stock Exchange 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 34 of this Proxy Statement and found them to be immaterial. For each of the relationships that the Board considered for 2019, 2020 and 2021, 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 2021 that were considered by the Board as part of their independence determinations.

•

Ms. Reynolds, Ms. Schumacher, and Messrs. Crown, deLeon, Nye and Steel serve as members of the boards of trustees or boards of directors of charitable and other non-profit organizations to which General Dynamics (i) has 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. The 2021 payments fell below the greater of $1 million or 2% of the consolidated gross revenue of the organizations.

•

Mr. Mattis’ brother is an employee (and not an executive officer) of a subsidiary of General Dynamics. The compensation paid to Mr. Mattis’ brother in 2021 did not exceed $120,000.

•

Messrs. Crown, Haney, Nye and Stratton serve as directors of companies, and Messrs. Crown, Mattis, Nye and Ms. Schumacher are employees or executive officers of companies to which General Dynamics has sold products and services, or from which General Dynamics has purchased products and services, in the ordinary course of business. None of the directors had any material interest in, or received any compensation in connection with, these ordinary-course business relationships. Each of the payments made or received by General Dynamics in 2021 fell below the greater of $1 million or 2% of the other company’s gross revenue.

Nominees to the Board Submitted 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, 11011 Sunset Hills Road, Reston, VA 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 our outstanding shares of capital stock continuously for 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.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 23

GOVERNANCE OF THE COMPANY

Our Commitment to Strong Corporate Governance

The General Dynamics Board of Directors believes that good corporate governance enhances shareholder value. To that end, General Dynamics is committed to employing strong corporate governance practices to promote a culture of ethics and integrity that defines how we do business. At the core, we are in business to earn a fair return for our shareholders.

On the recommendation of the Nominating and Corporate Governance Committee, the Board has adopted the General Dynamics Corporate Governance Guidelines to provide a framework for effective governance of the Board and the company. The guidelines establish policies and practices with respect to Board operations and responsibilities, including board structure and composition, director independence, executive and director compensation, succession planning, and the receipt of concerns and complaints by the Board. The Board regularly reviews these guidelines and updates them periodically in response to changing regulatory requirements, feedback from shareholders on governance matters and evolving best practices in corporate governance.

Our key corporate governance practices are summarized below. Our Corporate Governance Guidelines are available at www.gd.com/CorporateGovernance.

Our Ethos

As part of our commitment to strong corporate governance practices, we maintain an active and robust ethics program. Our ethics program is rooted in our Ethos — our distinguishing moral nature. Our Ethos is defined by four values: transparency, trust, alignment and honesty. 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.

•

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 in us by our shareholders, customers, employees, suppliers and communities.

We have a Standards of Business Ethics and Conduct Handbook that applies to all employees. This handbook, known as the Blue Book, has been updated and improved as we have grown and changed over the years. Our ethics program also includes periodic training on ethics and compliance topics for all employees and a 24-hour ethics helpline, which employees can access via telephone or online to communicate any business-related ethics concerns.

We also have adopted ethics codes specifically applicable to our Board of Directors and our financial professionals. The Code of Conduct for Members of the Board of Directors embodies our Board’s commitment to manage our business in accordance with the highest standards of ethical conduct. The Code of Ethics for Financial Professionals, which supplements the Blue Book, applies to our chief executive officer, chief financial officer, controller and individuals performing similar financial functions.

Any amendments to or waivers from the Standards of Business Ethics and Conduct, Code of Ethics for Financial Professionals or Code of Conduct for Members of the Board of Directors on behalf of any of our executive officers, financial professionals or directors will be disclosed on our website. The current Standards of Business Ethics and Conduct are available on our website at www.gd.com/Responsibility.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 24

Board Leadership Structure

Our Board comprises independent, accomplished and experienced directors who provide advice and oversight to further the interests of our company and our shareholders. The Board regularly evaluates its leadership structure, including whether to combine the positions of chairman and chief executive officer. Our Board currently believes that combining the chairman and chief executive roles while retaining a strong Lead Director provides a framework for independent leadership and engagement while ensuring appropriate insight into the company’s operations and strategic issues.

Chairman

Strong and Effective Leadership

Our Board elects a chairman annually from among the directors. The Board believes that Ms. Novakovic’s deep understanding of the company’s business, day-to-day operations, growth opportunities, challenges and risk management practices gained through several leadership positions, including nine years as chief executive officer, enable her to provide strong and effective leadership to the Board and to ensure the Board is informed of important issues facing the company. The Board also believes that having a combined role promotes a cohesive, strong and consistent vision and strategy for the company.

Independent Lead Director

Additional Independent Oversight

The Board has created the position of a Lead Director, elected annually by the Board from among the independent directors. Mr. Crown currently serves as Lead Director. The Board believes that Mr. Crown’s tenure and experience enable him to bring valuable and independent views to the boardroom, and his affiliation with our largest shareholder ensures that his interests are closely aligned with the interests of other shareholders. The Board believes the Lead Director position provides additional independent oversight of senior management and Board matters. The selection of a Lead Director facilitates communication among the directors or between any of them and the chairman. Directors frequently communicate among themselves and directly with the chairman. The Lead Director’s authority and responsibilities are as follows:

Lead Director Authority and Responsibilities

•

Acts as chair at Board meetings when the chairman is not present, including meetings of the non-management directors.

•

Works with the chairman to develop and agree to meeting schedules and agendas, and agree to the nature of the information that will be provided to directors in advance of meetings.

•

Has the authority to call meetings of the non-management directors.

•

Coordinates activities of the non-management directors and serves as a liaison between the chairman and the non-management directors.

•

Is available for consultation and communication with significant shareholders, when appropriate.

•

Performs such other duties as the Board may determine from time to time.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 25

Board Committees

The Board of Directors has established five standing committees to assist in executing its duties: Audit, Compensation, Finance and Benefit Plans, Nominating and Corporate Governance, and (new in 2021) Sustainability. The primary responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2021. Currently, all of our Board committees are composed entirely of independent, non-management directors. Charters for all five Board committees are available on our website at www.gd.com/CorporateGovernance.

Committee Members

Listed below are the members of each of the five standing committees as of March 9, 2022.

	Audit Committee	Compensation Committee	Finance and Benefit Plans Committee	Nominating and Corporate  Governance Committee	Sustainability Committee
JamesS.Crown
RudyF.deLeon
CecilD.Haney
MarkM.Malcolm
JamesN.Mattis
C.HowardNye
CatherineB.Reynolds
LauraJ.Schumacher
RobertK.Steel
JohnG.Stratton
PeterA.Wall

  Lead Director
  Audit Committee Financial Expert   Chair
  Member

GENERAL DYNAMICS / 2022 PROXY STATEMENT 26

Committee Responsibilities

Following are descriptions of the primary areas of responsibility for each of the five committees.

AUDITCOMMITTEE Members: Mark M. Malcolm (Chair) James S. Crown Cecil D. Haney James N. Mattis C. Howard Nye Catherine B. Reynolds John G. Stratton Meetingsin2021:8	RESPONSIBILITIES: • Provides oversight for accounting, financial reporting, internal control, auditing and regulatory compliance activities • Selects and oversees the independent auditor • Approves audit and non-audit services provided by the independent auditor, including a review of the scope of the audit • Reviews our consolidated financial statements with management and the independent auditor • Evaluates the performance, responsibilities, budget and staffing of internal audit • Evaluates the scope of the internal audit plan • Monitors management’s implementation of the policies, practices and programs of the company with respect to business ethics and conduct
COMPENSATIONCOMMITTEE Members: Laura J. Schumacher (Chair) James S. Crown Rudy F. deLeon C. Howard Nye Robert K. Steel Meetingsin2021:4	RESPONSIBILITIES: • Evaluates the performance of the chief executive officer and other officers and reviews and approves their compensation • Recommends to the Board the level and form of director compensation and benefits • Reviews and approves incentive compensation and equity-based compensation plans • Reviews and monitors succession plans for officers, including the chief executive officer • Has authority to retain and terminate external advisors in connection with the discharge of its duties • Has sole authority to approve compensation consultant fees (to be funded by the company) and the terms of the consultant’s retention
FINANCEANDBENEFITPLANS COMMITTEE Members: Rudy F. deLeon (Chair) Mark M. Malcolm Catherine B. Reynolds Robert K. Steel John G. Stratton Peter A. Wall Meetingsin2021:3	RESPONSIBILITIES: • Oversees the management of the company’s finance policies to ensure the policies are in keeping with the company’s overall business objectives • For employee benefit plans that name the company or one of its subsidiaries as the investment fiduciary (and for which the company or one of its subsidiaries has not appointed the management investment committee as investment fiduciary): - Provides strategic oversight of the management of the assets - Reviews and approves investment policy recommendations made by management - Reviews and approves the retention of third parties for administration and management services related to trust assets
NOMINATINGANDCORPORATE GOVERNANCECOMMITTEE Members: James S. Crown (Chair) Cecil D. Haney James N. Mattis Laura J. Schumacher Robert K. Steel Peter A. Wall Meetingsin2021:3	RESPONSIBILITIES: • Evaluates Board and management effectiveness • Advises the Board on the appropriate size, composition, structure and operations of the Board and its committees • Reviews and recommends to the Board committee assignments for directors • Advises the Board on corporate governance matters and monitors developments, trends and best practices in corporate governance • Recommends to the Board corporate governance guidelines that comply with legal and regulatory requirements • Identifies qualified individuals as director candidates
SUSTAINABILITYCOMMITTEE Members: Robert K. Steel (Chair) James S. Crown Rudy F. deLeon Catherine B. Reynolds Peter A. Wall Meetingsin2021:1	RESPONSIBILITIES: • Reviews and monitors corporate practices related to corporate sustainability matters • Monitors developments, trends and best practices in managing corporate sustainability • Has authority to obtain advice and assistance from internal and external advisors in connection with the discharge of its duties

GENERAL DYNAMICS / 2022 PROXY STATEMENT 27

Risk Oversight

Our comprehensive risk management program is conducted by senior management and overseen by the Board of Directors. In particular, the Board oversees how management identifies and prioritizes risks that are material to our business. We believe our risk management processes are well-supported by the current board leadership structure.

ROLES IN RISK MANAGEMENT

Board of Directors

•

The Board oversees risk management, focusing on the most significant risks facing the company, including strategic, operational, financial, legal, cybersecurity and reputational risks.

-

The Board assesses the company’s strategic and operational risks throughout the year, with particular focus on these risks at an annual multi-day Board meeting in early February.

-

Two Board meetings per year are devoted almost exclusively to risk management.

-

The Board receives briefings from senior management concerning a variety of topics and related risks as they arise.

•

The Board reviews, adjusts where appropriate, and approves the annual business unit and business segment goals presented by management and adopts our company operating plan for the year. These plans and related risks are monitored throughout the year as part of periodic financial and performance reports given to the Board by the chief financial officer and executive vice presidents of each business segment.

•

The Board considers senior management succession planning a core part of the company’s risk management program. At least annually, the Board reviews with the chief executive officer succession planning for senior leadership positions and the timing and development required to ensure continuity and diversity of leadership over the short and long term.

•

Risk topics discussed in 2021 included: defense budget and acquisition matters; the COVID-19 pandemic; cybersecurity; legal and regulatory matters; financial risks; human capital management, including succession planning and diversity and inclusion; environmental, health and safety matters; and specific customer and program developments.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 28

Audit Committee

•

Oversees the company’s policies and practices concerning overall risk assessment and risk management.

•

Reviews and takes appropriate action regarding the company’s annual and quarterly financial statements, the internal audit program, the ethics program and internal control over financial reporting.

•

Receives regular briefings from members of senior management on accounting matters; the internal audit plan; internal control over financial reporting matters; significant litigation and other legal matters; and ethics program matters.

•

Holds separate, regular executive sessions with internal audit and the partners of the KPMG LLP audit team.

Finance and Benefit Plans Committee

•

Oversees the management of the company’s finance policies and the assets of the company’s defined benefit plans for employees.

•

Oversees market risk exposure with respect to assets within the company’s defined benefit plans, and related to the capital structure of the company, including borrowing, liquidity, allocation of capital and funding of benefit plans.

•

To assess risks in its areas, receives regular briefings from our senior management or external advisors on finance policies, pension plan liabilities and funding and asset performance.

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 chief executive officer, human resources senior management and outside consultants and advisors on compensation matters.

Nominating and Corporate Governance Committee

•

Oversees risks related to the company’s governance structure and processes and risks arising from related person transactions.

•

Receives briefings from the senior vice president, general counsel and secretary.

Sustainability Committee

•

Oversees risks relating to the company’s practices related to corporate sustainability matters.

•

Monitors developments, trends and best practices in managing corporate sustainability matters.

•

Receives briefings from the senior vice president, general counsel and secretary; the senior vice president, human resources and administration; and the senior vice president for planning, communications and trade compliance.

Senior Management

•

Responsible for day-to-day risk management; conducts a thorough assessment of the company’s risk profile through internal management processes and controls.

•

The chief executive officer and senior management team provide to the Board a dedicated and comprehensive briefing of material risks at least twice per year, and the Board is briefed throughout the year as needed on specific risks facing the company.

•

At an annual multi-day Board meeting in early February, senior management reports on opportunities and risks in the markets in which the company conducts business. Additionally, each business unit president and each business segment executive vice president presents the unit’s and segment’s respective operating plan and strategic initiatives for the year, including notable business opportunities and risks.

•

The chief financial officer and executive vice presidents of each business segment give periodic financial and performance reports to the Board.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 29

External Advisers

•

Provide independent advice on specific risks, and review and comment on risk management processes and procedures as necessary.

•

Support the program by auditing our financial statements.

•

Review and suggest updates and improvements to our risk management processes and procedures.

•

Assist in the implementation of Board and senior management responsibilities regarding risk management.

•

Support and assist with public disclosure regarding risk management and company risks.

HIGHLIGHTONTECHNOLOGYANDCYBERSECURITY

Technology and cybersecurity pose a critical risk for nearly all companies. However, the defense industry faces heightened risks simply due to the nature of its work, and our company is no exception. Our company approaches its risk management in this area comprehensively, including:

•

Dedicated briefings to the Board on our company-wide cybersecurity risk program as part of its overall risk assessment reports, led by our chief information officer and other members of management;

•

In-depth Board discussions about the role of advanced technologies in our businesses, including cybersecurity capabilities and offerings of our businesses;

•

Calling upon the extensive experience of directors with unique perspectives obtained through their military, national security, and technology and cybersecurity business backgrounds; and

•

Establishment of a company-wide cyber council that includes experts from across our businesses, to collaborate on addressing cyber threats, best practices, processes and strategy.

Board Meetings, Attendance, Business Unit Visits and Executive Sessions

Engaged and Active Board of Directors

8	100%	100%	100%
Board of Directors meetings in 2021	Director attendance at 2021 Board and committee meetings	Director attendance at the 2021 Annual Meeting	Each 2021 Board meeting was followed by a non-management director executive session
2021 Board meetings included a multi-day meeting in February to review our 2021 operating plan, including the operating plans of each of our business segments.	Strong director participation, with all Board members attending 100% of their Board and committee meetings.	We encourage directors to attend each Annual Meeting of Shareholders.	Non-management directors may also meet without management present at other times as requested by any non-management director. The independent Lead Director chairs executive sessions.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 30

Shareholder Outreach and Engagement

Our Board is committed to robust shareholder engagement, and shareholder engagement has become an embedded part of our investor relations and governance programs. Conversations throughout the year led by our Investor Relations team are supplemented by an annual outreach dedicated to corporate governance, executive compensation and corporate responsibility topics. In each of the past several years, we have targeted shareholders representing approximately 65% of our outstanding shares to receive their feedback on these topics. Our core shareholder engagement team comprises senior members of our investor relations, corporate governance and human resources (including executive compensation) groups, supplemented by our Lead Director or Compensation Committee chair as appropriate. Additionally, an ad hoc group of directors, anchored by the chairman and the independent Lead Director, is available to liaise with significant shareholders. Our Board remains committed to soliciting and understanding shareholder views and responding as appropriate.

OURSHAREHOLDERENGAGEMENTPROGRAM

GENERAL DYNAMICS / 2022 PROXY STATEMENT 31

KEY ITEMS DISCUSSED WITH SHAREHOLDERS IN 2021

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	EXECUTIVE COMPENSATION	CORPORATE RESPONSIBILITY
• Board refreshment and succession planning • Director diversity • Board structure and independence • Shareholder rights	• Program structure, including role of equity compensation • Pay for performance alignment • Strong shareholder support in 2021 say-on-pay vote	• Board oversight, including Sustainability Committee • GHG emissions target and climate transition • Human capital management • Diversity and inclusion initiatives

Director Orientation and Continuing Education

Our comprehensive director orientation and continuing education initiatives help ensure that directors have a deep and up-to-date understanding of our business.

Orientation		Site Visits
• Each new director receives an orientation that consists of in-person briefings provided by corporate officers on our business operations; significant financial, accounting and risk-management matters; corporate governance; ethics; and key policies and practices. • Each new director receives briefings on the responsibilities, duties and activities of the committees on which the director will initially serve.		• New directors have the opportunity to visit business units within each of our segments and receive briefings from the respective executive vice president and members of business unit management teams. • All directors visit our business units periodically, allowing the directors to interact with the business unit management teams and employees, and to gain a firsthand view of our operations.
Management Briefings		Operating Plan Review
• The general counsel and chief financial officer periodically provide materials and briefing sessions on subjects that assist directors in fulfilling their duties.		• Annually, the Board holds a multi-day meeting with our senior management to conduct in-depth strategic and financial reviews and to approve the operating plans of each business unit, each business segment and the company as a whole.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 32

Board and Committee Performance Assessments

Our Board of Directors promotes continuous improvement throughout our company. In this spirit, the Board continually assesses itself for areas of potential improvement.

Communications with the Board

Any shareholder or other interested party who has a concern or question about the conduct of General Dynamics may communicate directly with our non-management directors, the chairman or the full Board. Communications may be confidential or anonymous. Communications should be submitted in writing to the chair of the Nominating and Corporate Governance Committee in care of the Corporate Secretary, General Dynamics Corporation, 11011 Sunset Hills Road, Reston, Virginia 20190. The Corporate Secretary will receive and process all written communications and will refer all substantive communications to the chair of the Nominating and Corporate Governance Committee in accordance with guidelines approved by the independent members of the Board. The chair of the Nominating and Corporate Governance Committee will review and, if necessary, investigate and address all such communications and will report the status of these communications to the non-management directors as a group or the full Board on a quarterly basis.

Our employees and other interested parties may also communicate concerns or complaints about our accounting, internal control over financial reporting or auditing matters directly to the Audit Committee. Communications may be confidential or anonymous and can be submitted in writing or reported by telephone. Written communications should be submitted to the chair of the Audit Committee in care of our ethics officer at the address in the preceding paragraph or at the address in the Blue Book that is provided to all employees. Our employees can call a toll-free helpline number or access the helpline online. The ethics officer will review, investigate and address any concerns or complaints unless the Audit Committee instructs otherwise. The ethics officer will report the status of all concerns and complaints to the Audit Committee. The Audit Committee may also direct that matters be presented to the full Board and may direct special treatment of any concern or complaint addressed to it, including the retention of outside advisors or counsel.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 33

Related Person Transactions Policy

Our Board of Directors has adopted a written policy on the review and approval of related person transactions. Related persons covered by the policy are:

(1)

executive officers, directors and director nominees;

(2)

any person who is known to be a beneficial owner of more than 5% of our voting securities;

(3)

any immediate family member of any of the foregoing persons; or

(4)

any entity in which any of the foregoing persons has or will have a direct or indirect material interest.

A related person transaction is defined by this policy as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which General Dynamics will be a participant, the amount involved exceeds $120,000, and any related person will have a direct or indirect material interest. The following interests and transactions are not subject to the policy:

(1)

director compensation that has been approved by the Board;

(2)

a transaction where the rates or charges are determined by competitive bid; or

(3)

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.

The Nominating and Corporate Governance Committee is responsible for reviewing, approving and, where applicable, ratifying related person transactions. If a member of the committee has an interest in a related person transaction, then he or she will not be part of the review process. In addition, the committee may refer a related person transaction to the disinterested members of the Board for review and consideration of approval in accordance with the policy.

In considering the appropriate action to be taken regarding a related person transaction, the committee or the Board will consider the best interests of General Dynamics and whether the transaction is fair to the company, is on terms that would be obtainable in an arm’s-length transaction or is pursuant to a company discount program for which the related person is eligible, serves a compelling business reason and any other factors it deems relevant. As a condition to approving or ratifying any related person transaction, the committee or the Board may impose whatever conditions and standards it deems appropriate, including periodic monitoring of ongoing transactions.

The following transactions with a related person were determined to pose no actual conflict of interest and were reviewed and approved by the Board pursuant to our related person transactions policy:

•

Henry Crown and Company made payments of approximately $4,200,000 to the company in 2021 for the purchase of business jet spare parts and aircraft maintenance and services from our subsidiary, Gulfstream Aerospace, and payments of approximately $125,000 for aircraft services from our subsidiary, Jet Aviation. The purchases from both Gulfstream Aerospace and Jet Aviation were in the ordinary course of business and on arm’s-length terms. Henry Crown and Company is an affiliated entity of Mr. Crown.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 34

Director Compensation

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

2021 Compensation

Non-management director compensation for 2021 was:

Compensation Element	Amount
Annual Retainer	$95,000
Lead Director Retainer	$25,000
Committee Chair Annual Retainer	$10,000
Attendance Fees	$3,000 for each meeting of the Board of Directors;
	$2,000 for each meeting of any committee; and
	$3,000 per day for attending strategic or financial planning meetings sponsored by General Dynamics
Annual Equity Award	Approximately $160,000 on the date of award
Per Diem Fee for Non-Employee Directors Performing Specific Projects for the Company	$10,000

As part of the Compensation Committee’s annual review in early 2021 and at its request, management engaged Aon plc (Aon) to conduct a director compensation survey. Aon provided director compensation data for the peer group that we used to benchmark executive compensation. This information showed that the company’s director compensation was below the peer median. The committee recommended no changes to director compensation.

Each non-management director has the option of receiving all or part of the annual retainer in the form of Common Stock. The annual retainer, additional committee chair retainer (if any), attendance fees and per diem fees paid to each director during 2021 are reflected in the Fees Earned or Paid in Cash column of the Director Compensation for Fiscal Year 2021 table, without regard to whether a director took the annual retainer in shares of Common Stock. The annual equity award consists of restricted stock and stock options granted pursuant to our shareholder-approved equity compensation plan and on the same terms, limits and schedule as awards to other plan participants.

In light of the travel required by service on the Board, we also provide each director with accidental death and dismemberment insurance coverage. Payments by General Dynamics for director accidental death and dismemberment insurance premiums are reflected in the All Other Compensation column of the Director Compensation for Fiscal Year 2021 table.

2022 Compensation

For 2022, 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. This information showed that the directors’ pay program was below the median of the peer group and had certain structural differences. Based on this review, in early 2022 the committee recommended and the Board approved changes to the directors’ compensation program to better align the level and structure of the program with our peer group. The changes included increasing annual retainers, discontinuing meeting attendance fees, and introducing committee member annual retainers.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 35

Director Compensation Table

The table below provides total compensation for 2021 for each non-management director serving during the year.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

Name	Fees Earned or Paid in Cash ($)	(a)	Stock Awards ($)	(b)	Option Awards ($)	(c)	All Other Compensation ($)	(d)	Total ($)
JamesS.Crown	198,000		80,066		79,721		542		358,329
RudyF.deLeon	169,000		80,066		79,721		542		329,329
CecilD.Haney	153,000		80,066		79,721		542		313,329
MarkM.Malcolm	163,000		80,066		79,721		542		323,329
JamesN.Mattis	153,000		80,066		79,721		542		313,329
C.HowardNye	155,000		80,066		79,721		542		315,329
WilliamA.Osborn(e)	65,658		80,066		79,721		226		225,671
CatherineB.Reynolds	154,000		80,066		79,721		542		314,329
LauraJ.Schumacher	152,000		80,066		79,721		542		312,329
RobertK.Steel(f)	137,682		80,066		79,721		316		297,785
JohnG.Stratton	145,000		80,066		79,721		542		305,329
PeterA.Wall	265,000		80,066		79,721		542		425,329
(a) Messrs. Malcolm, Nye, Steel 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; and Messrs. Haney and Wall elected to receive 20% of their 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 — 245 shares ($47,021); Mr. Haney — 98 shares ($18,808); Mr. Malcolm — 493 shares ($94,614); Mr. Nye — 493 shares ($94,614); Ms. Reynolds — 493 shares ($94,614); Ms. Schumacher — 493 shares ($94,614); Mr. Steel — 416 shares ($81,102); Mr. Stratton — 493 shares ($94,614); and Mr. Wall — 67 shares ($12,867). (b) The amounts reported in the Stock Awards column reflect the aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation — Stock Compensation. Assumptions used in the calculation of these amounts are included in Note R to our audited financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the SEC on February 9, 2022. Restricted stock awards outstanding as of December 31, 2021, for each director were as follows: 1,405 for Messrs. Crown, deLeon, Haney, Malcolm, Nye, Wall and Ms. Reynolds and Ms. Schumacher; 445 for Mr. Osborn; 1,125 for Mr. Mattis; 475 for Mr. Steel; and 960 for Mr. Stratton. (c) The amounts reported in the Option Awards column reflect the aggregate grant date fair value computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note R to our audited financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the SEC on February 9, 2022. Option awards outstanding as of December 31, 2021, for each director were as follows: 18,620 for Messrs. Crown and deLeon and Ms. Schumacher; 8,570 for Mr. Haney; 17,260 for Mr. Malcolm; 6,960 for Mr. Mattis; 10,020 for Mr. Nye; 7,548 for Mr. Osborn; 12,030 for Ms. Reynolds; 2,770 for Mr. Steel; 5,980 for Mr. Stratton; and 14,150 for Mr. Wall. (d) Amounts reflect payments for accidental death and dismemberment (AD&D) insurance. (e) Mr. Osborn retired from the Board in May 2021. (f) Mr. Steel joined the Board in February 2021.

Director Stock Ownership Guidelines

The Board of Directors believes that each director should develop a meaningful ownership position in General Dynamics. Pursuant to our stock ownership guidelines for non-management directors, each non-management director is expected to own shares of our Common Stock having a value equal to at least eight times their annual retainer. Non-management directors are subject to the same holding requirements as our officers and are expected to retain shares received upon the vesting of restricted stock or exercise of options until the ownership guidelines are met. Management directors are subject to the ownership requirements discussed under Compensation Discussion and Analysis — Other Considerations — Stock Ownership Guidelines and Holding Requirements.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 36

ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS

PROPOSAL 2

Advisory Vote on the Selection of Independent Auditors

The Audit Committee of the Board of Directors has the sole authority to retain the company’s independent auditors and is responsible for the compensation and oversight of the work of the independent auditors for the purpose of preparing or issuing an audit report or related work. The Audit Committee has selected KPMG LLP (KPMG), an independent registered public accounting firm, as our independent auditors for 2022. KPMG has been retained as the company’s independent auditors since 2002. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent audit firm. The members of the Audit Committee believe that the continued retention of KPMG to serve as the company’s independent auditors is in the best interests of the company and its shareholders.

Your Board of Directors is submitting this selection of KPMG as the independent auditors for 2022 to an advisory vote of the shareholders. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of the audit work of the independent auditors. Nevertheless, as a good corporate governance practice, your Board has determined to solicit the vote of the shareholders on an advisory basis in making this appointment.

If the shareholders do not vote on an advisory basis in favor of the selection of KPMG as our independent auditors, the Audit Committee will reconsider whether to engage KPMG and may ultimately determine to engage that firm or another audit firm without resubmitting the matter to shareholders. Even if the shareholders vote in favor of the selection of KPMG, the Audit Committee may in its sole discretion terminate the engagement of KPMG and direct the appointment of another independent audit firm at any time during the year.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

Audit and Non-Audit Fees

The following table shows aggregate fees for professional services rendered by KPMG for the audit of our annual consolidated financial statements for the years 2021 and 2020, and fees billed for other services rendered by KPMG during those years.

	2020 ($)	2021 ($)
Audit Fees(a)	23,570,000	23,231,000
Audit-related Fees(b)	1,911,000	1,897,000
Tax Fees(c)	1,024,000	743,000
All Other Fees(d)	140,000	130,000
Total Fees	26,645,000	26,001,000
(a) Audit fees are fees for professional services performed by KPMG for the audit of our consolidated annual financial statements (including the audit of internal control over financial reporting) and review of our consolidated quarterly financial statements. These fees also include fees for services that are normally provided in connection with statutory and regulatory filings. (b) Audit-related fees are fees for assurance and related services performed by KPMG that are reasonably related to the performance of the audit or review of our consolidated financial statements. These fees consist primarily of fees for professional services for benefit plan audits and evaluation of new accounting standards. (c) Tax fees are fees for professional services performed by KPMG for tax compliance, tax advice and tax planning. These fees consist primarily of fees for tax return preparation and review, tax compliance services for expatriates and advice regarding tax implications of certain transactions. (d) All other fees are primarily related to professional services performed by KPMG for information technology contract compliance, assessment and advisory services.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 37

Auditor Independence

The Audit Committee has considered whether the services rendered by KPMG are compatible with maintaining KPMG’s independence. Representatives of KPMG are expected to attend the Annual Meeting, may make a statement if they desire to do so and will be available to respond to questions.

Policy on Pre-Approval

The company and the Audit Committee are committed to ensuring the independence of the independent auditors, both in fact and in appearance. Therefore, in accordance with the applicable rules of the SEC, the Audit Committee has established policies and procedures for pre-approval of all audit and permitted non-audit services provided by the independent auditors. The Audit Committee determines annually whether to approve all audit and permitted non-audit services proposed to be performed by the independent auditors (including an estimate of fees). If other audit or permitted non-audit services not included in the pre-approved services are required during the year, such services must be approved in advance by the Audit Committee. The Audit Committee may delegate authority to grant pre-approvals to its chair or a subcommittee as it deems appropriate, subject to a reporting obligation to the Audit Committee. All audit and permitted non-audit services listed above were pre-approved.

Audit Committee Report

The following Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement or any portion hereof into any filing under the Securities Act of 1933, as amended (Securities Act) or the Securities Exchange Act of 1934, as amended (Exchange Act), and shall not otherwise be deemed filed under such acts.

The Audit Committee of the Board of Directors has furnished the following report.

The following seven directors serve on the Audit Committee: Mark M. Malcolm (Chair), James S. Crown, Cecil D. Haney, James N. Mattis, C. Howard Nye, Catherine B. Reynolds and John G. Stratton.

None of these directors is an officer or employee of General Dynamics. They all meet the independence requirements of the New York Stock Exchange and Rule 10A-3 of the Exchange Act. The Board has determined that Messrs. Malcolm and Nye and Ms. Reynolds each qualifies as an “audit committee financial expert” as defined by the SEC in Item 407(d) of Regulation S-K. The Audit Committee is governed by a written charter approved by the Board. In accordance with that charter, the committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of General Dynamics. The committee held eight meetings in 2021.

The Audit Committee has reviewed and discussed with management and the company’s independent auditors for 2021, KPMG LLP, an independent registered public accounting firm, the company’s audited consolidated financial statements as of December 31, 2021, and for the year ended on that date. Management is responsible for the company’s financial reporting process, including maintaining a system of internal controls, and for preparing the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). KPMG is responsible for auditing those consolidated financial statements and for expressing an opinion on the conformity of the consolidated financial statements with GAAP. In addition, in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Audit Committee reviewed and discussed with management and KPMG management’s report on the operating effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and KPMG’s attestation report on the company’s internal control over financial reporting.

The Audit Committee has discussed with KPMG the matters required under applicable professional auditing standards and regulations adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee has received and reviewed the written disclosures and letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence, including the compatibility of non-audit services with maintaining KPMG’s independence. Based on the foregoing discussions and reviews, the Audit Committee has satisfied itself as to the independence of KPMG.

In reliance on the reviews and discussions described above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited consolidated financial statements in the company’s Annual Report on Form 10-K as of and for the year ended December 31, 2021, for filing with the Securities and Exchange Commission.

This report is submitted by the Audit Committee.

MarkM.Malcolm	JamesS.Crown	JamesN.Mattis	CatherineB.Reynolds
(Chair)	CecilD.Haney	C.HowardNye	JohnG.Stratton
February 3, 2022

GENERAL DYNAMICS / 2022 PROXY STATEMENT 38

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are seeking shareholder input on our executive compensation as disclosed in this Proxy Statement. The Board and the Compensation Committee actively monitor our executive compensation practices in light of the industry in which we operate and the marketplace for talent in which we compete. We remain focused on compensating our executive officers fairly and in a manner that emphasizes performance while providing the tools necessary to attract and retain the best talent.

As described in the Compensation Discussion and Analysis section, our executive compensation program is designed to create incentives both for strong operational performance in the current year and for the long-term benefit of the company, thereby closely aligning the interests of management with the interests of our shareholders.

For these reasons, the Board recommends shareholders vote in favor of the following resolution:

“Resolved, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The vote is advisory and is not binding on the Board. However, the Compensation Committee of the Board expects to take into account the outcome of the vote as it continues to consider the company’s executive compensation program.

The Board has resolved to hold annual advisory votes to approve the compensation of our named executive officers. Accordingly, the next advisory vote to approve our executive compensation program will occur at the 2023 Annual Meeting, unless the Board modifies its policy on the frequency of holding such advisory votes.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 39

COMPENSATION DISCUSSION & ANALYSIS

Table of Contents

EXECUTIVE SUMMARY 41

Business Overview 41

2021 Performance Highlights 42

2021 Key Compensation Decisions 43

Executive Compensation Philosophy 44

Our Executive Compensation Governance Practices 46

THE COMPENSATION PROCESS 47

2021 Compensation Process Timeline 47

Peer Group and Benchmarking to the Market 48

Shareholder Engagement 49

COMPONENTS OF EXECUTIVE COMPENSATION AND ALIGNMENT WITH
COMPANY PERFORMANCE 50

Annual Base Salary 51

Annual Incentive Compensation 51

Long-Term Incentive Compensation 61

Benefits and Perquisites 66

Other Considerations 67

GENERAL DYNAMICS / 2022 PROXY STATEMENT 40

Executive Summary

This Compensation Discussion and Analysis (CD&A) describes the 2021 compensation of our Named Executive Officers (NEOs) who are identified below:

Name	Title	Tenure in Role
Phebe N. Novakovic	Chairman and Chief Executive Officer	9 years
Jason W. Aiken	Senior Vice President and Chief Financial Officer	8 years
Mark L. Burns	Vice President of the Company and President, Gulfstream Aerospace	6 years
Robert E. Smith	Executive Vice President, Marine Systems	3 years
Mark C. Roualet	Executive Vice President, Combat Systems	9 years

Business Overview

General Dynamics 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, weapons systems and munitions; and technology products and services. Our leadership positions in attractive business aviation and defense markets enable us to deliver superior and enduring shareholder returns.

Our company consists of 10 business units, which are organized into four operating segments: Aerospace, Marine Systems, Combat Systems and Technologies. We refer to the latter three collectively as our defense segments. 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.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 41

2021 Performance Highlights

DEMONSTRATED COMMITMENT TO DELIVERING STRONG FINANCIAL PERFORMANCE
$38.5billion	$4.3billion	$3.1billion	$87.6billion
REVENUE	CASH FROM OPERATING ACTIVITIES	CASH RETURNED TO SHAREHOLDERS	BACKLOG
	Record High	Including an 8% dividend increase
$11.55	104%	$1.3billion	43.7%
DILUTED EARNINGS PER SHARE (EPS)	CASH CONVERSION RATE(1)	CASH INVESTED IN THE BUSINESS	TOTAL SHAREHOLDER RETURN (TSR)

Business Performance

OVERALL — STRONG FINANCIAL AND OPERATIONAL PERFORMANCE

•

Our businesses performed well in 2021, overcoming the challenges that COVID continued to present. The company operated without ceasing despite COVID and, more recently, managed labor shortages, part shortages, supply chain disruptions and increasing commodity prices. Management worked aggressively to mitigate disruptions with a principal focus on keeping our employees healthy while remaining open and operating in our capacity as a critical infrastructure business. During 2021, we focused on meeting customer commitments and fully conducting operations in an efficient and safe manner while maintaining a high level of profitability.

•

When considering the overall impact that the continuing COVID-19 pandemic and other economic factors had on the business, including reduced aircraft production at Gulfstream, award delays/protests and supply chain issues constraining revenue at several defense units, the company demonstrated strong financial and operational performance.

-

The defense segments performed well and demonstrated growth in 2021 collectively delivering record-high revenue and operating earnings.

-

Demand for Gulfstream’s products was robust, and we captured significant orders across all product lines. For example, Gulfstream had its best orders quarter in the fourth quarter of 2021, since the introduction of the G650 in 2008.

-

The cash flow for the year was very strong led by the powerful order performance of Gulfstream, yielding a cash conversion rate of 104% of net earnings. GDIT’s cash performance was once again excellent, well in excess of 100% of its imputed net income.

-

The strong cash performance helped to facilitate the return of over $3 billion to shareholders. The company increased its dividend 8%, the 24th annual increase, and repurchased 10.3 million shares at an average price of $178.67 per share.

-

Performance continued to improve throughout the year with sequential increases in the company’s three key financial metrics — EPS, free cash flow (FCF)⁽¹⁾ and operating margin.

•

Our backlog was strengthened by the extraordinary order activity at Gulfstream during the year. The overall book-to-bill ratio (orders divided by revenue) for the company in 2021 was 1 to 1, driven by the Aerospace (1.6 to 1) and Technologies (1 to 1) segments. The year included several large awards, specifically $3.7 billion from the U.S. Navy for work on the Columbia-class and Virginia-class submarine programs, $845 million from the U.S. Army for Stryker vehicle upgrades and services, a $12.6 billion maximum potential value (to all awardees) contract to support the Defense Intelligence Agency (DIA) and the National Geospatial-Intelligence Agency (NGA) under the Solutions for the Information Technology Enterprise (SITE) III program and $2.5 billion for several key contracts for classified customers and additional indefinite delivery, indefinite quantity (IDIQ) awards with a maximum potential value of $4.2 billion among multiple awardees. GDIT’s backlog at the end of 2021 was up 4% to $8.7 billion with a book-to-bill of 1.1 to 1 on sales growth of 2.2%.

•

Prudent investment in our businesses continued in 2021 with the successful introduction of two new products at Gulfstream (G800 and G400) and facilitization at Electric Boat to accommodate the construction of the Columbia-class and Block V of the Virginia-class submarine programs.

•

Our commitment to sustainability was evidenced by a much improved CDP score in 2021 of A-, reflecting the company’s focused attention and coordinated action on climate issues, including the establishment of a science-based, company-wide goal of reducing greenhouse gas (GHG) emissions by 40% by 2034. We published our comprehensive Corporate Sustainability Report and made available our CDP disclosure of climate-related data. We are committed to driving our human capital efforts promoting diversity and inclusion. We strive to offer transparency about our workforce and in 2021 published our EEO-1 report.

(1)

See Appendix A for a discussion of free cash flow (FCF), which is a non-GAAP measure. Cash conversion rate is FCF as a percentage of net earnings.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 42

2021 Key Compensation Decisions

General Dynamics is committed to a pay-for-performance philosophy for our executives and the 2021 compensation decisions reflect that philosophy. The company excelled in 2021, as demonstrated by our superior operating results, including our strong EPS (5% improvement over 2020 results) and record-high cash from operating activities. In addition, our performance was recognized by the stock market — our one-year TSR of 43.7% significantly outperformed both the S&P 500 and our aerospace and defense industry peers.

The Compensation Committee’s key decisions for 2021 pertaining to the NEOs were as follows:

2021 Base Salaries

The base salaries of Ms. Novakovic and Mr. Burns were increased in recognition of their experience and sustained performance. Ms. Novakovic, who in 2021 completed her ninth year as chairman and chief executive officer, had not received a base salary increase since 2015 and since taking the role has realized only a 1.4 percent increase in annualized base salary. The base salaries of the other NEOs were not adjusted for 2021.

Performance Metrics

The performance metrics in our annual incentive (EPS, FCF and Operating Margin) and long-term incentive (return on invested capital (ROIC)⁽¹⁾ and relative TSR (rTSR)) 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 96.5% support on our say-on-pay vote in 2021. For purposes of determining 2021 NEO compensation, we made no changes to the metrics utilized or the weightings assigned to the metrics.

2021 Annual Incentive

Incentive Payout Targets (percentage of salary) — Effective for 2021, NEO annual incentive payout targets were set to reflect a balance of factors, including: the market data for these positions at peer companies, accountability for results, criticality of the role, and experience, performance, and potential of the incumbent. The annual incentive targets were increased as follows: Ms. Novakovic from 170 to 180 percent of salary, Mr. Aiken from 100 to 115 percent of salary, and Messrs. Burns, Smith and Roualet from 100 to 110 percent of salary. Prior to this change for 2021, NEO annual incentive payout targets had not been adjusted since they were established in 2017.

Background on establishing the 2021 financial goals — COVID-related disruptions to the global economy impacting our businesses were significant during 2020 and early 2021 when we were developing and finalizing business plans and related incentive goals for 2021. While COVID-related issues impacted all of our operating segments to varying degrees, the impact was most pronounced in two of our segments.

•

The impact on our Aerospace segment was significant given the worldwide collapse of the commercial aviation market. As an example, business aviation flight hours (an indication of market activity) decreased approximately 75% year-over-year in the months following the onset of the pandemic. In response, in April 2020, management reduced the aircraft production rate at Gulfstream to better align production with demand and mitigate our supply chain risk. In particular, the Aerospace segment faced substantial challenges in maintaining its profitability, while simultaneously limiting the working capital build-up on the balance sheet. Given these conditions and uncertainty in the timing and magnitude of any recovery, we anticipated that aerospace order behavior in 2021 would improve from order behavior in the period following the onset of the pandemic from April through December 2020. However, our plans assumed that our reduced manufacturing rate would continue into 2021, resulting in fewer planned aircraft deliveries in 2021 than in 2020.

•

In our Technologies segment, we similarly anticipated a COVID impact on our customers to negatively impact our revenue and earnings to a certain extent in 2021.

Overall, management established business plans and the Board approved financial goals designed to be challenging, while recognizing the uncertainty and potential volatility of our financial performance resulting from the effects of the unprecedented conditions created by the COVID-19 pandemic on our customers. This translated into:

•

2021 annual incentive target design change: to reduce leverage and ensure a balanced performance-payout relationship in the face of potentially volatile results, target ranges were established for our financial performance metrics in lieu of specific target levels. The effect of using these ranges is that performance within the target ranges — regardless of whether the company achieved results at the higher end or the lower end of the ranges — would result in a payout at the target level, while

(1)

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

GENERAL DYNAMICS / 2022 PROXY STATEMENT 43

performance above or below the ranges would continue to result in payouts above or below target, consistent with our pay-for-performance approach to compensation.

•

2021 NEO financial target levels: were set consistent with our business plan and shareholder communications. Relative to 2020 actual performance, the outcome of our business planning resulted in expectations on some measures that were anticipated to be modestly higher than in 2020, while others were projected to be flat to slightly lower.

-

EPS goal set flat vs. 2020 actual — The company expected fewer aircraft deliveries in 2021 stemming from the reduction in the manufacturing rate, coupled with constrained revenue in the Technologies segment resulting from the continued inability to access some customer sites due to COVID restrictions.

-

FCF goal set 7% higher than 2020 actual — The company anticipated improved cash generation in 2021, driven by increased orders at Gulfstream, working capital reductions and an improved cash conversion rate.

-

Operating Margin goal set lower than 2020 actual — The company expected lower margin in 2021 because 2020 included one quarter that was not impacted by COVID and because of an altered production mix at Gulfstream resulting from the reduction in manufacturing rate.

In considering the appropriateness of the 2021 goals relative to 2020 targets, the Committee noted that the 2020 goals were established pre-pandemic and ultimately were deemed to be largely unachievable. Given these circumstances, the Committee viewed the comparison of 2021 goals to 2020 goals as somewhat less valuable as a reference and, therefore, determined to use 2020’s actual results as the rigorous benchmark from which to challenge the management team for 2021.

Annual Incentive Payouts for 2021 Performance — The company’s exceptional financial performance in 2021 resulted in near maximum annual incentive payouts for the NEOs. The NEOs achieved an average score of 194.9% of target based on the strong performance of the company against the three financial metrics (EPS, FCF and operating margin) and the NEOs’ performance against their respective strategic and operational goals. Note that, despite continued headwinds from COVID, the Committee made no pandemic-related adjustments to established goals or actual results in determining final performance levels. Additionally, while not directly linked, our exceptional 2021 TSR suggests that our business plans and the results we achieved significantly benefited our investors.

•

Earnings per share — The company exceeded its EPS goal by 5%, with eight out of 10 business units exceeding their planned earnings despite COVID-related issues continuing to challenge the company.

•

Free cash flow — On the strength of Gulfstream’s rebounding order book, the company exceeded its FCF goal by 32%. While management’s plan contemplated that Gulfstream would experience a significant increase in orders for 2021, actual orders far exceeded expectations: the value of aircraft orders was approximately 65% higher than the average annual orders over the prior five years.

•

Operating Margin — The Aerospace and Technologies segments’ outstanding operating performance drove the above-target operating margin performance on approximately $700M less revenue than expected.

•

Strategic and Operational — All NEOs demonstrated superior or excellent performance in a challenging year, continuing to navigate COVID-related uncertainties while delivering outstanding financial results and making excellent progress on other important goals such as sustainability.

Long-term Incentives

2019 – 2021 PSU Payout — Despite our exceptional operating and share price performance during 2021, the results realized under the 2019 grant of Performance Stock Units (PSUs) for the 2019 – 2021 performance period resulted in a below-target aggregate payout at 54.3% of target. Our three-year ROIC and rTSR performance for the 2019 – 2021 period were substantially negatively impacted by COVID during the performance period when compared to expectations set in 2019, prior to the start of the pandemic. Consistent with our pay-for-performance philosophy and our focus on long-term performance, the 2019 – 2021 goals were not adjusted for the impact of the pandemic in any way.

2021 Long-Term Incentive (LTI) Grant — Consistent with the prior year, the 2021 long-term equity grants to NEOs were composed of 50% PSUs, 30% stock options and 20% restricted stock and the PSU earn out continues to be tied to 3-year ROIC and rTSR. On average, 2021 NEO LTI award values were 7.6% higher than in 2020, reflecting the NEOs proactive management and financial performance of the company during the height of the pandemic. This increase in value is consistent with the average increase provided to all LTI eligible employees and changes in market pay opportunity levels observed among our peers and the broader market.

Executive Compensation Philosophy

The goal of our executive compensation program is to closely link pay to the performance of our executives, the financial, strategic and operational results of our company and the experience of shareholders. To maximize results across all of General Dynamics, the Compensation Committee (Committee) governs and annually establishes our executive compensation program. The Committee uses this program to focus our management team on fundamental business priorities, including:

GENERAL DYNAMICS / 2022 PROXY STATEMENT 44

•

Delivering shareholder returns through disciplined execution on backlog, efficient cash flow conversion and prudent capital deployment;

•

Managing costs and investments, providing thoughtful environmental, social and governance (ESG) management, human capital management and overall leadership; and

•

Undertaking continuous improvement initiatives and collaboration across our businesses to achieve our goals.

The Board believes that successful execution in these areas directly translates to shareholder value creation. Consequently, our executive compensation program, and specifically our incentive plans, are designed to focus and reward our management team for achieving results against a set of performance metrics and goals that support these priorities — annually and longer-term.

Component	Purpose	Description
Annual Base Salary	Provides competitive, fixed-rate cash compensation	• Base Salary is targeted to be a market competitive rate and also reflects the experience, potential and performance track-record of executives.
Annual Incentive Compensation	Provides a cash incentive opportunity based on annual performance and aligned with our short-term financial, strategic and operational goals	• Targeted around the median of 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 and strategic and operational measures to align with annual key priorities. • The 2021 annual incentive was based on three financial metrics of EPS (25%), FCF (25%) and operating margin (20%), as well as strategic and operational goals (30%). • Strategic and operational performance measures include, but are not limited to: financial performance improvements, prudent allocation of capital, 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	Provides our NEOs with a significant personal stake in the long-term success of the company by tying earned amounts to our multi-year financial and TSR performance; aligns management’s interest with that of shareholders; and supports our human capital strategy	• 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 NEOs with the objectives of our company and shareholders. • The LTI program consists of three elements, including 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.

CEO — ACTUAL COMPENSATION	OTHER NEOS — AVERAGE ACTUAL COMPENSATION

GENERAL DYNAMICS / 2022 PROXY STATEMENT 45

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 (15x salary for the CEO and 8x to 10x salary for the other officers) ✔ Incentive compensation based on clear, measurable goals for key financial 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 firms as well as other large-cap companies 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 on change-in-control ✘ No excessive perquisites ✘ No excise tax gross ups ✘ No employment agreements with NEOs

GENERAL DYNAMICS / 2022 PROXY STATEMENT 46

The Compensation Process

The Committee approves, and is actively engaged in, the design and implementation of the executive compensation program, with support from its independent compensation consultant and company management. The program is structured to:

•

Provide market-competitive total compensation opportunities with actual pay that varies with annual and longer-term performance.

•

Compensate executives subject to clear and challenging performance metrics tied to our operating and strategic plans.

•

Hold executives accountable for their actions.

•

Align executive compensation with shareholder value creation.

•

Support our long-term business strategy.

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 impacting salary and 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, actual pay will fall below target when performance fails to meet expectations.

2021 Compensation Process Timeline

November 2020	January – February 2022
• Business unit presidents present operating goals and plans to the chairman and chief executive officer. • The chairman and chief executive officer, in consultation with chief financial officer and executive vice presidents, establishes company operating goals.	• Based on company and individual performance for the prior fiscal year, the chairman and chief executive officer calculates a score for each NEO (other than herself). • The Committee evaluates the chairman and chief executive officer’s performance, the CEO’s assessment of other NEO performance and reviews peer compensation data in preparation for considering base salary recommendations and determining an annual incentive payout for the NEOs. • The proposed annual incentive payouts for 2021 performance, together with proposed base salary and long-term incentive grant values for 2022, are presented to the Committee on a scorecard for each executive, along with commentary on financial performance accomplishments, strategic and operational performance and any other factors not contemplated at the start of the year.
February 2021
• Business unit presidents present business plans to the Board of Directors 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 2022
	• The Committee reviews the NEO scorecards with pay recommendations from management and approves compensation based on the clearly defined and disclosed performance metrics described 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 compensation for the chairman and chief executive officer. • The Committee certifies the results of the 3-year performance measures for PSUs. • The Committee reviews, refines and approves the performance metrics for the annual incentive for the next year and the next three-year performance period for the PSUs.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 47

Peer Group and Benchmarking to the Market

Each year the Committee, in consultation with management and 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 annually for reasonableness and alignment with the objectives listed below. It consists of companies that are:

•

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.

•

Included as peers of some of our peer companies or that include the company as a peer.

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

Peer Group Companies	Ticker Symbol	Revenue ($ in millions)	*	Market Capitalization ($ in millions)	**	Employee Population	Peer of Peers
3M Company	MMM	35,355		102,360		95,000	✔
Accenture plc†	ACN	50,533		261,996		624,000	✔
The Boeing Company†	BA	62,286		118,316		142,000	✔
Caterpillar Inc.	CAT	50,971		111,834		107,700	✔
Cisco Systems, Inc.	CSCO	49,818		267,270		79,500	✔
Deere & Company†	DE	44,024		105,407		75,550	✔
Eaton Corporation plc	ETN	19,628		68,886		86,000	✔
Emerson Electric Co.†	EMR	18,236		55,308		86,700	✔
Honeywell International Inc.†	HON	34,392		143,543		99,000	✔
Johnson Controls International plc†	JCI	23,668		57,269		101,000	✔
Lockheed Martin Corporation†	LMT	67,044		98,107		114,000	✔
Northrop Grumman Corporation†	NOC	35,667		61,365		88,000	✔
Raytheon Technologies Corporation†	RTX	64,388		129,019		174,000	✔
Textron Inc.†	TXT	12,382		17,017		33,000	✔
General Dynamics	GD	38,469		58,108		103,100	✔
General Dynamics (Percentile Rank)		49%		17%		64%
* As of the latest annual filing ** As of December 31, 2021 † Lists General Dynamics as a peer

GENERAL DYNAMICS / 2022 PROXY STATEMENT 48

Shareholder Engagement

2021 Say on Pay Vote

We received 96.5% approval for our advisory vote on executive compensation.

2021 SAY ON PAY APPROVAL

Shareholder Engagement Overview

We encourage, thoughtfully consider and incorporate shareholder feedback regarding our executive compensation program. The most recent enhancements to our executive compensation program were based on the feedback we received from shareholder meetings over the last several years. These improvements included:

•

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.

We believe that these enhancements highlight our pay-for-performance philosophy as well as better align our long-term compensation to the relative stock performance of the company, ensuring alignment with our shareholders.

2021 Shareholder Engagement Process and Outcome

As we have for the past several years, we conducted a robust shareholder outreach campaign during 2021 targeted at holders of approximately 65% of our Common Stock. Senior representatives of investor relations, corporate governance and human resources, supplemented by our Compensation Committee Chair as requested, met with shareholders and proxy advisors to gather feedback on our executive compensation program and discuss other topics such as our COVID response, sustainability efforts, operational performance, human capital management, governance and other business topics.

The feedback from the shareholder meetings was presented to, and discussed in detail with, the Compensation Committee. The Committee determined that, in balancing this input with the support we received in our 2021 advisory vote on executive compensation and the needs and priorities of all stakeholders, there continued to be strong support for our compensation philosophy and programs. As a result, the Committee made no structural changes to our compensation programs during 2021 but did acknowledge the continued need for enhanced disclosure, in particular delineating the rationale for more subjective compensation decisions.

KEY ITEMS DISCUSSED WITH SHAREHOLDERS IN 2021

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	EXECUTIVE COMPENSATION	CORPORATE RESPONSIBILITY
• Board refreshment and succession planning • Director diversity • Board structure and independence • Shareholder rights	• Program structure, including role of equity compensation • Pay for performance alignment • Strong shareholder support in 2021 say-on-pay vote	• Board oversight, including Sustainability Committee • GHG emissions target and climate transition • Human capital management • Diversity and inclusion initiatives

GENERAL DYNAMICS / 2022 PROXY STATEMENT 49

Components of Executive Compensation and Alignment with Company Performance

NEO compensation is reflective of the experience, potential and performance of each executive and is generally targeted to position the NEOs competitively in the market. To the extent actual compensation exceeds targeted levels, it is directly attributable to performance that leads to increased shareholder value and exceeds measurable, clearly defined performance goals. Conversely, actual compensation can be substantially less than targeted levels for performance that falls significantly short of pre-established goals.

Executive compensation is linked strongly to the financial and operational performance of the company. As such, we demonstrate our commitment to aligning compensation with company performance through the following key elements of the executive compensation program:

•

In 2021, 93% of the chairman and chief executive officer’s total compensation was linked to metrics assessing company or stock performance and therefore meaningfully at-risk, while 87% of the other NEOs’ compensation consisted of a similar profile.

•

Our annual incentive is based on a formulaic result driven by performance against key financial and strategic/operational metrics and reflects our pay-for-performance philosophy.

•

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.

To emphasize a culture of ownership and strengthen management’s alignment with long-term shareholder interests, the Committee requires one of the strictest sets of stock ownership guidelines across the Fortune 100 for the NEOs. Our chairman and chief executive officer is required to hold General Dynamics stock with a value at least equal to 15 times base salary. The other NEOs are required to hold General Dynamics stock with a value at least eight to 10 times base salary.

Each NEO’s compensation consists of a mix of fixed and variable components. The following charts summarize the various forms of compensation.

Components of Compensation		Description
Annual Base Salary (Cash)		• Base Salary is targeted to be a market competitive wage and reflects the experience, potential and performance of each executive. It represents a fixed level of compensation commensurate with the responsibilities of the role.
Annual Incentive Compensation (Cash)		• The annual incentive program for 2021 was based on company performance for three financial metrics — 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, debt management, segment performance, cost reductions, sustainability efforts, leadership, and other factors not contemplated at the start of the year.
Long-Term Incentive Compensation (Equity)
Performance Stock Units: 50%		• PSUs closely connect NEOs to the company’s sustained financial performance through three-year average ROIC and rTSR metrics, and act as a retention tool over a three-year period.
Stock Options: 30%		• Stock options link the NEOs to the company’s stock price performance and align our executive team with shareholders’ interests over the long term.
Restricted Stock: 20%		• 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 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.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 50

Annual Base Salary

Each NEO’s base salary is reflective of the market for similarly placed talent. It is based on the NEO’s experience and track-record of performance, and balances other considerations such as complexity of the role, length of service and future expected contributions to the company. Salaries are reviewed annually, and increases, when they occur, are driven primarily by changes in the market. The goal of our base salary is to provide a competitive, fixed level of cash compensation reflecting the underlying responsibilities of the role and experience level of our executives.

Name and Title	2020 Base Salary		2021 Base Salary
Ms.Novakovic Chairman and Chief Executive Officer	$	1,585,000	$	1,700,000
Mr.Aiken Senior Vice President and Chief Financial Officer	$	900,000	$	900,000
Mr.Burns Vice President and President, Gulfstream Aerospace	$	705,000	$	800,000
Mr.Smith Executive Vice President, Marine Systems	$	800,000	$	800,000
Mr.Roualet Executive Vice President, Combat Systems	$	835,000	$	835,000

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 challenging and clear 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 annual operating plan approved by the Board of Directors. The Committee believes the chosen metrics are critical indicators of the company’s overall performance and lead to value creation for our shareholders.

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 similar roles if performance goals are met. Consistent with peer and market practice, the maximum incentive that can be earned under this plan is two times the target amount. For performance that falls significantly short of the pre-established target, there may be no payout.

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 of achieving the goals in the scoring of the strategic and operational goals.

For 2021, 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. Earnings and cash generation are the primary financial metrics utilized to drive performance at the company’s 10 business units. Operating margin is included in the financial metrics to reflect the company’s continued strategic focus on driving the operating performance and profitability of its businesses.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 51

2021 Performance Targets

The Committee approved the targets for the annual incentive metrics during the first week of March 2021, in direct alignment with our annual operating plan and financial guidance, with the conviction that they were appropriately challenging and demonstrated significant rigor, considering our business outlook at the time. Specifically, management established and the Committee approved these targets without the knowledge of how the continuing COVID-19 pandemic would fully impact the business in 2021. In assessing 2021 performance and results under the annual incentive plan, it is important to note that despite the continued impact of the pandemic, the performance targets were not adjusted by the Committee.

•

Diluted Earnings per Share Goal: The 2021 EPS goal was purposely set flat to 2020 actual performance as production at Gulfstream was reduced in 2020 for 2021 in response to the pandemic. The reduction in production had a significant impact on 2021’s planned earnings as fewer aircraft deliveries were expected year over year. Earnings increases were planned for and included in the goal for the company’s defense businesses. Additionally, the tax rate was expected to increase considerably from 15.3% to 16%. Expectedly, the 2021 goal was also set lower than the 2020 goal that was established pre-COVID primarily due to the significant reduction in planned deliveries at Gulfstream.

•

Free Cash Flow Goal: The 2021 FCF goal was intentionally set higher than 2020 actual performance but about equal to the FCF target for 2020 primarily because of COVID’s ongoing impact on the business, especially within the Aerospace segment.

•

Operating Margin Goal: The 2021 operating margin goal was intentionally set lower than actual performance in 2020 and the 2020 goal primarily due to COVID’s substantial anticipated impact on the Aerospace segment, specifically stemming from the production reduction described above and aircraft mix at Gulfstream.

Annual Incentive Targets and Achievement — 2021

	Performance Metrics	Weighting	Threshold (50% Payout)	Target Range* (100% Payout)	Maximum (200% Payout)	2021 Result	Payout (% of Target)
	Diluted Earnings Per Share		$9.11	$10.72 — $11.00	$11.55	$11.55	200% of Target
	Free Cash Flow		$1,948M	$2,435M — $2,568M	$2,825M	$3,384M	200% of Target
	Operating Margin		9.5%	10.3% — 10.5%	10.7%	10.8%	200% of Target
Strategic and Operational			0%	100%	200%	See Discussion Below	See Individual Results

*

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

GENERAL DYNAMICS / 2022 PROXY STATEMENT 52

Overall Scoring Commentary

Notwithstanding the continued impact of COVID on the business in 2021, the company substantially outperformed its financial metrics in large part by demonstrating outstanding operating performance to overcome challenges, capitalizing on market and other opportunities, continuing its cost-reduction initiatives, and focusing on driving shareholder value. In some cases, the businesses did better than anticipated and in other cases, pandemic-related issues like supply chain challenges posed problems.

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 is 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 2021 in a period when the continued impacts of COVID were yet to be known, were robust; yet the company demonstrated strong operating performance against these goals across the board. Specifically, the Committee in reviewing the formulaic scoring of the financial metrics also noted the following:

DILUTEDEARNINGSPERSHARE

Despite the continued impacts of COVID on certain of its businesses, the company delivered stellar earnings performance and generated EPS of $11.55 for the year, with eight of 10 business units exceeding their planned earnings. This level of EPS performance represents a 5% improvement upon both the 2021 goal and the results the company generated in 2020. The outperformance when compared to the goal established for 2021 was achieved in the following manner:

•

The Aerospace segment delivered above-plan earnings performance as business aviation customers began a return to flying. In 2020, at the outset of the pandemic, management reduced the production at Gulfstream for 2021. Despite that reduction, Gulfstream delivered one more aircraft than planned, drove production efficiencies, and improved the profitability of its service business.

•

The defense segments experienced lower revenue than planned ($500M) largely attributable to the continued impact of the COVID-19 pandemic, principally at customer sites, yet operating earnings rose 3.5%, and exceeded the plan by $35M. This operating leverage resulted primarily from timely cost containment efforts in a period of declining revenue.

FREECASHFLOW

The company’s cash flow performance in 2021 was extremely strong considering it continued to face COVID and other programmatic obstacles. A cash conversion rate of 104% of net earnings was achieved, significantly exceeding the year’s planned cash conversion rate. Overall, the company’s ability to drive its cash performance was influenced heavily by the following:

•

Gulfstream experienced an exceptional level of orders, finishing the year with a book-to-bill ratio of 1.7 to 1. This level of orders was unexpected when the goals for the year were established, given the 2020 order activity and the continued uncertainty of the COVID environment. The cash associated with these orders was able to overcome other cash challenges experienced by the company, including increased working capital on an international contract within the Combat Systems segment. Importantly, GDIT also contributed significantly, generating cash well in excess of its imputed net income.

OPERATINGMARGIN

All the businesses worked to drive profitability in 2021 over that which had been planned. Operating margin performance improved 30 basis points when compared to plan at the defense segments on approximately $500 million less revenue, demonstrating strong operating leverage especially within the Technologies segment. In the Aerospace segment, operating margin improved by about 30 basis points from plan, based on the number and mix of aircraft deliveries, as well as improved service profitability.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 53

Strategic and Operational Performance (30% Weight) Commentary

At the beginning of 2021, without full knowledge of the continuing impact of the global pandemic on the business, the Committee approved the strategic and operational goals for each NEO. The goals were designed to reflect the significant individual performance expectations for each NEO, and fully contemplated that notable achievements beyond the approved goals could be recognized in the individual achievements for the year. Annually, each NEO is expected to contribute to the financial performance of the company beyond that specifically recognized in the financial performance metrics listed in the table above.

The 2021 NEO achievements highlighted below provide a basis for the evaluation of, and score assigned to, each of the NEOs for their individual performance and contribution to overall company results, and reflect the changing nature of the business priorities resulting from the COVID-19 pandemic and other business issues. The Committee’s evaluation and scoring of the strategic and operational goals for the NEOs include a combination of factors and consider various internal quantitative metrics that we do not disclose in detail herein due to competitive considerations.

To assist the Committee in properly evaluating each NEO’s performance, the following scoring framework was developed. The strategic and operational score was based on three factors: overall company performance, individual performance against specific business or functional goals, and leadership behaviors consistent with the company Ethos.

Strategic and Operational Goals Scoring Ranges:

175 – 200 Superior performance on all dimensions

150 – 175 Excellent performance (exceeded expectations on certain dimensions)

100 – 150 Adequate performance (met expectations)

    0 – 100 Inadequate performance in some or all dimensions

GENERAL DYNAMICS / 2022 PROXY STATEMENT 54

2021 NEO Achievements — Strategic and Operational

PHEBE N. NOVAKOVIC

The Committee’s Assessment of CEO Performance for 2021.

The Committee acknowledged the effective management and critical contributions by Ms. Novakovic as highlighted in her many noteworthy strategic and operational accomplishments listed below. The Committee recognized Ms. Novakovic’s exemplary leadership of the company as it continued to traverse issues brought upon the business by the COVID-19 pandemic, yet delivered strong financial performance across a number of metrics. Ms. Novakovic’s disciplined management methods and unity of purpose continued to focus the management team on maintaining a high level of profitability and driving cash conversion coupled with a rigorous approach to maintaining COVID-safe environments for employees. Her superior performance in strategic and operational areas earned a score of 195% from the Committee for her outstanding 2021 performance.

Financial Performance.

Drive the financial performance of the company while prudently allocating capital.

•

Drove strong overall operating performance across the businesses despite COVID’s continued impact on parts of the business. In the second year of the pandemic, the company demonstrated resiliency, agility and flexibility in business operations and delivered compelling financial results.

-

The defense businesses, collectively, performed well and demonstrated growth in 2021 with record-high revenue and operating earnings.

-

Demand for Gulfstream’s products was very high and significant levels of orders were captured across the product line; fourth quarter was the highest order quarter since the introduction of the G650 in 2008.

-

Cash flow for the year was very strong led by the powerful order performance of Gulfstream, yielding a cash conversion rate of 104% of net earnings and robust cash generation at GDIT, well in excess of 100% of its imputed net income.

-

Performance continued to improve throughout the year with sequential, quarter-over-quarter increases in the company’s three key financial metrics: EPS, FCF and operating margin.

-

TSR for 2021 was 44% on the strength of the company’s performance.

•

Backlog was strengthened by extraordinary order activity at Gulfstream during the year. The overall book-to-bill ratio for the company in 2021 was 1 to 1 driven by the Aerospace (1.6 to 1) and Technologies (1 to 1) segments. GDIT’s backlog at the end of 2021 was up 4% to $8.7 billion, with a book-to-bill of 1.1 to 1 on sales growth of 2.2%.

•

Made prudent investments in our businesses in 2021 with the successful introduction of two new products at Gulfstream (G800 and G400) and the continued facilitization at Electric Boat to accommodate the construction of the Columbia-class submarine program.

•

Returned over $3 billion to shareholders. The company increased its dividend 8%, the 24^th annual increase, and repurchased 10.3 million shares at an average price of $178.67 per share.

Cost Containment and Reduction.

Provide strong oversight of cost containment and reduction initiatives throughout the company.

•

Directed necessary and significant cost-cutting and cost-containment across the company to focus efforts on maintaining profitability and driving cash generation during a year of continued uncertainty and occasional disruption driven by the continuation of the pandemic.

•

As a result of deliberate actions to contain costs, the company’s operating margin exceeded the planned margin, on lower sales than projected, due to the continued impacts of the COVID-19 pandemic.

Human Capital and Sustainability.

Effectively manage key human capital and sustainability efforts with a focus on diversity and inclusion.

•

Committed to furthering diversity and inclusion efforts across the company and demonstrating improved results. Facilitated the transparency of reporting by disclosing the company’s EEO-1 report for the first time in 2021.

•

Managed succession planning through thoughtful leadership transitions, and provided key guidance and oversight to new leaders including reinvigoration of the company’s excellence councils (manufacturing, technology, contracts, supply chain) and the creation of a cyber council.

•

Supported sustainability efforts across the company, including driving a company culture rooted in the company’s Ethos of transparency, trust, alignment and honesty; a robust safety mindset; and a reduction of GHG emissions at the company’s facilities.

•

Directed a company-wide effort to address its overall environmental impact. As a result, improved the company’s CDP scoring over its 2020 results, achieving an A-. Established environmental goals across the businesses to reduce GHG emissions by 40% by 2034.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 55

Manage Segment Enterprise Challenges.

Aerospace — Manage successfully through new model transitions to drive long-term growth while focusing on improving profitability to achieve market-leading returns.

•

Provided constant oversight and guidance to the strategic efforts at Gulfstream to manage through new model transitions.

•

Retained market-leading profitability despite a necessary adjustment in 2021’s production schedules due to COVID’s impact in 2020.

•

Oversaw efforts to increase the production rate in response to higher than anticipated orders as the business aviation market returned to flying.

Marine Systems — Drive accountability for performance improvements across the segment. Guide capital investment plan designed to support significant anticipated growth at Electric Boat.

•

Drove accountability for performance improvements on the programs within the segment through hands-on engagement with management teams to address issues and make adjustments frequently throughout the year.

•

Managed the continued investment in facilities at Electric Boat to support the construction of the Columbia-class submarine.

Combat Systems — Develop next-generation platforms and technologies to meet customers’ emerging requirements to enhance future growth opportunities.

•

Expanded our platform capabilities through continued investment in robotic and autonomous vehicle technologies as evidenced by our successful capture of the first autonomous robotic platform by the U.S. Army.

•

Led efforts in developing technologies that extend the range of our munitions along with future hypersonic capabilities.

•

Continued the development of next generation electronic architecture, manned and unmanned weapon stations, hybrid-electric drive technologies along with artificial intelligence (AI) systems capable of integrating autonomous aerial and ground systems.

Technologies — Drive earnings growth and margin improvement while working to expand market opportunities.

•

Achieved operating earnings and margin growth despite a 1.5% revenue decline due to COVID-related issues that included supply chain disruptions and award delays.

•

Solidified and extended leadership in cloud deployments, providing services under DISA’s Defense Enterprise Office Solutions (DEOS) program, as well as marking the successful completion of the first-ever Amazon Web Services (AWS) cloud migration for CMS Medicare Enrollment Payment Services.

•

Expanded presence in the unmanned surface and subsurface market with an award of the U.S. Navy’s Hammerhead program and the Overlord Unmanned Surface Vessel (OUSV) Combat System Ship Integration and Test Program.

•

Resolved a protracted contract negotiation with an international customer resulting from COVID-related travel restrictions that impacted our ability to properly execute an international IT program.

Overall.

Directed and provided exemplary leadership of the company and its efforts to drive profitability and cash, despite the continued challenges posed by COVID, delivering on commitments to customers and shareholders while employing various measures to maintain safe work environments for over 100,000 employees.

2021 Strategic and Operational Score for Ms. Novakovic: 195% of Target

GENERAL DYNAMICS / 2022 PROXY STATEMENT 56

JASON W. AIKEN

Provide financial thought leadership and agility to optimize company results in light of the ongoing and uncertain impact of the COVID-19 pandemic.

•

Provided ongoing guidance and leadership to company-wide efforts to grow earnings, margins and cash flows as the company continued to deal with the challenges from COVID on the business.

•

Coordinated company-wide effort to generate FCF in the range of 95-100% of net earnings despite ongoing challenges from the pandemic and an increasingly complex international contract dynamic. Outperformed expectations with full-year FCF of $3.38 billion, representing 104% of net earnings.

•

Generated the second-highest FCF in the company’s history despite the continued impacts of the pandemic.

•

Drove efforts across the businesses to increase operating earnings, operating margin, net earnings, return on sales and EPS — each increased sequentially in each quarter of 2021.

Successfully manage tax planning strategies to achieve tax rate in line with projections in the 16% range.

•

Achieved a full-year effective tax rate of 15.9% vs. operating plan target of 16% through the management of efficient tax planning strategies.

Provide leadership, succession planning and oversight of the finance departments across the company.

•

Actively managed the leadership development and succession planning of the finance function across the company with significant direction and influence to ensure that succession planning efforts were timely, appropriately considered diverse candidates, and were executed without management interruption.

Support the chairman and chief executive officer in the prudent deployment of capital to enhance shareholder value.

•

Provided leadership in the deployment of approximately $6 billion in capital over the course of the year, including:

-

Repaid $3 billion in maturing debt and issued another $1.5 billion to refinance maturing debt to enable a more balanced capital deployment strategy while ending the year with the company’s lowest debt balance since 2017, prior to the acquisition of CSRA.

-

Repurchased 10.3 million of the company’s outstanding shares for approximately $1.8 billion at an average price of $178.67 per share.

-

Paid over $1.3 billion in dividends, on an 8% increase in dividends per share over 2020.

-

Managed over $1.3 billion in internal investments in research and development and capital expenditures.

Overall.

•

Supported the chairman and chief executive officer on-site every day throughout the second year of the pandemic, providing leadership and guidance to the business units and directing corporate activities.

•

Coordinated efforts and provided timely financial leadership to drive operating performance improvements and achieve cost savings to offset the continued impacts of COVID on the business.

•

Drove an underrun in corporate office costs, holding costs flat to 2020 level, to offset the impacts of COVID on the business.

•

Expanded external-facing roles, including ongoing interaction with shareholders, securities analysts and potential investors to ensure clarity of strategy, messaging and expectations during the uncertainty caused by the pandemic; directed customer interface on international contract negotiations; engaged with legislative representatives on a variety of topics including tax policy matters; and participated in other developmental opportunities.

2021 Strategic and Operational Score for Mr. Aiken: 190% of Target

GENERAL DYNAMICS / 2022 PROXY STATEMENT 57

MARK L. BURNS

Meet or exceed Gulfstream financial goals.

•

Significantly exceeded the orders goal in dollars and units, capitalizing on the strength of the market and the robustness of the product offering, growing backlog significantly.

•

Exceeded orders goals in every quarter of 2021, and the revenue and operating earnings goals for the year.

•

Generated significant cash flow resulting from strong orders, appreciably exceeding the cash target.

•

Ensured that all aspects of the business continued to function efficiently at a lower production rate, including employing cost-control measures to maintain or improve productivity in all of Gulfstream’s lines of business.

Manage and thoroughly report business unit challenges and opportunities to the CEO.

•

Worked closely with the chairman and chief executive officer to manage business risks and opportunities to position Gulfstream for continued growth.

•

Raised COVID-related production challenges early to facilitate the design and execution of plans to resolve, to achieve growth and meet internal financial goals.

Meet major development project milestones.

•

Met critical product development milestones across the products under development. Remained on budget and on schedule with respect to Gulfstream’s development efforts.

•

Worked closely with critical suppliers to ensure that schedule is met and that deliverables meet or exceed the product specifications.

•

Remained on track with manufacturing plans and efforts related to new products.

Maintain customer support leadership vs. competition.

•

Maintained leadership in the customer support area, as evidenced by increases in the average customer survey scores in the 2021 AIN Survey for both large cabin and mid cabin aircraft, and by Gulfstream’s #1 brand rating in business aviation by independent industry survey by JETNET.

•

Expanded the customer support network with locations in Texas and Arizona and expanded international service business with the opening of the Gulfstream Farnborough Service Center in the United Kingdom.

Overall.

•

Exceeded the aircraft delivery plan despite reduced production in 2021 due to the COVID impact on 2020. Delivered 119 aircraft to customers, including exceeding the fourth quarter goal.

•

Achieved an all-time single quarter record level of orders in fourth quarter with 81 aircraft orders. Ended the year with zero pre-owned aircraft inventory.

•

Recognized for significant sustainability efforts to utilize and promote the use of sustainable aviation fuel (SAF) and develop more fuel efficient aircraft across the product line. Continued to utilize SAF in operations for company and test flights.

•

Provided significant direction and influence to ensure that succession planning efforts were timely, appropriately considered diverse candidates, and were executed without management interruption.

•

Continued focused human capital efforts in the area of diversity, equity and inclusion by creating employee resource groups and selecting the first female to lead Innovation, Engineering, and Test.

•

Successfully launched two new additions to the Gulfstream fleet, G800 and G400 on plan as scheduled in October.

•

Responded quickly and effectively to changing COVID-related disruptions and operational challenges throughout the year, including labor availability issues and supply chain concerns. Continued to provide safe workplace rules to keep the workforce healthy and productive.

2021 Strategic and Operational Score for Mr. Burns: 190% of Target

GENERAL DYNAMICS / 2022 PROXY STATEMENT 58

ROBERT E. SMITH

Meet or exceed Marine Systems segment goals.

•

Exceeded Marine Systems operating plan in a year with continued COVID-related challenges.

•

Exceeded planned orders by more than $1 billion, or 33%.

•

Exceeded revenue goal by 2%.

•

Exceeded operating earnings goal by 2%.

•

Met operating margin goal of 8.3% despite production challenges.

•

Exceeded cash flow goal by over $70 million.

•

Continued the four-year trend of highest-ever revenue and operating earnings for the segment.

Assist segment with driving program performance.

•

Monitored key segment programs along with business unit presidents and interfaced with senior Navy and Congressional leadership as required.

•

Columbia-class submarine: Achieved significant risk reduction during 2021, allowing the Navy’s top priority program to remain on track to deliver on time and within budget.

•

Virginia-class submarine: Completed assembly of first Virginia Payload Module tubes and returned two boats to the fleet following extended post-delivery maintenance periods.

•

DDG-51 destroyer: Delivered USS Daniel Inouye and continued to increase build-rate cadence.

•

DDG-1000 destroyer: Delivered third and final ship — USS Lyndon B. Johnson.

•

T-AO fleet replenishment oiler: Successfully launched the first and second ships of the class (future USNS John Lewis and USNS Harvey Milk, respectively).

•

Expeditionary Sea Base: Completed the erection of the future USS Dan C. Canley.

•

Repair and Modernization programs: Completed 15 major projects and exhibited superb repair program performance throughout the year. Completed upgrades to USS South Dakota, adding significant capabilities to the Virginia platform.

Manage and thoroughly/frequently report business unit challenges and opportunities to the CEO.

•

Worked in conjunction with the chairman and chief executive officer to manage business risks and opportunities to position the Marine Systems segment for continued growth.

•

Drove strategy and execution for the key teammate/subcontractor relationships for the submarine programs.

•

Provided experienced leadership and oversight of the Marine Systems segment, including advice and counsel to the business unit presidents on a variety of matters.

Overall.

•

Conducted frequent in-depth operational meetings across the segment to assess and manage manufacturing impact of the continued pandemic, including internal labor constraints and subcontractor issues, and ensured compliance with U.S. government regulations.

•

Provided significant direction and influence to ensure that succession planning efforts within the Marine Systems segment were timely, appropriately considered diverse candidates, and were executed without management interruption.

•

Supported the chairman and chief executive officer on-site every day throughout the second year of the pandemic, providing outstanding leadership and guidance to the Marine Systems business units.

2021 Strategic and Operational Score for Mr. Smith: 185% of Target

GENERAL DYNAMICS / 2022 PROXY STATEMENT 59

MARK C. ROUALET

Meet or exceed Combat Systems segment financial goals.

•

Combat Systems performance was strong in a year that continued to produce many COVID-related challenges.

•

Exceeded planned orders by $500 million: a total of $5.8 billion in orders were booked across the portfolio.

•

Achieved revenue of $7.35 billion, exceeding the established goal.

•

Achieved over $1 billion in operating earnings, above plan and prior year.

•

Met operating margin goal of 14.5%. The Combat Systems segment generated over $300 million in cost reductions, exceeding planned reductions.

•

Worked to drive cash despite headwinds from a build-up of working capital on a large, international program, but fell short of achieving the cash plan for the segment.

•

Improved year over year in sales, operating earnings and operating margin.

Manage and thoroughly report business unit challenges and opportunities to the CEO.

•

Worked closely with the chairman and chief executive officer to manage the business risks and opportunities within the Combat Systems segment.

•

Provided program execution indexes for schedule, cost, risk and opportunities for improvement across the portfolio of businesses.

Generate $235M in cost reductions across Combat.

•

Exceeded the goal by $89 million, helping to achieve operating margin of 14.5%.

Provide leadership and guidance to the business unit presidents.

•

Provided experienced leadership and oversight of the Combat Systems segment, including advice, planning and counsel to the business unit presidents on a variety of business and professional development matters.

•

Directed and influenced succession planning efforts within the Combat Systems segment to ensure that they were timely, appropriately considered diverse candidates, and were executed without management interruption.

Overall.

•

Continued to work to solve complex customer issues on a challenging international program that experienced a build-up in working capital during 2021.

•

Led company-wide effort to address its overall environmental impact. As a result, improved the company’s CDP scoring over its 2020 results to an A-. Specific areas where the company’s efforts excelled included: opportunity disclosure, governance, emissions reduction initiatives, business strategy and financial planning.

•

Worked to establish environmental goals across the businesses to reduce GHG emissions by 40% by 2034.

•

Assumed sponsorship of and invigorated the GD Manufacturing Council across all 10 business units.

•

Supported the chairman and chief executive officer on-site every day throughout the second year of the pandemic, providing leadership and guidance to the business units and directing certain corporate-wide activities.

2021 Strategic and Operational Score for Mr. Roualet: 155% of Target

GENERAL DYNAMICS / 2022 PROXY STATEMENT 60

Annual Incentive Payout (AIP)

The below table summarizes the NEOs’ targets and the Committee’s determination of their earned annual incentive based on the AIP formula discussed in detail above. The target incentive is a percent of base salary as shown below and the maximum incentive is 200% of target. The annual incentive payouts for 2021 reflected our pay-for-performance philosophy to reward the overall excellent performance of the company and the outstanding contributions of our executives to lead the company during 2021.

Name	2021 Base Salary ($)	Target Incentive (% of Base)	Target Incentive ($)	Overall Achievement (% of Target)	Annual Incentive Payout ($)
Ms. Novakovic	1,700,000	180	3,060,000	198.5	6,074,000
Mr. Aiken	900,000	115	1,035,000	197.0	2,039,000
Mr. Burns	800,000	110	880,000	197.0	1,734,000
Mr. Smith	800,000	110	880,000	195.5	1,720,000
Mr. Roualet	835,000	110	918,500	186.5	1,713,000

Long-Term Incentive Compensation

Long-term incentive 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 through various types of equity instruments, different elements of shareholder alignment are achieved. The following chart illustrates the allocation of LTI in our annual grants:

2021 LONG-TERM INCENTIVE ALLOCATION

GENERAL DYNAMICS / 2022 PROXY STATEMENT 61

Setting Long-Term Grant Amounts

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 during March 2021 for the individual performance of the NEOs were as follows:

Name	2021 LTI Grant* ($)
Ms. Novakovic	14,500,000
Mr. Aiken	4,300,000
Mr. Burns	3,500,000
Mr. Smith	3,300,000
Mr. Roualet	3,200,000
* 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 ASC Topic 718, Compensation — Stock Compensation.

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 on the date of grant.

Purpose	This element of executive compensation closely connects 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 if and 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.

GENERAL DYNAMICS / 2022 PROXY STATEMENT 62