Highlights of our governance practices include:

						suppliers.
	Guide the way we treat our workforce.
	Determine how we connect with our communities and impact our environment.

Adherence to our ethos ensures that we continue to be good stewards of the investments in us by our shareholders, customers, employees and communities.

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Proxy Summary

Corporate Governance Highlights

				For more Information
		Governance Practice		For more information
			•Market-leading stock ownership requirementsfor our executive officers require themto hold shares of our Common Stock worth eight to 15 times base salary. Director stockownership guidelines provide that our directors should hold shares of our Common Stockhaving a value of at least eight times the annual retainer.				P. 4069
			•Weprohibit hedgingand pledgingof our Common Stock by directors andexecutive officers.	P. 70
			Thoughtful Board refreshment, leading to average tenure of 6.5 years and supportingcontinued strong Board diversity.	P. 407
			•   Nine of our 10 director nominees areindependent.All of our standing Board committees are chaired by independent directors. Our Audit, Compensation and Nominating and Corporate Governance Committees are 100 percent independent.				P. 14
			•Anindependent Lead Directorwith a robust set of responsibilities is elected annuallyby the Board and provides additional independent oversight of senior management andboard matters.				P. 1324
				•Eleven of our 12 director nominees are independent. All of our Board committees are Ourchaired by independent directors and are elected annuallybased on amajority votingstandard for uncontested elections. We have aresignation policy if a director fails to receive a majority of votes cast.			100% independent.	P. 6022
				•Our directors attended on average more than 98 percent of board and committee meetingsin 2017with no director attending less than 85 percent.				P. 15
			•   Ournon-management directors meet inexecutive session,,without managementpresent,following each regularly scheduled meeting, presided by the Lead Director.				P. 1529
				•Our directors attended 100% of Board and committee meetings in 2020.	P. 29
				Diligent Board oversight of risk is a cornerstone of our risk management program.	P. 27
			Annual Board and committee self-assessments enable the Board to monitor the performance and effectiveness of the Board and its committees.	P. 32
		Our related person transactions policy ensures appropriate Board review of relatedperson transactions.	P. 33
		Our directors are elected annually based on a majority voting standard foruncontested elections. We have a resignation policy if a director fails to receive amajority of votes cast.	P. 91;Bylaws*
		Our directors are restricted in the number of other boards on which they may serve toprevent overboarding(directors may not serve on more than four other public companyboards and Audit Committee members may not serve on the audit committee of morethan two other public companies).				Corporate Governance Guidelines*CGG*
	•   Ourrelated person transactions policyensures appropriate Board review of related person transactions. •   AnnualBoard and committee self-assessmentsmonitor the performance and effectiveness of the Board and its committees. •   DiligentBoard oversight of riskis a cornerstone of the company’s risk management program.				P. 19 P. 18 P. 17
			Our Corporate Sustainability Report discusses our Ethos, our commitment to ourstakeholders and communities and our commitment to diversity and inclusion.	CSR**
			•Ourethics programincludes strong Codes of Ethics for all employees globally, withspecific codes for our directors and financial professionals.				Standards of Business Ethics and Conduct*GD Website** Codes of Ethics**
			•   We discussCorporate Responsibility on our website and in our Corporate Sustainability Report, includingour ethos, our commitment to our stakeholders and communities and our commitment to diversity and inclusion.				www.gd.com/Responsibility
			•Disclosure of ourcorporate political contributionsand ourtrade association duesdescribes the process and oversight we employ in each area.				www.gd.com/AdditionalDisclosure GD Website ***
			•We have a strong corporate commitment to respect the dignity,human rightsandautonomy of others.	CSR**
		Our Board and management team oversee our environmental sustainability initiativesand implementation.	CSR**
				Corporate Sustainability Report**
			•Our shareholders have the ability to nominate director candidates and have thosenominees included in our proxy statement, subject to meeting the requirements in ourBylaws, a shareholder right known asproxy accessaccess..				Bylaws*
			•Wedo not have a shareholder rights plan,, or poison pill. Any future rights plan mustbe submitted to shareholders.	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 aspecial meetingof shareholders.	Bylaws*
			Voting rights are proportional to economic interests. One share equals one vote.	Corporate Governance Guidelines* Certificate ofIncorporation*

Bylaws*

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Proxy Summary

Shareholder Engagement

	KEY ITEMS DISCUSSED WITH SHAREHOLDERS IN 2020
	Board ofDirectors andCorporateGovernance	Tenure and refreshment Director diversity Shareholder rights
	RiskManagementOversight	Supply chain management Human capital management
	ExecutiveCompensation	2020 Shareholder vote on executive compensation Program structure, including role of equity compensation Pay-for-performance alignment COVID-19 impacts on executive compensation program, particularly on annual incentive determinations
	CorporateResponsibility	COVID-19 response •Focus on employee health and safety •Supporting our communities Diversity and inclusion initiatives Workforce development Sustainability, including environmental initiatives

Executive Compensation Highlights

Components of 2020 Compensation Program

		Component
		CEO	Other NEOs	Description
		Annual Base Salary
				Base Salary is set near the median of our peers and also reflects the experience, potential and performance track-record of executives, to represent a fixed level of competitive compensation.
		Annual Incentive Compensation
				Targeted around the median of our peers, the cash incentive is designed to motivate and align management with annual business goals and varies based on achievements. Typically includes a balance of financial and strategic and operational measures to align with annual priorities. Incorporates financial metrics – diluted earnings per share from continuing operations (25%), free cash flow from operations (25%) and operating margin (20%) – along with strategic and operational performance (30%). Strategic and operational performance measures include but are not limited to: financial performance improvement, prudent allocation of capital, human capital management, debt management, segment performance, cost reductions, leadership and other significant factors not contemplated at the start of the year.
		Long-Term Incentive (LTI) Compensation
		50%  Performance Stock Units 30%  Stock Options 20%  Restricted Stock		LTI awards are based upon peer market data and balance other considerations such as company performance, complexity of the role, length of service, future expected contributions to the company and impact on dilution. LTI awards have multi-year performance metrics designed to align NEOs with the objectives of our company and shareholders. The LTI element of compensation is based on a pay-for-performance model and for retention. The 2020 annual grant was divided as follows: 50% performance stock units (with a three-year average performance period based on Return on Invested Capital (ROIC) and a modifier based on a relative Total Shareholder Return (rTSR)), 30% stock options and 20% restricted stock with a three-year cliff vest. A mix of elements serves to focus leaders on specific long-term performance results, 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.

General Dynamics 2018 Proxy Statement     3Table of Contents

Proxy SummaryOur Board and management take seriously our commitment to corporate responsibility, and we implement our sustainability 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.

SHAREHOLDER ENGAGEMENT

Our Board is Committed to Robust Shareholder Engagement.  Our shareholder engagement program allows us to discuss corporate governance, executive compensation and corporate responsibility mattersOngoing conversations with a significant number of shareholders, as well as other items of interest to our shareholders. Asstakeholders have been an integral part of building and evolving our ongoing program, in 2017 we reached outsustainability program. We remain committed to holders representing approximately 65 percentreducing our global environmental impact, including our carbon footprint; protecting and promoting human rights; increasing diversity and opportunity for our workforce; supporting the health, welfare and safety of our outstanding common stock. At the Board level, anad hoc groupemployees; and being transparent about our strengths and weaknesses on these issues. As with all aspects of directors, anchored by the chairman and the independent Lead Director, is in place to liaise with significant shareholders.our business, we strive for constant improvement. Our Board remains committed to soliciting and understanding shareholder views and responding as appropriate.

OUR SHAREHOLDER ENGAGEMENT PROGRAMsustainability initiatives are no exception.

Our Sustainability Pillars

In 2020, we published an updated Corporate Sustainability Report, available on our website at www.gd.com/ Responsibility. In this report, we highlight how our Ethos is reflected in our people and actions. Through our goals, policies and behavior, we seek to demonstrate our commitment to responsible investment and enduring value creation for all our stakeholders.

KEY THEMES DISCUSSEDWITH SHAREHOLDERSIN 2017  CORPORATE RESPONSIBILITY
Board Refreshment and Composition		Shareholders expressed support for recent additions	HUMAN CAPITAL MANAGEMENT
	Everything we do is rooted in trust. This demands the highest ethical standards, sound governance processes and a culture of accountability that reinforces the trust we have earned from our employees, customers, suppliers and investors.			People are the heart of our company. We are committed to the Board, as well assafety, health and well-being of our employees, including fair compensation for the experience and skill set of incumbent directors work they perform, so that they can remain focused on their mission.
Risk Management		Shareholders reinforced the importance of a strong and effective risk management program overseen by the Board, including risks associated with cyber security threats, human capital management and key programs
Executive Compensation		Shareholders expressed strong overall support for our executive compensation program and link between pay and performance
Corporate Responsibility	DIVERSITY AND INCLUSION			ENVIRONMENT
	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.			As a company with multiple business lines that include heavy manufacturing, we recognize that our actions have an impact on our planet. Reducing carbon emissions, solid waste and energy consumption are integral goals in our decision-making and our capital investments.
	COMMUNITIES
	Although we are a global company, we never lose sight of the communities where we live and work. Whether through philanthropy, volunteer service, educational partnerships or civic engagement, we seek to contribute to the betterment of our local communities.

Shareholders discussed their priorities in the evolving area of corporate responsibility, including consideration of climate change risks,

2021 Proxy Statement

11

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Corporate Responsibility and Sustainability

Response to COVID-19

Since the start of the pandemic, we have continued to serve our customers at the level that they have come to expect, while focusing on protecting our employees and doing our part as a corporate citizen. Our Board of Directors has provided strategic oversight of management’s detailed response to COVID-19. Below are examples of key actions we have taken:

	Implemented strict health and safety mattersmeasures including social distancing, temperature checks and mandatory mask policies as recommended by the Centers for Disease Control and Prevention and other relevant authorities to support safe working environments.
	Modified employee resourceswork locations and schedules where possible and permitted under our contracts.
	Coordinated closely with our suppliers and customers.
	Advanced cash payments to our suppliers to ensure they could meet their financial obligations, especially to their workers.
	Instituted various aspects of our business continuity programs including facilitating remote work.

	Worked directly with the federal government to rush stocks of personal protective equipment (PPE) to communities and first responders where the need was most critical.
	Helped with the production of medical supplies including face shields and packaging machines that doubled the production by one of the world’s principal providers of nasal swabs used for testing, and several components for COVID-19 diagnostics testing units.
	Increased donations to local hospitals to help with the costs of the pandemic.
	Participated in humanitarian efforts to provide support for urgent medical or supply missions.
	Provided financial support through donations to charities, food banks and other non-profit organizations.

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Election of the Board of Directors of the Company

	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 6.5 years

Your Board of Directors unanimously recommends a vote FOR all director nominees.

4     General Dynamics 2018 Proxy Statement

Proxy SummaryDirector Nominations

PERFORMANCEAND EXECUTIVE COMPENSATION HIGHLIGHTS

Delivering Long-Term Shareholder Value.  In 2017, each of our businesses contributed to strong operating performance through exceptional execution and a focus on delivering shareholder value. We deployed capital prudently through continued investment in the future growth areas of our company and the acquisition of several accretive businesses. We also used $2.9 billion of cash in 2017 for share repurchases and dividends. In addition to our strong operating performance, we added several significant contracts to backlog, resulting in a robust backlog that supports our long-term growth expectations.

A Consistent Focus on Aligning Compensation with Performance.  Our compensation philosophy at General Dynamics is to align executive compensation with company, business group and individual performance, and to provide the incentives necessary to attract, motivate and retain the executives that help drive the company’s success. We have received positive shareholder feedback about our executive compensation program, and received a greater than 96% vote in favor of our executive compensation program at last year’s annual meeting. Our program’spay-for-performance philosophy has generated strong results for the company.

General Dynamics 2018 Proxy Statement     5

ELECTIONOFTHE BOARDOF DIRECTORSOFTHE COMPANY

(PROPOSAL 1)

Director Nominations.  General Dynamics’ directorsDirectors are elected at each annual meetingAnnual Meeting of shareholdersShareholders and hold office forone-year terms or until successors are elected and qualified. The Nominating and Corporate Governance Committee considersleads consideration of director nominees from various sources and choosesidentifies 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

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Election of Directors

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

Why is this important for General Dynamics?

Aerospace andDefense Industry

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

Corporate Governance and Public CompanyBoard

Provides the background and knowledge necessary to provide effective oversight and governance

Finance orAccounting

Enables in-depth analysis of our financial statements and understanding of our capital structure, financial transactions and financial reporting processes

GovernmentRelations andRegulatory

Critical for an understanding of the complex regulatory and governmental environment involving our business

Global Businessand Strategy

Important for oversight of a complex organization with operations worldwide

Operations andManufacturing

Necessary in overseeing a sustainable, complex, global manufacturing company

Technology andCybersecurity

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

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Election of Directors

Board Diversity and Inclusion.Inclusion

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.

The nominees

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

Director Retirement Policy

Under the company’s Bylaws, no director shall stand for election tobeyond the Board come from a varietyage of backgrounds and bring a diverse set75. Additionally, the Bylaws provide that, under circumstances of skills and experiences to the boardroom. This ensures that our directors bring a broad perspectivesignificant benefit to the company, on a rangean individual over the age of important issues.

6     General Dynamics 2018 Proxy Statement

Election72 years may stand for election as director only with the approval of Directors

Director Skills and Experience.  In assessing director candidates, the Nominating and Corporate Governance Committee considers the background and professional experiencea two-thirds vote of the candidatesdirectors then in office.

Director Retirement. William A. Osborn, age 73, will not stand for re-election at the contextAnnual Meeting. General Dynamics and the Board appreciate his many years of dedicated service and valuable counsel as a member of the current Board composition to ensure a diverse range of backgrounds, talent, skill and expertise, including gender and racial diversity. Relevant criteria considered by the committee include: business and financial expertise, technical expertise and familiarity with issues affecting aerospace and defense businesses. The committee also carefully considers any potential conflicts of interest. All nominees must possess good judgment, an inquiring and independent mind, and a reputation for the highest personal and professional ethics, integrity and values. Nominees must be willing to devote sufficient time and effort to carrying out their duties and responsibilities through attendance and engagement with the company, as well as a commitment to serving on the Board for an extended period of time.

For the nomination of director candidates forre-election, the committee considers the factors described above and each director’s attendance record at, and participation in, Board and committee meetings and participation in, and contributions to, Board and committee activities.

In considering Board nominees, the Nominating and Corporate Governance Committee considers each individual’s background and personal and professional experiences in addition to the 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.Board.

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General Dynamics 2018 Proxy Statement     7

Election of Directors

20182021 Director Nominees.  Nominees

The following 1012 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.

		JAMES S. CROWNLead Director Independent Age: 67 Director Since: May 1987 Committees: Audit, Compensation, Nominating and Corporate Governance (Chair)
JAMES S. CROWNBACKGROUND				•Lead Director since May 2010    •Chairman and Chief Executive Officer of Henry Crown and Company since 2018; President of Henry Crown and Company, since 2002;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.   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE 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 presidentchairman 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 two other large public companies provide him with a deep understanding of the roles and responsibilities of a board of a public company.

		RUDY F. deLEON Independent   Age: 68 Director Since: September 2014 Committees: Compensation, Finance and Benefit Plans (Chair)   LEAD DIRECTOR COMMITTEES: Audit Compensation Nominating and Corporate Governance DIRECTORSINCEMAY1987 AGE:64
RUDY F.DELEONBACKGROUND		•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   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE 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 givegives 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, provideprovides him with a deep understanding of the aerospace and defense industry, enabling him to serve General Dynamics with valuable perspectives on the business.

COMMITTEES:

Compensation

Finance and Benefit Plans

DIRECTORSINCESEPTEMBER2014

AGE:65

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8     General Dynamics 2018 Proxy Statement

Election of Directors

CECIL D. HANEY Independent Age: 65 Director Since: March 2019 Committees: Audit, Nominating and Corporate Governance       BACKGROUND LESTER L. LYLES •   Retired General,Admiral, U.S. Air Force;Navy; Commander, Air Force MaterielU.S. Strategic Command, 20002013 to 2003; Vice Chief of Staff of the Air Force, 19992016; Commander, U.S. Pacific Fleet, 2012 to 20002013 •     Chairman of the Board of United States Automobile Association since November 2012 and Vice Chairman, 2008 to 2012 •   Mr. LylesHaney currently serves as a director of KBR, Inc. He served as a director of Precision Castparts Corp., a former public company, within the past five years.Tenet Healthcare Corporation.   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE Prior to retiring from the U.S. Air ForceNavy at the rank of General,Admiral, Mr. LylesHaney served as Commander of the Air Force MaterielU.S. Strategic Command and Vice Chief of StaffCommander of the U.S. Air Force. In thesePacific 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. Lyles managed significant operating budgets and addressedHaney also gained broad global experience in managing complex operational and budgetary issues. The broad knowledge ofHis nearly four-decade career with the U.S. military andNavy gives him valuable insight into key aspects of the defense industry he attained through these experiences, combinedand national security priorities. Mr. Haney’s engineering and national security educational backgrounds, together with his engineeringextensive experience with advanced technologies and aerospace educational background, enable Mr. Lyles to provide critical strategic and business advicecyber matters, position him as a valuable advisor to our aerospace and defense businesses. In addition, Mr. Lyles has gained a thorough understanding of challenges that face public companies through his service on public company boards. COMMITTEES: Audit Nominating and Corporate Governance DIRECTOR SINCEDECEMBER2003 AGE: 71       MARK M. MALCOLM   MARK M. MALCOLM Independent Age: 67 Director Since: August 2015 Committees: Audit (Chair), Finance and Benefit Plans BACKGROUND    • 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 currently servesserved as a director of Tower International, Inc., a former public company, within the past five years.   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE 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.   2021 Proxy Statement 17 Table of Contents Election of Directors   JAMES N. MATTIS Independent   Age: COMMITTEES:70 AuditDirector Since: August 2019 FinanceCommittees: Audit, Nominating and Benefit PlansCorporate Governance DIRECTOR SINCEAUGUST 2015 AGE:64       PHEBE N. NOVAKOVICBACKGROUND     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. KEY ATTRIBUTES/SKILLS/EXPERIENCE Mr. Mattis had a distinguished career in the U.S. Marine Corps before retiring in 2013. 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.   •PHEBE N. NOVAKOVIC Age: 63 Director Since: May 2012 Committees: None BACKGROUND     Chairman and Chief Executive Officer of General Dynamics since January 2013; President and Chief Operating Officer, May 2012 through 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 Abbott Laboratories.Laboratories and J.P. Morgan Chase & Co.; her term as a director of Abbott Laboratories will expire in April 2021, and she will not stand for reelection.   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE Ms. Novakovic’s service as a senior officer of General Dynamics since 2002 makes her a valuable and trusted advisor.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. COMMITTEES: None DIRECTORSINCEMAY2012 AGE: 60   18 General Dynamics General Dynamics 2018 Proxy Statement     9Table of Contents Election of Directors   C. HOWARD NYE Independent Age: 58 Director Since: May 2018 Committees: Audit, Compensation       C. HOWARD NYE •BACKGROUND    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 AggregatesPLC’s North America, a producer of aggregates for the construction industry,American building materials business, 2003 to 2006    •Mr. Nye currently serves as Chairman of the Martin Marietta Materials, Inc. Board of Directors andDirectors. He served as a Directordirector of Cree, Inc. He has announced that he will not be standing forre-election towithin the Cree board at its 2018 annual meeting of shareholders.past five years.   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE Mr. Nye’s positionsroles 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, mergers and manufacturing.acquisitions, regulatory matters and governance matters. Mr. Nye also brings extensive risk management experience, particularly in the area of employee safety. His strong business background and 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 was identified as a director nominee by the chairman and chief executive officer.is an Audit Committee Financial Expert. COMMITTEES: N/A NEW DIRECTOR NOMINEE AGE: 55       WILLIAM A. OSBORN   •     Chairman of Northern Trust Corporation, 1995 to 2009; Chief Executive Officer of Northern Trust Corporation, 1995 through 2007 and President of Northern Trust Corporation and The Northern Trust Company, 2003 to 2006 •CATHERINE B. REYNOLDS     Mr.  Osborn currently serves as a director of Abbott Laboratories and Caterpillar, Inc. Independent   Age: Key Attributes/Skills/Expertise:63Mr. Osborn’s prior service as a senior executive of Northern Trust Corporation, including as chairman and chief executive officer, and president, provides him with extensive knowledge of the complex financial, operational and governance issues of a large public company. He brings to our Board a well-developed awareness of financial strategy, asset management and risk management and a strong understanding of public company governance. The Board has determined that Mr. Osborn’s extensive experience with accounting principles, financial reporting and evaluation of financial results qualifies him as an Director Since: May 2017 Committees: Audit, Committee Financial Expert. COMMITTEES: Audit Compensation Finance and Benefit Plans DIRECTOR SINCEDECEMBER2009 AGE: 70       CATHERINE B. REYNOLDSBACKGROUND    •Chairman and Chief Executive Officer of EduCap, Inc. since 19881989    •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.   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCEMs. Reynolds’ sound business experience and financial background, including her innovative development of the first asset-backed securitization structure for consumer education loans, enablesenable 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’sReynolds’ extensive financial and accounting background qualifies her as an Audit Committee Financial Expert.   C 2021 Proxy Statement OMMITTEES:19 AUDIT DIRECTOR SINCEMAY 2017 AGE: 60 Table of Contents 10     General Dynamics 2018 Proxy Statement Election of Directors   LAURA J. SCHUMACHER Independent Age: 57 Director Since: February 2014 Committees: Compensation (Chair), Nominating and Corporate Governance       LAURA J. SCHUMACHERBACKGROUND    •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. since January, 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.   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE 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-regulatedhighly 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.   ROBERT K. STEEL Independent   Age: COMMITTEES:69 CompensationDirector Since: February 2021 NominatingCommittees: Finance and Corporate GovernanceBenefit Plans   DIRECTOR SINCE FEBRUARY2014 AGE: 54       PETER A. WALLBACKGROUND    Partner and Chairman of Advisory, Perella Weinberg Partners since 2014    Deputy Mayor for Economic Development, New York City, 2010 to 2014    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. KEY ATTRIBUTES/SKILLS/EXPERIENCE 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 various 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 Chair of the Board of Directors of the Sustainability Accounting Standards Board (SASB) 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. Nominated and elected to the Board in February 2021, Mr. Steel was initially identified as a director candidate by an independent director. 20 General Dynamics Table of Contents Election of Directors   •JOHN G. STRATTON Independent Age: 60 Director Since: February 2020 Committees: Finance and Benefit Plans BACKGROUND    Executive Vice President and President of Global Operations, Verizon Communications, Inc. from 2015 to 2018    Mr. Stratton currently serves as a director of Abbott Laboratories. KEY ATTRIBUTES/SKILLS/EXPERIENCE Through his executive leadership positions at Verizon Communications, most recently serving as Executive Vice President and President of Global Operations, Mr. Stratton gained extensive business and management experience operating a global public company, 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. PETER A. WALL Independent Age: 65 Director Since: August 2016 Committees: Finance and Benefit Plans, Nominating and Corporate Governance BACKGROUND    Retired General, British Army;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   Key Attributes/Skills/Expertise:KEY ATTRIBUTES/SKILLS/EXPERIENCE 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.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, through significant transformationincluding capital investment to ensure its relevance forharness the future.latest military technology. Mr. Wall’s service in the United KingdomU.K. Ministry of Defence and in the British Army give him anin-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, as well asthe application of technology and a deep understanding of global security issues.   2021 Proxy Statement 21 Table of Contents Election of Directors Director Independence Independence Standards Our Board of Directors 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. Our Board has established an objective that at least two-thirds of the directors be independent. 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. Our Board has established director independence guidelines (the Director Independence Guidelines) as part of the Corporate Governance Guidelines to assist in determining director independence in accordance with the rules of the New York Stock Exchange. The Corporate Governance Guidelines 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, Osborn, 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 of 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 33 of this Proxy Statement and found them to be immaterial. For each of the relationships that the Board considered for 2018, 2019 and 2020, 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 2020 that were considered by the Board as part of their independence determinations.   COMMITTEES: Finance Ms. Reynolds and Benefit Plans NominatingMessrs. Crown, deLeon and Corporate Governance DIRECTOR SINCEAUGUST2016 AGE: 62 Osborn 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, tradeshow 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 2020 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 2020 did not exceed $120,000. Messrs. Crown, Haney, Nye, Osborn 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 fell below the greater of $1 million or 2% of the other company’s gross revenue.   Director Retirements.  The Board is grateful to Mr. Chabraja for his wise counsel and 24 years of service on the Board, including 13 years as our Chairman. Mr. Keane joined our Board in 2004 and we appreciate the sound guidance he has provided over the years. YOUR BOARDOF DIRECTORSUNANIMOUSLYRECOMMENDSAVOTE FORALLDIRECTORNOMINEESLISTEDABOVE. Director Retirement Policy.  Under the company’s Bylaws, no director shall stand for election beyond the age of 75. Additionally, the Bylaws provide that under circumstances of significant benefit to the company, an individual over the age of 72 years may stand for election as director only with the approval of the Nominating and Corporate Governance Committee and atwo-thirds vote of the directors then in office. Nominees to the Board Submitted by Shareholders.  Shareholders The committee will consider director nominees recommended by shareholders in the same manner as it considers and evaluates potential directors identified by the company. Additionally, our bylawsBylaws permit a shareholder or a group of up to 20 shareholders who have owned 3 percent3% or more of our outstanding shares of capital stock continuously for 3three 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 bylawsBylaws (a process known as proxy access). The requirements for director nominations, including requirements for proxy access, can be found in Article II, Section 10 of our Amended and Restated Bylaws available on our website at www.gd.com/CorporateGovernance, or in print upon request.CorporateGovernance.   22 General Dynamics General Dynamics 2018 Proxy Statement     11Table of Contents Governance of the Company GOVERNANCEOFTHE COMPANYOur Commitment to Strong Corporate Governance OUR COMMITMENTTO STRONG CORPORATE GOVERNANCE The General Dynamics Board of Directors believes that a commitment to 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. The Board believes that its commitment to good governance is demonstrated by key corporate governance practices, including:summarized under Corporate Governance Highlights on page 9 and described in more detail in the pages that follow.   ✓ a majority voting standard for the election of directors coupled with a director resignation policy; Our Ethos   ✓ an independent Lead Director; ✓ a market-leading executive stock ownership policy; ✓ a policy prohibiting hedging and pledging by directors and officers; ✓ an executive compensation recoupment (clawback) policy; ✓ disclosure of corporate political contributions and trade association dues; ✓ shareholders’ right to call a special meeting; and ✓ shareholders’ ability to nominate director candidates and have those nominees included in the company’s proxy statement. These and other practices are highlighted on page 3. OUR CULTUREOF ETHICS 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 fivefour values: transparency, trust, alignment and honesty. These values:   Drive how we operate our business. THE GENERAL DYNAMICS ETHOS Govern how we interact with each other and our customers, partners and suppliers. Honesty We tellGuide the truth to ourselves and to others. Honesty breeds transparency. way we treat our workforce. Trust We trust each other to do the right thing. Humanity We are compassionateDetermine how we connect with our communities and empathetic. We respect the dignity, rights and autonomy of others. Alignment We are united inimpact our commitment to our values. Value Creation We create value by doing the right thing for our shareholders, our customers, our employees and our communities. environment. As a community of people dedicated Adherence to our ethos, we stand against those who betray others, trod upon others’ rights or disrespect the rule of law. Each of us has an obligation to behave according to our values. In that way, we can ensureEthos ensures that we continue to be good stewards of the investments in us byfor our shareholders, customers, employees, suppliers and communities, now and in the future.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 a24-hour ethics helpline, which employees can access via telephone or online to communicate any business-related ethics concerns. 12     General Dynamics 2018 Proxy Statement Governance of the Company   We 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 persons 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. 2021 Proxy Statement 23 Table of Contents Governance of the Company BOARD LEADERSHIP STRUCTUREBoard 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 evaluates regularly its leadership structure, including whether to combine the positions of chairman and chief executive officer. Our Board currently believes that its organizational structurethe combination of the chairman and chief executive roles while employing a strong Lead Director position provides a framework for it to provide independent leadership and engagement while ensuring appropriate insight into the operations and strategic issues of the company. Chairman – Strong and Effective Leadership.  Leadership. Our Board elects a Chairmanchairman annually from among the directors and determines whether to separate or combine the roles of Chairman and Chief Executive Officer based on what it believes best serves the needs of the company and its shareholders at any particular time.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 eight 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.  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 the Lead Director position provides additional independent oversight of senior management and boardBoard 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 AUTHORITYAND RESPONSIBILITIES (1) Lead Director Authority and Responsibilities   actsActs as chair at Board meetings when the chairman is not present, including meetings of thenon-management directors; directors. (2) hasHas the authority to call meetings of thenon-management directors; directors. (3) coordinatesCoordinates activities of thenon-management directors and serves as a liaison between the chairman and thenon-management directors; directors. (4) worksWorks 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; meetings. (5) isIs available for consultation and communication with significant shareholders, when appropriate; and appropriate. (6) performsPerforms such other duties as the Board may determine from time to time.   24 General Dynamics Table of Contents General Dynamics 2018 Proxy Statement     13 Governance of the Company   DIRECTOR INDEPENDENCE Independence Standards.  Our Board of Directors 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. Our Board has established an objective that at leasttwo-thirds of the directors be independent directors. 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. Our Board has established director independence guidelines (the Director Independence Guidelines) as part of the Corporate Governance Guidelines to assist in determining director independence in accordance with the rules of the New York Stock Exchange.Committees   AN INDEPENDENT DIRECTORUNDEROUR DIRECTOR INDEPENDENCE GUIDELINES: (1) is not a current employee, nor has an immediate family member who is a current executive officer, of General Dynamics; (2) has not received, nor has an immediate family member who has received, during the immediately preceding fiscal year, more than $120,000 in direct compensation from General Dynamics, other than director and committee fees and pension or other forms of deferred compensation; (3) is not, nor has an immediate family member who is, currently employed as an executive officer of another company where any executive officer of General Dynamics currently serves on that company’s compensation committee; (4) is not a current partner of, or employee of, a present internal or external auditor of General Dynamics; (5) does not have an immediate family member who is a current partner of, or an employee assigned to work personally on General Dynamics’ audit by, a present internal or external auditor of General Dynamics; (6) except as otherwise provided in (7) below, is not a current executive officer or an employee, nor has an immediate family member who is a current executive officer, of a company that made payments to, or received payments from, General Dynamics for property or services in an amount that, in the immediately preceding fiscal year, exceeded the greater of $1 million or 2 percent of the consolidated gross revenues of that company; and (7) is not an executive officer of a charitable organization that, in the immediately preceding fiscal year, received contributions from General Dynamics in an amount that exceeded the greater of $1 million or 2 percent of the consolidated gross revenues of that organization. Independence Determinations.  In March of each year and at other times during the year for director nominations or appointments occurring outside of 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 Director Independence Guidelines. The Board has determined that Ms. Reynolds, Ms. Schumacher and Messrs. Crown, deLeon, Keane, Lyles, Malcolm, Nye, Osborn and Wall each qualifies as an independent director. To make these independence determinations, the Board reviewed all relationships between General Dynamics and the directors or nominees 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 19 of this Proxy Statement and found them to be immaterial. For each of the relationships that the Board considered for 2015, 2016 and 2017, 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 percent of the consolidated gross revenues of the other company). Listed below are the relationships that existed in 2017 that were considered by the Board as part of their independence determinations. Ms. Reynolds and Messrs. Crown, deLeon, Lyles and Osborn serve as members of the boards of trustees or boards of directors of charitable and othernon-profit organizations to which General Dynamics (i) has made payments for memberships, sponsorships, tradeshow 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 2017 payments fell below the greater of $1 million or 2 percent of the consolidated gross revenues of the organizations. None of the 2017 charitable contributions to these organizations exceeded $105,000. Messrs. Crown, Nye and Osborn serve as directors of companies, and Mr. Nye and Ms. Schumacher are 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 fell below the greater of $1 million or 2 percent of the other company’s revenues. 14     General Dynamics 2018 Proxy Statement Governance of the Company BOARD MEETINGS, BUSINESS UNIT VISITSAND ATTENDANCE During 2017, the Board of Directors held nine meetings. Each of our directors attended at least 85 percent of the meetings of the Board and committees on which they served in 2017, with nine of our current 11 directors attending 100 percent of the Board and committee meetings. This included amulti-day meeting in February to review our 2017 operating plan, including the operating plans of each of our business groups. In October 2017, the Board visited facilities of our General Dynamics European Land Systems and Jet Aviation business units and met with those business units’ management teams. We encourage directors to attend each annual meeting of shareholders, and in 2017 all of our directors attended the annual meeting. EXECUTIVE SESSIONSOFTHE BOARD Our Board holds executive sessions of thenon-management directors following all regularly scheduled Board meetings. Thenon-management directors may also meet without management present at other times as requested by anynon-management director. The independent Lead Director serves as chair at the executive sessions. BOARD COMMITTEES The Board of Directors has established the following four standing committees to assist in executing its duties: Audit, Compensation, Finance and Benefit Plans and Nominating and Corporate Governance. The primary responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2017.2020. Currently, threeall of the fourour Board committees are composed entirely of independent,non-management directors, including those committees that are required by the rules of the New York Stock Exchange to be composed solely of independent directors. Each of the Board committees has a written charter. Copies of these charters are available on our website at www.gd.com/CorporateGovernance, or in print upon request.CorporateGovernance. Committee Members.  Members Listed below are the members of each of the four standing committees as of March 8, 2018.2021.   AUDIT COMMITTEE COMPENSATION COMMITTEE FINANCEAND BENEFIT PLANS COMMITTEE NOMINATINGAND   CORPORATE   GOVERNANCE   COMMITTEE   Nicholas D. Chabraja   James S. Crown   Rudy F. deLeon   John M. Keane   Lester L. Lyles   Mark M. Malcolm   William A. Osborn   Catherine B. Reynolds    Laura J. Schumacher   Peter A. Wall           Finance and   Nominating and Audit Compensation Benefit Plans Corporate Governance Committee Committee Committee Committee James S. Crown ¢ ¢ l Rudy F. deLeon ¢ l Cecil D. Haney ¢ ¢ Mark M. Malcolm « l ¢ James N. Mattis ¢ ¢ C. Howard Nye « ¢ ¢ William A. Osborn « ¢ ¢ ¢ Catherine B. Reynolds « ¢ ¢ Laura J. Schumacher l ¢ Robert K. Steel ¢ John G. Stratton ¢ Peter A. Wall ¢ ¢    Lead Director «  Chairperson  Member  Audit Committee Financial Expert l Chair ¢ Member   General Dynamics 2018 Proxy Statement     15 Governance of the CompanyCommittee Responsibilities   Committee Responsibilities.  Following are descriptions of the primary areas of responsibility for each of the four committees.   AUDITCOMMITTEE Members:   AUDIT COMMITTEEMark M. Malcolm (Chair) James S. Crown Cecil D. Haney James N. Mattis C. Howard Nye William A. Osborn Catherine B. Reynolds Meetings in 2020: 8   RESPONSIBILITIES:   NUMBEROF MEETINGSIN 2017: 9            Provides oversight for accounting, financial reporting, internal control, auditing and regulatory compliance activities 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     Selects and oversees the independent auditor Approves audit andnon-audit services provided by the independent auditor Reviews the scope of the audit to be conducted by the independent auditor Reviews our consolidated financial statements with management and the independent auditor Evaluates the performance, responsibilities, budget and staffing of the internal audit function 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   COMPENSATION COMMITTEE NUMBEROF MEETINGSIN 2017: 4            2021 Proxy Statement 25 Evaluates the performanceTable of Contents Governance of the chief executive officer and other officers and reviews and approves their compensationCompany Recommends to the Board the level and form of compensation and benefits for directors Reviews and approves incentive compensation and equity-based compensation plans Reviews and monitors succession plans for the chief executive officer and other officers 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   COMPENSATION COMMITTEE     FINANCEAND BENEFIT PLANS COMMITTEEMembers: Laura J. Schumacher (Chair) James S. Crown Rudy F. deLeon C. Howard Nye William A. Osborn Meetings in 2020: 5   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 FINANCE AND BENEFIT PLANS COMMITTEE   Members: Rudy F. deLeon (Chair) Mark M. Malcolm William A. Osborn Catherine B. Reynolds Robert K. Steel John G. Stratton Peter A. Wall Meetings in 2020: 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 NUMBEROF MEETINGSIN 2017: 3       NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Members: James S. Crown (Chair) Cecil D. Haney James N. Mattis Laura J. Schumacher Peter A. Wall Meetings in 2020: 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     26 General Dynamics Oversees the managementTable of the company’s finance policies to ensure the policies are in keeping with the company’s overall business objectives With respect to 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   NOMINATINGAND CORPORATE GOVERNANCE COMMITTEEContents NUMBEROF MEETINGSIN 2017: 3        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 to serve as directors and recommends director nominees 16     General Dynamics 2018 Proxy Statement Governance of the Company   RISK OVERSIGHTRisk Oversight Our comprehensive risk management program is conducted by senior management and overseen by the Board of Directors. In particular, the Board oversees management’s identification and prioritization of risks.risks that are material to our business. We believe that 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, cyber 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 should they arise between the dedicated risk-focused Board meetings. 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 2020 include: defense budget and acquisition matters; the COVID-19 pandemic; cybersecurity; human capital management, including succession planning and diversity and inclusion; environmental, health and safety matters; and specific customer and program developments. 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. 2021 Proxy Statement 27 How We Manage Risk.  Table of ContentsThe following summarizes the key elements Governance of the Board’s, senior management’s and external advisors’ roles in our risk management program.Company   The Board oversees risk management, focusing on the most significant risks facing the company, including strategic, operational, financial, legal and reputational risks. 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 CORPORATEGOVERNANCE 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. 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. EXTERNAL ADVISORS     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. HIGHLIGHT ON TECHNOLOGY AND CYBERSECURITY 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 Board approaches its risk management role in this area comprehensively, including:     Dedicated briefings on our company-wide cyber risk program as part of its overall risk assessment reports, led by our chief information officer and other members of management;     In-depth discussions about the role of advanced technologies in our businesses, including cybersecurity capabilities and offerings of our businesses; and     Calling upon the extensive experience of directors with unique perspectives given their military and national security backgrounds. HIGHLIGHT ON COVID-19     Frequent communications with CEO and management to stay informed about efforts to keep operations running, meet customer needs and protect our workforce, including monthly detailed written communications from the CEO to the Board initially, and as needed thereafter;     Dedicated briefings from senior management at each Board meeting since the beginning of the pandemic; and     Additional Compensation Committee meetings to thoroughly address compensation-related impacts of the pandemic.   28 General Dynamics Each Board committee is integral to risk management and reports specific risk-management matters as necessary to the full Board. Senior management is responsible forday-to-day risk management and conducts a thorough assessment through internal management processes and controls. The chief executive officer and senior management team provide to the Board a dedicated and comprehensive briefingTable of material risks at least twice per year, and the Board is briefed throughout the year as needed on specific risks facing the company. Topics discussed in 2017 include our cyber security risk management program, human capital management and program-specific matters.Contents External advisors provide independent advice on specific risks and review and comment on risk management processes and procedures as necessary. The Role of the Board of Directors in Risk Management.  The full Board reviews and approves annually a corporate policy addressing the delegation of authority and assignment of management responsibility to ensure that the responsibilities and authority delegated to senior management are appropriate from an operational and risk-management perspective. In addition, the Board assesses the company’s strategic and operational risks throughout the year, with particular focus on these risks at an annualmulti-day Board meeting in early February. At this meeting, senior management reports on opportunities and risks in the markets in which the company conducts business. Additionally, each business unit president and each business group executive vice president presents the unit’s and group’s respective operating plan and strategic initiatives for the year, including notable business opportunities and risks. The Board reviews, adjusts where appropriate, and approves the business unit and business group goals 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 group. The Board also receives briefings from senior management concerning a variety of matters and related risks to the company, including defense budget and acquisition matters and specific customer or program developments. In addition, each of the Board committees considers risk as it relates to its particular areas of responsibility. Audit Committee.  The Audit Committee has responsibility for oversight of the company’s policies and practices concerning overall risk assessment and risk management. The committee reviews and takes appropriate action with respect to the company’s annual and quarterly financial statements, the internal audit program, the ethics program and internal controls over financial reporting. To facilitate these risk oversight responsibilities, the committee 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. The committee also holds regular executive sessions with internal audit and regular executive sessions with the partners of the KPMG LLP audit team. Compensation Committee.  The 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. The committee receives briefings from the chairman and chief executive officer, human resources senior management and outside consultants and advisors on compensation matters. Finance and Benefit Plans Committee.  The 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. The committee oversees market risk exposure with respect to its 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 these areas, the committee receives regular briefings from our senior management or external advisors on finance policies, pension plan liabilities and funding, and asset performance. General Dynamics 2018 Proxy Statement     17 Governance of the Company   NominatingBoard Meetings, Attendance, Business Unit Visits and Corporate Governance Committee.  The NominatingExecutive Sessions Engaged and Active Board of Directors 8 Board of Director meetingsin 2020     2020 Board meetings included a multi-day meeting in February to review our 2020 operating plan, including the operating plans of each of our business segments. 100% Director attendance at 2020 Boardand committee meetings     Strong director participation, with all Board members attending 100% of their Board and committee meetings. 100% Director attendance at the 2020 Annual Meeting     We encourage directors to attend each Annual Meeting of Shareholders. 100% Each 2020 Board meeting was followed by a non-management director executive session     Executive sessions of the non-management directors are held following all regularly scheduled Board meetings. The non-management directors may also meet without management present at other times as requested by any non-management director. The independent Lead Director chairs the executive sessions. Shareholder Outreach and Corporate Governance Committee oversees risks relatedEngagement Our Board is committed to the company’s governance structurerobust shareholder engagement, and processes and risks arising from related person transactions. The committee receives briefings from the senior vice president, general counsel and secretary. The Role of External Advisors in Risk Management.  The company’s external advisors support the risk management program in a number of ways. Specifically, external advisors support the program by: (1) auditing our financial statements; (2) reviewing and suggesting updates and improvementsshareholder engagement has become an embedded part of our risk management processesinvestor relations and procedures; (3) assisting ingovernance programs. Conversations throughout the implementation of Boardyear led by our Investor Relations team are supplemented by an annual outreach dedicated to corporate governance, executive compensation and senior management responsibilities regarding risk management; and (4) supporting and assisting with public disclosure regarding risk management and company risks. Succession Planning and Risk Management.  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 of leadership over the short and long term. DIRECTOR ORIENTATIONAND CONTINUING EDUCATION Within six months of election to the Board, each new director receives an orientation that consists of a series ofin-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. The new director receives briefings on the responsibilities, duties and activities of the committees on which the director will initially serve. The new director is also provided the opportunity to visit business units withinresponsibility topics. In each of the four business groups andpast several years, we have targeted shareholders representing approximately 65% of our outstanding shares to receive briefings from the respective group executive vice president andtheir feedback on these topics. Our core shareholder engagement team comprises senior members of business unit management teams. Eachour 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 in place to liaise with significant shareholders. Our Board remains committed to soliciting and understanding shareholder views and responding as appropriate. 2021 Proxy Statement 29 Table of Contents Governance of the directors joiningCompany OUR SHAREHOLDER ENGAGEMENT PROGRAM KEY ITEMS DISCUSSED WITH SHAREHOLDERS IN 2020 Board of Directors and Risk Management Executive Corporate Corporate Governance Oversight Compensation Responsibility     Tenure and refreshment     Director diversity     Shareholder rights     Supply chain management     Human capital management     2020 Shareholder vote on executive compensation     Program structure, including role of equity compensation     Pay-for-performance alignment     COVID-19 impacts on executive compensation program, particularly on annual incentive determinations     COVID-19 response •    Focus on employee health and safety •    Supporting our communities     Diversity and inclusion initiatives     Workforce development     Sustainability, including environmental initiatives 30 General Dynamics Table of Contents Governance of the Company Director Orientation and Continuing Education   Orientation     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. Management Briefings     The general counsel and chief financial officer periodically provide materials and briefing sessions on subjects that assist directors in fulfilling their duties. Site Visits     New directors also 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 also visit our business units periodically. These visits allow the directors to interact with the business unit management teams and employees and gain a firsthand view of our operations. Operating Plan Review     Annually, the Board holds a multi-day meeting with our senior management to review and approve the operating plans of each of our business units and business segments and the company as a whole. This review involves an in-depth strategic and financial review of each business unit and business segment. 2021 Proxy Statement 31 Table of Contents Governance of the Company Board and Committee Performance Assessments Our Board of Directors promotes continuous improvement throughout our Board over the past three years has conducted at least one of these business unit visits. To further support directors, the general counsel and chief financial officer periodically provide materials and briefing sessions on subjects that assist directors in fulfilling their duties. Annually,company. In this spirit, the Board holds amulti-day meeting with our senior management to review and approve the operating plancontinually assesses itself for areas of each of our business units and business groups and the company as a whole. Directors also visit our business units periodically. These visits allow the directors to interactpotential improvement.   Non-Management Directors Executive Sessions     At each in-person Board meeting, a dedicated session led by our independent Lead Director provides our non-management directors an opportunity to discuss Board and company-related matters freely and without management present.     Our non-management directors also frequently communicate directly with our Lead Director and our chairman between Board meetings. Annual Self-Assessment Process     The Nominating and Corporate Governance Committee leads a formal self-assessment process annually. During this process, each director assesses the Board and committees on which the director serves. Questions address the Board’s overall role, oversight of the company’s strategy, relations with management, Board composition, individual director participation and contribution, succession planning, director compensation and the number and conduct of meetings.     Each committee also considers its role and the responsibilities contained in the committee charter, the composition of the committee and the committee’s operation.     Feedback from the self-assessment is discussed at the Board and committee levels. Overall feedbackfrom the directors has been very positive, with directors expressing a view that the Board operates effectively. Recent changes made in response to feedback received from directors have been minor in nature and related to the volume and content of read-ahead materials, committee composition and the balance between presentations and discussion in meetings. Communications with the business unit management teams and employees and gain a firsthand view of our operations.Board BOARDAND COMMITTEE PERFORMANCE SELF-ASSESSMENTS Each year, the directors undertake a self-assessment for the Board and each committee on which they serve that elicits feedback on the performance and effectiveness of the Board and its committees. As part of this self-assessment, the directors are asked to consider the Board’s role, relations with management, composition and meetings. Each committee is asked to consider its role and the responsibilities articulated in the committee charter, the composition of the committee and the committee meetings. The self-assessment responses and comments are compiled by the Corporate Secretary and presented to the Nominating and Corporate Governance Committee for initial review. The responses and comments are reviewed with each committee and the full Board. COMMUNICATIONSWITHTHE BOARD Any shareholder or other interested party who has a concern or question about the conduct of General Dynamics may communicate directly with ournon-management directors, the Chairmanchairman 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, 2941 Fairview Park Drive, Suite 100, Falls Church,11011 Sunset Hills Road, Reston, Virginia 22042.20190. 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 thenon-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 Standards of Business Ethics and Conduct Handbook provided to all employees. Our employees can call a toll-free helpline number or access the helpline online, each of which is provided to all employees. 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.   32 General Dynamics 18     General Dynamics 2018 Proxy StatementTable of Contents Governance of the Company   RELATED PERSON TRANSACTIONS POLICYRelated 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)    (1) executive officers, directors and director nominees; (2) any person who is known to be a beneficial owner of more than 5 percent5% 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)    (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 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 anarm’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 committee or the Board pursuant to our related person transactions policy:   Based upon Schedule 13G filings made with the SEC, Based upon Schedule 13G filings made with the Securities and Exchange Commission (SEC), BlackRock, Inc., a global provider of investment, advisory and risk management solutions, had reported beneficial ownership of more than 5% of our outstanding Common Stock for a portion of 2020. An affiliate of BlackRock provides investment management services for certain of our benefit plans. The agreements with BlackRock were negotiated in arm’s-length transactions and the ownership of General Dynamics stock plays no role in the business relationship between General Dynamics and BlackRock. In addition, we believe the agreements represent standard terms and conditions for investment management services. For providing the services, BlackRock received fees in 2020 totaling approximately $2.3 million. In accordance with the related person transactions policy, the Nominating and Corporate Governance Committee reviewed and approved the services for 2020. Henry Crown and Company and one of its affiliated entities made payments of approximately $943,000 to the company in 2020 for the purchase of business jet spare parts and aircraft maintenance and services from our subsidiary, Gulfstream Aerospace. The purchases from Gulfstream Aerospace were in the ordinary course of business and on arm’s-length terms. Henry Crown and Company is an affiliated entity of Mr. Crown. Gregory S. Gallopoulos, an executive officer, purchased aircraft services from Jet Aviation totaling approximately $243,000. The purchases were in the ordinary course of business and on arm’s-length terms. 2021 Proxy Statement 33 Table of investment, advisory and risk management solutions, has reported beneficial ownership of more than 5 percent of our outstanding common stock. An affiliate of BlackRock provides investment management services for certain of our defined benefit plans. The agreements with BlackRock were negotiated inarm’s-lengthContents transactions and the ownership of General Dynamics stock plays no role in the business relationship between General Dynamics and BlackRock. In addition, we believe the agreements represent standard terms and conditions for investment management services. For providing the services, BlackRock received fees in 2017 totaling approximately $1.2 million. In accordance with the related person transactions policy, the Nominating and Corporate Governance Committee reviewed and approved the services for 2017 and approved the continuation of the services in 2018. Henry Crown and Company and one of its affiliated entities made payments of approximately $453,000 to the company in 2017 for the purchase of business jet spare parts and aircraft maintenance from our subsidiary, Gulfstream Aerospace Corporation. Additionally, these companies purchased aircraft services from our subsidiary, Jet Aviation. The amount of payments made to Jet Aviation in 2017 was approximately $269,000. The purchases from Gulfstream and Jet Aviation were in the ordinary course of business and onarm’s-length terms. Henry Crown and Company is an affiliated entity of Mr. Crown. An affiliated entity of Mr. Chabraja made payments of approximately $189,000 to the company in 2017 for the purchase of business jet spare parts and aircraft maintenance from our subsidiary, Gulfstream Aerospace Corporation. These purchases were in the ordinary course of business and onarm’s-length terms. General Dynamics 2018 Proxy Statement     19 Governance of the Company   DIRECTOR COMPENSATIONDirector Compensation We compensate eachnon-management director for service on the Board of Directors. The Compensation Committee reviews director compensation on an annual basis. 2017 Compensation.  Director 2020 Compensation Non-management director compensation for 20172020 was:     COMPENSATION ELEMENTCompensation Element   AMOUNTAmount Annual Retainer   $85,000 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 $150,000$160,000 on the date of award Per Diem Fee forNon-Employee Directors Performing Specific Projects for the Company   $10,000   $10,000