L. Hugh Redd
About L. Hugh Redd
Independent director since 2015; age 67. Former Senior Vice President and Chief Financial Officer of General Dynamics Corporation until December 2013; prior roles include Senior Financial Analyst and Vice President/Controller of General Dynamics Land Systems. B.S. in Accounting (Brigham Young University) and Master in Professional Accounting (University of Texas); Certified Public Accountant. Currently Chairman of the Board of Trustees for Southern Virginia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics Corporation | Senior VP & CFO; previously Senior Financial Analyst; VP & Controller, GD Land Systems | 1986–Dec 2013 | Public company CFO overseeing finance, accounting, risk; roles span operating and corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Virginia University | Chairman, Board of Trustees | Current | Higher-education governance role (non-public) |
Board Governance
- Committees: Audit Committee Chair; Compensation Committee member; designated Audit Committee Financial Expert .
- Independence: Board determined all directors except the Executive Chairman and CEO are independent; Audit Committee members meet NYSE independence standards .
- Meetings and attendance: Board met 3 times in 2024; Audit held 5 meetings; Compensation held 3; independent director executive sessions met 4 times. All directors attended the 2024 annual meeting and at least 75% of Board and applicable committee meetings .
- Audit oversight: As Chair, Redd signed the Audit Committee Report recommending inclusion of 2024 audited financials in the 10-K; Committee reviewed ICFR and auditor independence with KPMG .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Chair; Financial Expert | 5 | Oversight of financial reporting, ICFR, enterprise risk, cybersecurity; auditor selection and independence |
| Compensation | Member | 3 | Administers executive compensation and incentive plans; oversight of pay practices |
| Independent Director Sessions | Attendee | 4 | Executive sessions of independent directors (presided by Lead Independent Director) |
Fixed Compensation
- Fee structure (effective March 1, 2024): Annual retainer $70,000 cash and $115,000 in Common Shares; Audit Chair $25,000 (in addition to Disclosure Committee fees); Compensation Chair $20,000; Governance Chair $20,000; Lead Independent Director $30,000; Committee member $10,000 per committee. Equity portion ranks top decile versus peers; chair retainers were increased and member retainers added in 2024 after a peer review by Ferguson Partners Consulting .
| Component | 2024 Schedule | Citation |
|---|---|---|
| Board retainer (cash) | $70,000 | |
| Board retainer (Common Shares) | $115,000 | |
| Audit Committee Chair | $25,000 | |
| Committee member (per committee) | $10,000 | |
| Lead Independent Director | $30,000 | |
| Notes | Audit Chair retains additional fees for Disclosure Committee service |
| Year | Fees Earned or Paid in Cash | Share Awards (Grant-Date Fair Value) | All Other Compensation | Total | Equity Grant (Shares) |
|---|---|---|---|---|---|
| 2023 | $94,000 | $115,003 | $29,430 | $238,433 | 7,359 fully vested shares |
| 2024 | $106,500 | $115,009 | $25,643 | $247,152 | 7,554 fully vested shares |
- Notes: “All Other Compensation” reflects earnings on deferred stock unit and deferred cash fee accounts under the Director Deferral Program; cash fees include payments for Redd’s Disclosure Committee service. No share options were granted in 2024; all outstanding director option awards under the legacy plan expired in 2024 .
Performance Compensation
- Not applicable. Non-employee director pay consists of fixed cash retainers, committee fees, and fully vested share grants; no performance-based director awards or options disclosed for 2023–2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Redd in APLE proxy biographies |
| Compensation Committee interlocks | None in 2023–2024; Committee members were not officers/employees, and no relationships requiring related-party disclosure were noted |
Expertise & Qualifications
- CPA; advanced accounting degrees; deep public-company finance and risk oversight experience (former General Dynamics CFO) .
- Designated Audit Committee Financial Expert; financially literate with related financial management expertise per NYSE rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Record Date | Outstanding Shares Basis |
|---|---|---|---|---|
| L. Hugh Redd | 147,544 | <1% of 242,346,188 shares | March 26, 2024 | 242,346,188 outstanding |
- Ownership alignment policies: Directors must hold APLE securities equal to 4x annual base cash retainer; all directors have met the guideline or are within the transition period. Hedging is prohibited; pledging is constrained (no more than 50% of individually held shares may be pledged) .
Governance Assessment
- Strengths: Independent Audit Chair with CFO pedigree; Audit Committee Financial Expert; robust audit oversight including 2024 auditor competitive selection leading to appointment of KPMG and recommended inclusion of 2024 audited financials in 10-K . Attendance met policy thresholds; engaged in independent sessions; compensation committee free of interlocks .
- Alignment: High equity component in director compensation; formal stock ownership requirements; strict anti-hedging and limited pledging policy .
- Potential conflicts/RED FLAGS: None disclosed related to Redd; no related-party transactions or interlocks reported; option plan for directors terminated with remaining awards expired in 2024 .