C. Howard Nye
GENERAL DYNAMICSAbout C. Howard Nye
C. Howard Nye (age 62) is an independent director of General Dynamics (GD) since May 2018. He serves as Chair of the Audit Committee and a member of the Compensation Committee, and the Board has determined he qualifies as an “Audit Committee Financial Expert” under SEC rules. He is Chairman, President and CEO of Martin Marietta Materials, Inc. (NYSE: MLM), bringing operating, engineering/manufacturing, M&A, safety/risk management, and legal experience to GD’s board. Independence was affirmed under GD’s Director Independence Guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Marietta Materials, Inc. | Chairman of the Board | 2014–Present | Oversight of strategy, governance, and capital allocation at a large industrial; safety and risk management emphasis |
| Martin Marietta Materials, Inc. | Chief Executive Officer; Director | 2010–Present | Deep operating, supply chain, and regulatory experience; public company governance |
| Martin Marietta Materials, Inc. | President | 2006–Present | Day-to-day leadership of operations and strategy execution |
| Martin Marietta Materials, Inc. | Chief Operating Officer | 2006–2009 | Operations leadership, safety and risk management |
| Hanson PLC (North America) | Executive Vice President | 2003–2006 | Building materials industry leadership; manufacturing/supply chain |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Martin Marietta Materials, Inc. | Chairman of the Board; Director | Chairman 2014–Present; Director 2010–Present | Only current public company board listed (Other Public Company Boards: 1) |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (member)
- Audit Committee activity: 8 meetings in 2024
- Independence: Board determined Nye is independent (annual determinations under NYSE rules and GD’s guidelines)
- Attendance culture: Board held 8 meetings; average director attendance 99.6%; all directors had ≥94.7% attendance; each Board meeting followed by a non‑management executive session
- Audit Committee Financial Expert: Board determined Nye is an “audit committee financial expert” (also noted for Malcolm and Reynolds)
Fixed Compensation
- GD non‑management director fee schedule (2024): Annual retainer $125,000; Audit Chair $27,500; Compensation Chair $25,000; other committee chairs $20,000; Audit member $13,750; Compensation member $12,500; other committee members $10,000; annual equity award approx. $170,000; per‑diem for specific projects $10,000. No changes recommended for 2025 after Aon benchmarking.
| C. Howard Nye – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (includes retainers/committee fees) | 165,000 |
| Stock Awards (grant-date fair value) | 85,098 |
| Option Awards (grant-date fair value) | 84,574 |
| All Other Compensation (AD&D insurance, etc.) | 552 |
| Total | 335,224 |
| Election to take retainer in stock | Elected 100% in stock; received 437 shares (approx. $124,373 grant-date fair value) |
Additional director equity positions outstanding at 12/31/2024:
- Restricted stock outstanding: 1,050 shares
- Option awards outstanding: 15,390 options
Performance Compensation
Directors’ annual equity consists of restricted stock and stock options under the shareholder‑approved plan and is granted on the same terms, limits and schedule as other plan participants; there are no director‑specific performance metrics (no annual EPS/FCF/TSR targets for directors).
| Metric | Weight | Target | Outcome | Notes |
|---|---|---|---|---|
| Not applicable for non‑management directors | — | — | — | Director equity awards are time‑based; no performance metrics disclosed |
Other Directorships & Interlocks
- Current public company boards: 1 (Martin Marietta Materials, Inc.)
- Ordinary‑course business relationships: The Board reviewed relationships where directors (including Nye) serve as directors/executives of companies to/from which GD sells or purchases products/services and determined all such relationships were immaterial and below thresholds; independence maintained.
Expertise & Qualifications
- Enterprise leadership and governance: Chairman/CEO experience; public company governance; legal background
- Operations/manufacturing/supply chain and M&A: Deep industry and operating expertise; risk management with emphasis on safety
- Financial oversight: Determined to be an Audit Committee Financial Expert
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| C. Howard Nye | 6,029 | 13,100 | 19,129 | <1% |
Ownership alignment policies:
- Director stock ownership guideline: ≥5× annual retainer; unvested restricted stock and options do not count; directors expected to retain vested shares until guideline met
- Anti‑hedging and anti‑pledging: Hedging and pledging of GD stock prohibited for directors and executive officers
Governance Assessment
-
Positives:
- Independent director; Audit Committee Chair and SEC‑defined financial expert—strong financial reporting oversight signal
- High board engagement culture (99.6% average attendance; executive sessions every meeting)
- Robust ownership/behavior policies (5× retainer guideline; anti‑hedging/pledging)
- Director pay structure at ~peer median; no 2025 increases—limits pay inflation risk
- Compensation Committee independence and use of independent consultant (FW Cook)
- Investor support context: 2024 say‑on‑pay passed with 95.7% support, indicating alignment with shareholders on comp governance
-
Watch items / potential conflicts:
- External capacity: Concurrent service as Chairman/CEO of Martin Marietta while chairing GD’s Audit Committee may raise time‑commitment considerations (a topic investors discussed in 2024), though GD’s policy limits are not breached (≤4 other public boards; separate audit‑committee limits) and independence was reaffirmed
- Ordinary‑course transactions involving companies where Nye serves as a director/executive were reviewed and deemed immaterial; Board maintained independence
-
Related‑party exposure: No Nye‑specific related‑person transactions disclosed in 2024 (disclosed related‑party items pertained to other parties)