Catherine B. Reynolds
GENERAL DYNAMICSAbout Catherine B. Reynolds
Independent director of General Dynamics since May 2017 (age 67). Co-founder and CEO of VitaKey Inc. (2021–present); CPA; designated Audit Committee Financial Expert. Her board tenure includes chairing Finance & Benefit Plans and serving on Audit and Sustainability, with the Board affirming her independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VitaKey Inc. | Co-founder & CEO | 2021–present | Technology/health; operating leadership |
| The Catherine B. Reynolds Foundation | Chairman & CEO | 2000–present | Philanthropy; governance oversight |
| EduCap Inc. | Chairman & CEO | 1989–2023 | Innovated first asset-backed securitization for education loans |
| Servus Financial Corporation | Founder & Chairman | 1993–2000 | Consumer finance; securitization expertise |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Lindblad Expeditions Holdings, Inc. | Director | 2016–present | Not disclosed in GD proxy |
Board Governance
- Committee assignments (2025): Audit Committee member (8 meetings in 2024); Finance & Benefit Plans Committee Chair (3 meetings in 2024); Sustainability Committee member (1 meeting in 2024) .
- Independence: Board determined Reynolds is independent; relationships reviewed and deemed immaterial under guidelines (>$1M or 2% of other entity revenue thresholds) .
- Attendance and engagement: The Board held 8 meetings in 2024; average director attendance was 99.6%, all directors attended ≥94.7%; each meeting followed by executive session of non-management directors .
- Board leadership: Independent Lead Director is Laura J. Schumacher; committees are fully independent .
Fixed Compensation (Director)
| Compensation Element (2024) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $125,000 |
| Committee Chair Retainer – Finance & Benefit Plans | $20,000 |
| Audit Committee Member Retainer | $13,750 |
| Sustainability Committee Member Retainer | $10,000 |
| Fees Earned or Paid in Cash (Total) | $168,750 |
| All Other Compensation (AD&D insurance) | $552 |
Notes:
- She elected to receive 100% of her annual retainer in Common Stock (437 shares; grant-date fair value ~$124,373) .
- Director compensation was reviewed against a peer survey by Aon; program near median; no changes for 2024/2025 .
Performance Compensation (Director Equity)
Directors receive time-based restricted stock and stock options annually; no performance-conditioned director equity (no PSUs or TSR/ROIC metrics for directors).
| Equity Element (2024) | Grant-Date Fair Value | Instruments |
|---|---|---|
| Annual Equity Award (approx.) | ~$170,000 total (restricted stock + options) | |
| Stock Awards (Restricted Stock) | $85,098 | |
| Option Awards | $84,574 |
Outstanding awards (as of 12/31/2024):
- Options outstanding: 17,400
- Restricted stock outstanding: 1,050
Policy features:
- No option repricing without shareholder approval .
- Grant timing aligned with March Board/Committee meetings; exercise price set by average high/low on grant date .
Other Directorships & Interlocks
| Entity | Relationship to GD | Conflict/Interlock Note |
|---|---|---|
| Various charities/non-profits where Reynolds served | GD had ordinary-course payments/contributions; below thresholds; deemed immaterial | Board reviewed under Director Independence Guidelines; immaterial |
No disclosed related-party transactions involving Reynolds in 2024 .
Expertise & Qualifications
- CPA; extensive financial and accounting experience; Audit Committee Financial Expert designation .
- Innovator in asset-backed securitization for consumer education loans .
- Broad governance exposure via service on audit, compensation, sustainability, and finance committees across public companies .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Catherine B. Reynolds | 7,214 | 15,110 | 22,324 | <1% |
Ownership alignment and policies:
- Director Stock Ownership Guidelines: 5× annual retainer; unvested RSUs and options excluded; directors expected to hold vested shares until guidelines met .
- Anti-hedging and anti-pledging: Prohibited for directors; robust insider trading policy with blackout periods and derivatives/short sales ban .
Governance Assessment
- Strengths: Financial acumen (CPA) and Audit Committee Financial Expert status strengthen oversight of reporting, controls, ethics; leadership as FBPC Chair aligns with GD’s capital structure, pension assets oversight; election to take 100% of cash retainer in stock signals alignment with shareholders .
- Independence and conflicts: Board-affirmed independence; no material related-party transactions; charitable and ordinary-course relationships vetted and below thresholds .
- Engagement: Committees met regularly (Audit 8; FBPC 3; Sustainability 1 in 2024); Board had 8 meetings with executive sessions; strong aggregate attendance, indicating active oversight culture .
- Equity structure: Director equity is time-based RSUs and options (no performance metrics); while not pay-for-performance, GD’s stringent ownership and anti-hedging/pledging policies reinforce long-term alignment .
- Broader signals: High say-on-pay support (95.7% in 2024) reflects investor confidence in compensation governance; Sustainability Committee oversight places directors, including Reynolds, adjacent to debates on human rights; Board outlines rationale against HRIA proposal, maintaining compliance with U.S. export controls and risk-based due diligence .
RED FLAGS: None specific to Reynolds disclosed (no pledging; no related-party transactions; independence affirmed). Note that director equity lacks performance conditions; however, GD mitigates with strict ownership and trading policies .