Cecil D. Haney
GENERAL DYNAMICSAbout Cecil D. Haney
Retired Admiral (U.S. Navy) with nearly four decades of service, including Commander, U.S. Strategic Command (2013–2016) and Commander, U.S. Pacific Fleet (2012–2013). Age 69, an independent director of General Dynamics since March 2019; currently serves on the Audit Committee and chairs the Nominating & Corporate Governance Committee. Haney also serves on Tenet Healthcare Corporation’s board (since 2021). Education is not disclosed in the GD proxy; core credentials emphasize national security leadership, engineering/advanced technologies oversight, and cybersecurity awareness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Retired Admiral | 1978–2017 | Led complex global operations; oversight of engineering, advanced technologies, cybersecurity in national security contexts |
| U.S. Strategic Command | Commander | 2013–2016 | Extensive knowledge of engineering, advanced tech, cybersecurity; managed complex operational and budget issues |
| U.S. Pacific Fleet | Commander | 2012–2013 | Global operational leadership; geopolitical and maritime security oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenet Healthcare Corporation | Director | 2021–Present | Public company governance experience; specific committee roles at Tenet not disclosed in GD proxy |
| Charitable/Non-profit organizations (various) | Trustee/Director/Executive roles | Various (not itemized) | GD made ordinary-course payments/contributions; Board deemed these relationships immaterial under independence guidelines |
Board Governance
- Independence: Board determined Haney is independent; all non-management directors qualify under NYSE and GD guidelines .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair .
- Committee meeting cadence (2024): Audit (8 meetings); Nominating & Corporate Governance (3 meetings) .
- Attendance and engagement: GD held 8 Board meetings in 2024; average director attendance was 99.6%; each Board meeting followed by executive session of non-management directors .
- Governance practices: Prohibition on hedging and pledging company stock for directors; robust stock ownership requirements; independent Lead Director structure and executive sessions .
- Related-party oversight: NCGC reviews related person transactions per policy; 2024 relationships for directors (including Haney) with companies buying/selling to GD were ordinary course and immaterial under thresholds (greater of $1M or 2% of the other party’s revenue) .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $158,750 |
| Stock Awards (grant-date fair value) | $85,098 |
| Option Awards (grant-date fair value) | $84,574 |
| All Other Compensation (AD&D insurance, companion travel at $0 cost) | $552 |
| Total Director Compensation (FY 2024) | $328,974 |
Additional details:
- Annual director compensation structure: Base retainer $125,000; chair retainers (NCGC/Sustainability/Finance & Benefit Plans) $20,000; Audit Chair $27,500; committee member retainers (Audit $13,750; Compensation $12,500; others $10,000); annual equity award approx. $170,000 on grant date .
- Haney elected to receive 10% of his annual retainer in Common Stock, receiving 42 shares (approx. $11,962 grant-date fair value) .
Performance Compensation
Directors receive equity but are not subject to performance-conditioned PSUs; annual director equity grants comprise restricted stock and stock options (time-based vesting) .
| Equity Element | FY 2024 Grant Value | Outstanding (12/31/2024) | Notes |
|---|---|---|---|
| Restricted Stock | $85,098 (grant-date fair value) | 1,050 shares outstanding | Director equity awards use time-based vesting; unvested shares don’t count toward ownership guideline |
| Stock Options | $84,574 (grant-date fair value) | 13,940 options outstanding | Directors prohibited from repricing; vest/exercise terms per plan |
Performance metrics for executive incentive programs (context for governance alignment): Annual EPS (25%), FCF (25%), Operating Margin (20%), Strategic/Operational goals (30%); LTIs use ROIC with rTSR modifier for NEOs; 2024 say-on-pay support was 95.7% .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Ordinary-course dealings | Independence Outcome |
|---|---|---|---|
| Tenet Healthcare Corporation | Director (2021–Present) | Board noted some directors (including Haney) serve at companies with ordinary-course buy/sell relationships with GD | None had material interest or direct compensation; Board deemed immaterial and maintained independence |
Expertise & Qualifications
- National security leadership across Strategic Command and Pacific Fleet, with emphasis on engineering, advanced technologies, and cybersecurity relevance to defense .
- Global operational and budgetary management experience; contributes to Board oversight of risk, operations, and regulatory/government relations .
- Public company governance perspective from Tenet board service .
Equity Ownership
| Measure (as of March 12, 2025 unless noted) | Amount |
|---|---|
| Common Shares Owned | 2,792 |
| Options Exercisable within 60 Days | 11,650 |
| Total Beneficial Ownership (shares + near-term options) | 14,442 |
| Ownership % of Common Stock | <1% |
| Restricted Stock Outstanding (12/31/2024) | 1,050 |
| Options Outstanding (12/31/2024) | 13,940 |
| Director Ownership Guideline | 5× annual retainer (unvested RS/stock options excluded; retain net shares until guideline met) |
| Hedging/Pledging Policy | Prohibited for directors and executive officers |
Governance Assessment
- Board effectiveness: Haney enhances oversight through deep defense, technology, and cybersecurity expertise; chairs NCGC, directly influencing board composition, governance guidelines, committee assignments, and related-person risk oversight .
- Independence & conflicts: Board explicitly assessed director relationships; ordinary-course dealings and charitable ties were below materiality thresholds; independence affirmed .
- Engagement & attendance: Strong board engagement (8 meetings; 99.6% average attendance; executive sessions after each meeting), supporting investor confidence in oversight rigor .
- Compensation alignment: Director pay structure blends cash retainers with equity (~$170k typical grant), reinforcing alignment without performance gaming; Haney modestly elected stock for part of retainer .
- RED FLAGS: None identified specific to Haney—no pledging allowed, immaterial related-party exposures, and robust committee oversight. Overboarding safeguards in place (≤4 other public boards; audit committee ≤2 other audit committees), with Haney holding one other public board seat, well within limits .
- Shareholder signals: High say-on-pay support (95.7% in 2024) indicates broad acceptance of GD’s pay-for-performance framework and governance approach .