Charles W. Hooper
GENERAL DYNAMICSAbout Charles W. Hooper
Independent director of General Dynamics (GD) since June 2023; age 67. Retired U.S. Army Lieutenant General, former Director of the Defense Security Cooperation Agency (DSCA, 2017–2020), and Senior Counselor at The Cohen Group (2020–present). He brings deep geopolitical, U.S.-allied security cooperation, and U.S.–China defense policy expertise to GD’s board and serves on the Audit and Nominating & Corporate Governance Committees. Other public company board: APA Corporation (since 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DSCA (DoD) | Director | 2017–2020 | Oversaw ~20,000 personnel globally and >$50B annual foreign military sales; significant security cooperation and compliance oversight . |
| U.S. Army | Lieutenant General; multiple commands | 1979–2020 | Senior leadership across commands; international postings shaped policy execution and risk management . |
| U.S. Defense Attaché, Egypt | Defense Attaché | 2014–2017 | Managed bilateral defense relations; geopolitical risk navigation . |
| U.S. Africa Command | Director of Strategy, Plans & Programs | 2011–2014 | Strategic planning across continent-level operations . |
| U.S. Indo-Pacific Command | Deputy Director, Strategic Planning & Policy | 2009–2011 | Indo-Pacific strategic posture; U.S.–allied alignment . |
| U.S. Defense Attaché, PRC | Defense Attaché | 2007–2009 | U.S.–China military relations; technology and cybersecurity implications . |
| OSD (Policy) | Senior Director for China, Taiwan & Mongolia | 2001–2003 | Regional defense policy leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Cohen Group | Senior Counselor | 2020–present | Advisory firm; geopolitical and government relations expertise . |
| APA Corporation | Director | 2022–present | Upstream energy; adds global operations and capital allocation perspective . |
Board Governance
- Committees: Audit; Nominating & Corporate Governance (NCGC). Audit met 8 times in 2024; NCGC met 3 times. Audit oversight includes ethics program, internal control, and external auditor; NCGC oversees board effectiveness, assignments, governance guidelines, and related person transactions .
- Independence: Board determined Hooper is independent under NYSE and GD guidelines; all committees are fully independent .
- Attendance: GD directors averaged 99.6% attendance in 2024; all serving directors attended ≥94.7%; each board meeting followed by an executive session of non-management directors .
- Lead Independent Director: Laura J. Schumacher; robust lead director authorities and executive session leadership .
- Overboarding guardrails: GD limits total outside boards and audit committee service; Hooper serves on one other public board, within policy .
Fixed Compensation
| Element (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 143,594 | Includes board and committee retainers; Hooper elected to receive 20% of annual retainer in GD common stock (86 shares; grant-date value $24,483) . |
| All Other Compensation | 552 | AD&D insurance; companion travel noted with $0 incremental cost to GD per policy . |
Program-level context for directors:
- Annual cash retainer $125,000; committee member retainers: Audit $13,750; NCGC $10,000; annual equity award ~ $170,000 at grant; chair fees apply to committee chairs (not applicable to Hooper) .
Performance Compensation
| Equity Component (2024) | Grant-Date Fair Value ($) | Structure |
|---|---|---|
| Stock Awards (Restricted Stock) | 85,098 | Time-based restricted stock; same plan terms/schedule as other plan participants . |
| Option Awards | 84,574 | Stock options; equity awards on pre-set grant dates; no performance conditions for director grants . |
Performance metrics for director compensation are not disclosed; GD’s performance-conditioned PSUs apply to executives (ROIC and rTSR), not non-management directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| APA Corporation | Director | GD’s independence determinations reviewed ordinary-course transactions with companies where directors serve; no material interests identified; payments were below materiality thresholds (greater of $1M or 2% of other company revenue) . |
Expertise & Qualifications
- Geopolitical, security cooperation, and government relations across multiple theaters (Africa, Indo-Pacific, China) .
- Oversight of large-scale defense sales and compliance (DSCA leadership) .
- Exposure to technology and cybersecurity risk in national security contexts; relevant to Audit Committee ethics and controls oversight .
- Public company board experience (APA) supporting governance literacy .
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Beneficially Owned Shares | 956 | March 12, 2025 | Sole voting/investment power unless shared with spouse . |
| Options Exercisable within 60 Days | 0 | March 12, 2025 | 0 counted for beneficial ownership window . |
| Total Beneficial Ownership | 956 | March 12, 2025 | <1% of class . |
| Restricted Stock Outstanding | 540 | Dec 31, 2024 | Director-level outstanding RS count . |
| Options Outstanding | 2,540 | Dec 31, 2024 | Director-level outstanding options count . |
| Director Stock Ownership Guideline | 5× annual retainer | Policy | Unvested RS and options not counted; retain shares until guideline met . |
| Anti-hedging/Anti-pledging | Prohibited | Policy | Applies to directors and executive officers . |
Insider trades:
- 09/16/2025: Received 19 shares as payment in lieu of fees; reported per-share value $326.97; beneficial ownership reported as 1,020 shares after transaction .
Governance Assessment
- Strengths:
- Independence confirmed; service on Audit and NCGC positions him at the core of ethics, controls, and governance oversight .
- High board engagement culture (average 99.6% attendance; executive sessions after every meeting) supports effective oversight and independent challenge .
- Director equity mix (restricted stock and options) and stock ownership guidelines enhance alignment; hedging/pledging prohibited, reducing misalignment risk .
- Overboarding limits and annual majority voting standard bolster governance quality .
- Watch items / potential conflicts:
- Beneficial ownership is modest versus guideline; individual compliance status not disclosed—monitor future Forms 4 and proxy disclosures for guideline attainment .
- Ordinary-course transactions with companies where directors serve were reviewed and deemed immaterial; continue monitoring related-person transaction disclosures for changes in magnitude or nature .
- Not designated an Audit Committee Financial Expert; relies on committee experts (Malcolm, Nye, Reynolds) for technical accounting depth; he contributes primarily geopolitical/regulatory expertise .
- Shareholder confidence signals:
- GD’s 2024 say-on-pay support at 95.7% and robust shareholder engagement suggest strong governance credibility with investors .
- Clawback, double-trigger CIC, strict ownership/anti-hedge/pledge policies reduce misaligned incentives and reputational risk .
Overall, Hooper’s defense policy and global security competency are well matched to Audit/NCGC oversight needs. Ownership alignment is structured but should be monitored for guideline attainment; no material conflicts are identified, with ordinary-course transactions reviewed under GD’s policy .