James N. Mattis
GENERAL DYNAMICSAbout James N. Mattis
James N. Mattis, age 74, is an independent director of General Dynamics (GD) and has served since August 2019 (previously 2013–2017). He is Senior Counselor at The Cohen Group and formerly served as U.S. Secretary of Defense (2017–2019) and retired as a U.S. Marine Corps General (service 1969–2013), including commands at U.S. Central Command, U.S. Joint Forces Command, and NATO Supreme Allied Commander Transformation. His credentials emphasize strategic leadership, international and government affairs, and cybersecurity/advanced technologies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | U.S. Secretary of Defense | 2017–2019 | Strategic leadership of defense policy and operations |
| U.S. Central Command | Commander | 2010–2013 | Oversight of operational strategy in key theaters |
| U.S. Joint Forces Command | Commander | 2007–2010 | Joint readiness and transformation |
| NATO | Supreme Allied Commander Transformation | 2007–2009 | Alliance-level transformation and technology adoption |
| U.S. Marine Corps | Retired General | 1969–2013 | Senior uniformed leadership across commands |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Cohen Group | Senior Counselor | 2019–Present | Advisory role on global strategy and government affairs |
| Other public company boards | None disclosed | — | No other public company boards listed in GD’s 2025 proxy |
Board Governance
- Independence: The Board determined Mr. Mattis and all non-management directors are independent under NYSE and GD guidelines . The Board reviewed ordinary-course business relationships and found them immaterial under thresholds (greater of $1M or 2% of the other company’s revenue) .
- Committees: Audit Committee member (8 meetings in 2024) and Nominating & Corporate Governance Committee member (3 meetings in 2024) .
- Attendance and engagement: GD held 8 Board meetings in 2024; average director attendance was 99.6%, with executive sessions of independent directors following each meeting .
- Lead Independent Director structure and executive sessions: Robust lead director authorities and regular executive sessions provide additional independent oversight .
Fixed Compensation
| Element | 2024 Amount (Mattis) | Structure/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $148,750 | Includes annual retainer and committee member fees |
| All Other Compensation | $552 | AD&D insurance and zero incremental cost companion travel per policy |
Director fee schedule (2024):
- Annual retainer: $125,000; Lead Director retainer: $42,500
- Committee chair retainers: Audit $27,500; Compensation $25,000; Finance/Nominating/Sustainability $20,000
- Committee member retainers: Audit $13,750; Compensation $12,500; Finance/Nominating/Sustainability $10,000
Performance Compensation
| Equity Component | 2024 Amount (Mattis) | Vesting / Terms |
|---|---|---|
| Stock Awards (Restricted Stock) | $85,098 | Restricted stock with three-year cliff vesting; director awards follow same plan terms as other participants |
| Option Awards | $84,574 | Options vest 50% at year 2 and 50% at year 3; 10-year term; no repricing without shareholder approval |
Outstanding director equity (as of 12/31/2024):
- Restricted stock outstanding: 1,050 shares
- Options outstanding: 12,330 options
Company-wide executive incentive metrics overseen by the Compensation Committee (context for pay-for-performance governance):
| Metric | Target Range (100% payout) | 2024 Actual | Payout vs Target |
|---|---|---|---|
| Diluted EPS | $14.21–$14.41 | $13.63 | 86.4% of target |
| Free Cash Flow (FCF) | $3,700M–$3,800M | $3,196M | 65.9% of target |
| Operating Margin | 10.7%–10.9% | 10.1% | 62.5% of target |
Weights for annual incentive framework used for executives: EPS 25%, FCF 25%, Operating Margin 20%, Strategic/Operational goals 30% .
Other Directorships & Interlocks
- Other public company boards: None listed for Mr. Mattis .
- Ordinary-course business relationships: The Board reviewed that certain directors (including Mr. Mattis) serve/served with companies to/from which GD sells/purchases in the ordinary course; none had material interest or direct compensation from such relationships .
Expertise & Qualifications
- Strategic leadership in U.S. and foreign military operations; government affairs; defense industry; advanced technologies and cybersecurity .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned | 3,268 |
| Options exercisable within 60 days | 10,040 |
| Total beneficial ownership (shares + options exercisable) | 13,308 |
| Ownership as % of class | <1% (asterisked by GD) |
Director stock ownership guidelines and policies:
- Non-management directors expected to own at least 5x annual retainer; unvested RS and options (vested or not) are not counted; directors retain net shares until guidelines are met .
- Prohibitions: Hedging and pledging of GD stock prohibited for directors and officers; robust insider trading policy and blackout periods .
Governance Assessment
- Committee assignments align with Mattis’ strategic/military expertise (Audit; Nominating & Corporate Governance), supporting board effectiveness in risk oversight, governance, and ethics .
- Independence and engagement are strong: 99.6% average attendance; executive sessions after each meeting; fully independent committee chairs; 12 of 13 nominees independent in 2025 .
- Pay-for-performance oversight: Compensation Committee maintains formulaic annual incentive metrics and multi-year PSU design (ROIC with rTSR modifier), supporting alignment with shareholder value creation; say-on-pay support was 95.7% in 2024 .
- Risk management and ethics: Board and committees maintain comprehensive risk oversight (including cybersecurity) and a related-person transaction policy; no material related-party exposure tied to Mr. Mattis .
- RED FLAGS: None evident specific to Mr. Mattis; GD prohibits hedging/pledging; director attendance high; no related-party transactions involving him disclosed .
Additional context: GD’s retirement policy typically limits elections after age 75, with bylaws prohibiting elections after age 78 (Board may recommend exceptions for significant benefit to the company) . In 2023, the Board approved an exception for Mr. Mattis given his unique expertise, with his recusal from deliberations and votes—demonstrating governance rigor alongside flexibility in board refreshment .