John G. Stratton
GENERAL DYNAMICSAbout John G. Stratton
Independent director of General Dynamics since February 2020; age 64. Current Executive Chairman of Frontier Communications Parent, Inc.; previously held senior operating roles at Verizon including EVP and President of Global Operations, and COO of Verizon Wireless. At GD, he serves on the Audit Committee and the Finance and Benefit Plans Committee; the Board has determined he is independent under NYSE and company guidelines, and he brings technology/cybersecurity and large-scale operations expertise relevant to GD’s risk and strategy oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | EVP & President, Global Operations; EVP & President, Global Enterprise & Consumer Wireline; EVP & President, Verizon Enterprise Solutions; EVP & COO, Verizon Wireless | 2010–2018 (various) | Led global operations in regulated telecom; deep experience in technology, cybersecurity, and risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frontier Communications Parent, Inc. | Executive Chairman of the Board | 2021–Present | Public company; current executive chair |
| Abbott Laboratories | Director | 2017–Present | Public company board service |
Board Governance
- Committee assignments: Audit Committee member (8 meetings in 2024) and Finance & Benefit Plans Committee member (3 meetings in 2024) .
- Independence: The Board determined all non-management directors, including Stratton, are independent; related relationships were reviewed and deemed immaterial and below thresholds (greater of $1M or 2% of other company revenue) .
- Attendance and engagement: GD held 8 Board meetings in 2024; average director attendance was 99.6%, and all directors attended ≥94.7% of their Board/committee meetings. Each Board meeting was followed by an executive session of non-management directors .
- Board leadership and safeguards: Lead Independent Director (Laura J. Schumacher) with robust authorities; prohibition on hedging and pledging by directors; overboarding limits (≤4 other public boards; audit committee members ≤2 other audit committees) .
Fixed Compensation
| Element | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer | $125,000 | |
| Audit Committee member retainer | $13,750 | |
| Finance & Benefit Plans Committee member retainer | $10,000 | |
| Annual equity award (directors, standard) | Approximately $170,000 (restricted stock and stock options) | |
| 2024 actual fees earned/paid in cash – Stratton | $148,750 | |
| 2024 stock awards – Stratton | $85,098 | |
| 2024 option awards – Stratton | $84,574 | |
| 2024 all other compensation – Stratton | $552 (AD&D insurance; companion travel at $0 incremental cost) | |
| 2024 total – Stratton | $318,974 |
Notable alignment choice: Stratton elected to receive 100% of his annual retainer in GD common stock; he received 437 shares with approx. grant-date fair value of $124,373 .
Performance Compensation
- GD does not use performance-conditioned incentive pay for non-management directors. Annual director equity is granted as time-based restricted stock and stock options (no director-specific performance metric table applies) .
Other Directorships & Interlocks
| Company | Relationship to Stratton | Potential Interlock/Business with GD | Board’s Determination |
|---|---|---|---|
| Frontier Communications Parent, Inc. | Executive Chairman | Directors (including Stratton) may serve at companies that buy from/sell to GD; such ordinary-course relationships were reviewed | Board found no material interest and relationships immaterial and below thresholds; independence affirmed |
| Abbott Laboratories | Director | Same as above | Same as above |
Expertise & Qualifications
- Strategic and operational leadership of large, regulated, technology-intensive enterprises; deep familiarity with technology and cybersecurity risks and opportunities; experience managing global operations and risk in regulated markets—capabilities specifically cited by GD as valuable to Board oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned (beneficial) | 7,672 | As of March 12, 2025 |
| Options exercisable within 60 days | 9,060 | As of March 12, 2025 |
| Total beneficial ownership (shares + exercisable options) | 16,732 | As of March 12, 2025; <1% of class |
| Options outstanding (total) | 11,350 | As of Dec 31, 2024 (director options outstanding) |
| Estimated unexercisable options | 2,290 | Difference between total outstanding (11,350) and exercisable within 60 days (9,060); derived from cited figures |
| Restricted stock outstanding | 1,050 | As of Dec 31, 2024 (director RS) |
| Director stock ownership guideline | ≥5x annual retainer | Unvested RS and options not counted; retention of shares until guideline met |
| Hedging/pledging | Prohibited for directors and executives | Policy prohibition; insider trading policy prohibits pledging and hedging |
Governance Assessment
- Board effectiveness and independence: Stratton strengthens audit and financial policy oversight through his Audit and Finance & Benefit Plans roles; independence affirmed after review of ordinary-course relationships; no Stratton-specific related person transactions disclosed .
- Alignment and incentives: Election to take 100% of cash retainer in stock signals alignment; ongoing equity (RS + options) supports ownership over time; stringent 5x retainer guideline and anti-hedging/pledging policy further align interests .
- Engagement/attendance: Board attendance is exceptionally high, and all directors met or exceeded 94.7% attendance; repeated executive sessions ensure independent oversight—both positive signals for board diligence .
- Conflicts and interlocks: Service at Frontier and Abbott was reviewed under independence standards; any GD business with companies where directors serve was ordinary course and immaterial; independence maintained—no red flags identified .
- Capacity/overboarding: GD limits outside boards to ≤4; audit members ≤2 other audit committees, mitigating overboarding risk; no exceptions disclosed relating to Stratton .
RED FLAGS: None disclosed specific to Stratton. No pledging/hedging, no related-party transactions, and independence affirmed after review of relevant relationships .