Laura J. Schumacher
GENERAL DYNAMICSAbout Laura J. Schumacher
Independent Lead Director of General Dynamics since 2023; director since February 2014. Age 61. Former Vice Chairman, External Affairs and Chief Legal Counsel at AbbVie (2018–2022) and Executive Vice President, External Affairs and General Counsel at AbbVie (2013–2018); previously Executive Vice President, General Counsel and Secretary at Abbott Laboratories (2007–2012). Brings deep legal, regulatory, governance, and transaction experience (including leading AbbVie’s separation from Abbott) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | Vice Chairman, External Affairs and Chief Legal Counsel | 2018–2022 | Led legal/governance and external affairs for a large, regulated healthcare company; deep risk management experience |
| AbbVie Inc. | Executive Vice President, External Affairs and General Counsel | 2013–2018 | Oversaw legal, regulatory and governance; experience with strategic considerations in highly regulated industry |
| Abbott Laboratories | Executive Vice President, General Counsel and Secretary | 2007–2012 | Extensive legal/corporate governance leadership; public company governance insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Director | 2020–Present | Current public company directorship |
Board Governance
- Independence: The Board determined Schumacher qualifies as an independent director under NYSE rules and GD’s guidelines; independence reviewed annually with relationships assessed and found immaterial .
- Lead Director: Elected annually; authorities include approving agendas, overseeing Board/CEO performance evaluations, chairing executive sessions, calling meetings of non-management directors, liaising with shareholders, and retaining advisors .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee . Compensation Committee responsibilities include CEO/NEO evaluation and pay, director pay, incentive/equity plans, succession planning, and retaining independent advisors .
- 2024 Board engagement: 8 Board meetings; each followed by non-management executive session; average director attendance 99.6%; all directors attended ≥94.7% of meetings; 100% director attendance at the 2024 Annual Meeting .
- Overboarding/retirement policies: Directors may not serve on >4 other public boards; Audit Committee members may not serve on >2 other public company audit committees; typical retirement after age 75 (Bylaws prohibit standing for election after 78) .
Fixed Compensation (Director)
| Compensation Element | Standard Amounts | Source |
|---|---|---|
| Annual cash retainer | $125,000 | |
| Lead Director retainer | $42,500 | |
| Committee chair (Audit) | $27,500 | |
| Committee chair (Compensation) | $25,000 | |
| Committee chair (Finance & Benefit Plans, Nominating & Corporate Governance, Sustainability) | $20,000 | |
| Committee member (Audit) | $13,750 | |
| Committee member (Compensation) | $12,500 | |
| Committee member (Finance & Benefit Plans, Nominating & Corporate Governance, Sustainability) | $10,000 | |
| Annual equity award (directors) | Approximately $170,000 grant-date value | |
| Per diem for specific projects | $10,000 |
| 2024 Director Compensation (Laura J. Schumacher) | Amount (USD) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $202,500 | |
| Stock Awards | $85,098 | |
| Option Awards | $84,574 | |
| All Other Compensation (AD&D, companion travel with $0 incremental cost) | $552 | |
| Total | $372,724 | |
| Election to receive annual retainer in stock (100%) | Yes (437 shares; approx. $124,373 grant-date fair value) |
Performance Compensation (Director)
- Equity mix: Annual director equity award consists of restricted stock and stock options under the shareholder-approved plan; same terms/limits/schedule as other plan participants .
- Outstanding awards (12/31/2024): Restricted stock outstanding 1,050 shares; options outstanding 23,990 .
- Hedging/pledging: GD prohibits hedging and pledging of Common Stock by directors and executive officers (alignment-focused policy) .
| Outstanding Director Equity (Laura J. Schumacher, 12/31/2024) | Count | Source |
|---|---|---|
| Restricted Stock Outstanding | 1,050 shares | |
| Options Outstanding | 23,990 options |
Other Directorships & Interlocks
| Company | Relationship to GD | Board’s Independence Assessment |
|---|---|---|
| CrowdStrike Holdings, Inc. | Schumacher serves as director | The Board considered directors’ roles at companies to which GD sells/purchases in ordinary course and related person transactions; all relationships in 2024 fell below thresholds (greater of $1 million or 2% of the other company’s revenue) and were deemed immaterial . |
Expertise & Qualifications
- Legal, regulatory, and governance expertise from chief legal roles at AbbVie and Abbott; deep risk management knowledge for public companies .
- Led complex corporate transactions, including AbbVie’s separation from Abbott Laboratories (demerger execution experience) .
- Strategic insight into highly regulated industries; contributes to board oversight on legal/regulatory risks and corporate governance .
Equity Ownership
| Beneficial Ownership (as of March 12, 2025) | Shares | Options Exercisable within 60 Days | Percent of Class | Total |
|---|---|---|---|---|
| Laura J. Schumacher | 11,424 | 19,130 | <1% | 30,554 |
- Director stock ownership guidelines: Non-management directors are expected to own GD shares valued at least 5× their annual retainer; unvested restricted stock and options do not count; must retain shares until guideline met .
- Anti-hedging/anti-pledging policies apply to directors .
Governance Assessment
- Strengths: Independent Lead Director with robust authorities; strong committee leadership (Compensation Chair) and governance experience . Board-level attendance and engagement metrics are strong (99.6% average; executive sessions after every meeting) . Ownership alignment via strict director guidelines and prohibition on hedging/pledging . Overboarding limits and retirement policies reduce capacity and entrenchment risks . Independence affirmed with immaterial relationships per explicit thresholds .
- Compensation Committee effectiveness: Committee membership (Schumacher as Chair; deLeon; Nye; Steel) disclosed; uses independent consultant (FW Cook); independence reviewed with no conflicts; oversight of pay-for-performance metrics (EPS, FCF, operating margin, ROIC, rTSR) and succession planning .
- Shareholder signals: 2024 say‑on‑pay support was 95.7%, indicating strong investor confidence in compensation governance .
- Potential risk considerations: Service on other boards monitored under GD’s capacity policy; Board annually reviews independence with transactions kept below quantitative thresholds; no hedging/pledging and strong ownership guidelines mitigate misalignment risks .
- RED FLAGS: None identified in proxy for Schumacher—no related-party transactions, independence affirmed, and strong attendance metrics at board level .
Insider Trades
- Attempted to retrieve recent Form 4 transactions and current ownership via the insider-trades skill for “Laura Schumacher” at GD for 2024–2025; request returned 401 Unauthorized from the proxy API, so no incremental Form 4 data could be incorporated beyond proxy disclosures. We proceeded using the proxy’s Security Ownership table for beneficial holdings [insider-trades SKILL; tool run error].