Mark L. Burns
GENERAL DYNAMICSAbout Mark L. Burns
Mark L. Burns is Vice President of General Dynamics and President of Gulfstream Aerospace, a role he has held since July 2015 (9 years in role as of 2024) . He previously served as President, Product Support at Gulfstream from 2008–2015 and has been a Vice President of the company since February 2014 . In 2024 under Burns’ leadership, Gulfstream delivered the G700 certification and grew revenue 33% with operating earnings up 24% despite later-than-planned certification timing, while the company achieved record EPS of $13.63 and a 3-year TSR of 34.9% . Burns is 65 years old as of February 7, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gulfstream Aerospace | President, Product Support | 2008–2015 | Led global customer support; platform transitions groundwork |
| General Dynamics | Vice President of the company | Since Feb 2014 | Executive leadership across Aerospace segment |
| Gulfstream Aerospace | President | Since Jul 2015 | Oversaw G700 certification, product line expansions, service revenue records |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $856,250 | $875,000 | $893,750 |
| Target Annual Incentive (% of Salary) | N/D | 110% | 110% |
| Actual Annual Incentive Paid ($) | $1,315,000 | $1,297,000 | $1,050,000 |
Performance Compensation
Annual Incentive – FY 2024 structure and results (company-level metrics apply to NEOs)
| Metric | Weighting | Target Range | Actual | Payout (% of Target) |
|---|---|---|---|---|
| Diluted EPS | 25% | $14.21–$14.41 | $13.63 | 86.4% |
| Free Cash Flow | 25% | $3,700M–$3,800M | $3,196M | 65.9% |
| Operating Margin | 20% | 10.7%–10.9% | 10.1% | 62.5% |
| Strategic & Operational | 30% | 100% at Target | Burns score: 185% | 185% (Burns) |
Burns’ overall 2024 annual incentive was $1,050,000 (106.1% of target) on a $900,000 base and 110% target, reflecting strong strategic and operational execution despite shortfalls on financial metrics driven by external factors (supplier and certification timing) .
Long-Term Incentive (LTI) – FY 2024 grants and design
| Element | Allocation | 2024 Burns Grant | Vesting | Performance Metrics |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 50% | Target 9,015 PSUs | 3-year cliff | 3-year avg ROIC (target 13.2%) with rTSR modifier |
| Stock Options | 30% | 24,590 options @ $274.51 exercise price | 50% vests at 2 years; 50% at 3 years; 10-year term | Stock price appreciation |
| Restricted Stock | 20% | 3,605 shares | 3-year cliff | Time-based alignment with TSR |
| Total LTI Value ($) | — | $4,950,000 | — | — |
PSU track record: 2022–2024 PSU cycle paid 136% of target (ROIC 12.7% vs 12.6% target; rTSR at 81st percentile) .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares Owned (Beneficial) | 74,764 | As of March 12, 2025 |
| Options Exercisable within 60 days | 195,145 | As of March 12, 2025 |
| Options Unexercisable (Selected grants) | 24,590; 30,010; 15,505 | 2024–2026 tranches |
| Restricted Stock – not yet vested | 11,215 | Market value $2,955,040 at 12/31/2024 |
| PSUs – unearned/not vested | 29,071 | Market value $7,660,006 at 12/31/2024 |
| 2024 Option Exercises | 31,590 | Value realized $3,191,854 |
| 2024 Stock Vested | 21,917 | Value realized $6,018,804 |
| Upcoming Option Vesting (Unexercisable tranches) | 3/6/2026: 12,295; 3/6/2027: 12,295; 3/8/2025: 15,005; 3/8/2026: 15,005; 3/2/2025: 15,505 | Burns’ grants vest dates |
| PSU Release Schedule (if earned) | 2025: 12,442; 2026: 21,653; 2027: 18,293 | Burns’ PSU tranches |
Alignment policies:
- Stock ownership guidelines: NEOs must hold 8–10x base salary; CEO 15x; officers cannot sell until guidelines met; option-exercise shares must be held toward compliance .
- Anti-hedging and anti-pledging: Hedging and pledging of company stock prohibited for directors and executive officers .
- Insider trading policy: Quarterly blackout periods; prohibits derivatives, short sales, pledging, margin accounts, and multi-day limit orders .
Employment Terms
- No employment agreements with NEOs; compensation governed by committee-approved plans .
- Change-in-control agreements: Double-trigger (CIC + qualifying termination within 24 months); no excise tax gross-ups; pay cutback mechanics if excise tax triggered .
- Burns CIC economics (illustrative at 12/31/2024): Severance $4,697,334 (2.0x multiple for Burns), annual incentive $1,448,667, benefits $48,159, outplacement $10,000, financial counseling $20,000, supplemental retirement $70,519; equity acceleration estimated (options $1,894,685; restricted stock $3,559,750; PSUs $2,557,697) .
- Severance policy: New cash severance policy (Feb 2024) requires shareholder approval for cash severance >2.99x salary + annual incentive .
- Clawback policy compliant with SEC/NYSE: Recovery of excess incentive comp upon material restatement; includes equity and cash; no clawbacks implemented in 2024 .
- Perquisites 2024: $24,055 (financial planning/tax prep, home security, personal auto use; aircraft personal use not disclosed for Burns) .
- Pension: Gulfstream Aerospace Corporation Pension Plan; benefits frozen as of 12/31/2018; present value $1,151,401 at 12/31/2024; early retirement eligibility described in plan .
Performance Compensation (detail tables)
Burns’ FY 2024 Annual Incentive Determination
| Component | Base/Target | Achievement | Payout ($) |
|---|---|---|---|
| Base Salary | $900,000 | — | — |
| Target Incentive (% of Base) | 110% | — | — |
| Overall Achievement (% of Target) | 106.1% | — | — |
| Annual Incentive Payout ($) | — | — | $1,050,000 |
FY 2024 LTI Grants – Burns (issued Mar 6, 2024)
| Instrument | Target/Count | Exercise/Grant Price | Vesting |
|---|---|---|---|
| PSUs (2024–2026 cycle) | 9,015 target units | Valued at grant per ASC 718 | 3-year cliff; ROIC target 13.2% with rTSR modifier |
| Stock Options | 24,590 options | $274.51 exercise price | 50% on 2nd anniversary; 50% on 3rd; expire 3/5/2034 |
| Restricted Stock | 3,605 shares | Valued at grant per ASC 718 | Releases 3/8/2027 (3-year cliff) |
Equity Ownership & Alignment (detail)
| Category | Count | Market/Timing |
|---|---|---|
| Beneficially Owned Shares | 74,764 | As of 3/12/2025 |
| Options Exercisable ≤60 days | 195,145 | As of 3/12/2025 |
| Unexercisable Options | 24,590; 30,010; 15,505 | Vests in 2025–2027 |
| Restricted Stock Unvested | 11,215 | Releases 3/3/2025, 3/9/2026, 3/8/2027 |
| PSUs (unearned) | 29,071 | 2025–2027 release windows if earned |
| 2024 Option Exercises | 31,590; $3,191,854 realized | 2024 activity |
| 2024 Stock Vested | 21,917; $6,018,804 realized | 2024 activity |
Employment Terms (detail)
| Item | Burns-specific terms |
|---|---|
| CIC multiple | 2.0x salary + annual incentive |
| CIC payments (illustrative at 12/31/2024) | Severance $4,697,334; Annual incentive $1,448,667; Equity acceleration as noted; benefits/outplacement/counseling amounts |
| Severance policy | Shareholder approval required >2.99x cash severance |
| Clawback | SEC/NYSE-compliant; applicable to equity and cash |
| Employment agreement | None (NEOs have no employment agreements) |
| Perquisites | $24,055 in 2024; categories disclosed |
| Pension | GAC Plan; frozen; present value $1,151,401 at 12/31/2024 |
Investment Implications
- Pay-for-performance alignment is robust: Annual incentive weights EPS/FCF/margin (70%) and strategy (30%); PSU payouts linked to 3-year ROIC with rTSR modifier; 2022–2024 PSU paid 136%, reflecting outperformance and strong relative TSR .
- Retention risk appears contained: Significant unvested RS/PSUs and staged option vesting (notably March 2026/2027) create ongoing retention hooks; strict ownership and anti-hedging/pledging policies further align Burns with long-term shareholder value .
- Potential trading pressure windows: Burns exercised 31,590 options in 2024, and has option tranches vesting in March 2025–2027 plus PSU releases; blackout periods and holding requirements mitigate near-term selling pressure, but calendar windows around vesting dates can be watched .
- Compensation trajectory cooled in 2024 vs 2023 on missed internal financial targets (AIP down to $1.05M from $1.30M), yet Gulfstream operational execution advanced (G700 certification; 33% revenue growth), which supports medium-term Aerospace profit recovery under Burns .
- Governance and risk: Double-trigger CIC (2.0x for Burns) without tax gross-ups is shareholder-friendly; a related-person item notes an immediate family member employed by a GD subsidiary (~$120k compensation), reviewed and approved under policy .
Note: Education was not disclosed in company filings reviewed.