Mark M. Malcolm
GENERAL DYNAMICSAbout Mark M. Malcolm
Independent director of General Dynamics; age 71; director since August 2015. Former President & CEO of Tower International (2007–2016), Senior Advisor at Cerberus Capital Management (2006–2007), EVP & Controller at Ford Motor Credit (2004–2005), and Director of Finance & Strategy, Global Purchasing at Ford Motor Company (2002–2004). Designated by the Board as an Audit Committee Financial Expert based on extensive financial reporting and public company governance experience. Committees: Audit; Finance and Benefit Plans.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tower International, Inc. | President & CEO | 2007–2016 | Led public company operations; deep experience in evaluating financial results and accounting principles. |
| Cerberus Capital Management | Senior Advisor | 2006–2007 | Risk management and global supply chain insights. |
| Ford Motor Credit | EVP & Controller | 2004–2005 | Financial reporting and control expertise. |
| Ford Motor Company (Global Purchasing) | Director of Finance & Strategy | 2002–2004 | Public company financial reporting processes and strategy. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list any current public company boards for Malcolm. |
Board Governance
- Independence: The Board determined Malcolm is an independent director under NYSE rules and GD’s Director Independence Guidelines.
- Committee assignments: Audit Committee; Finance and Benefit Plans Committee. Not a chair; identified as an Audit Committee Financial Expert.
- Committee meeting cadence (2024): Audit (8); Finance & Benefit Plans (3). Board held 8 meetings; each followed by an executive session of non‑management directors.
- Attendance and engagement: Average director attendance in 2024 was 99.6%; all directors attended at least 94.7% of their Board and committee meetings.
- Overboarding controls: GD policy limits directors to ≤4 other public company boards; Audit Committee members may serve on ≤2 other public company audit committees.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash fees paid (Malcolm, FY2024) | $148,750 | Includes Board retainer and committee member fees (Malcolm did not elect retainer in stock). |
| Annual Board retainer (program) | $125,000 | Non‑management director compensation schedule. |
| Audit Committee member retainer (program) | $13,750 | Per director. |
| Finance & Benefit Plans Committee member retainer (program) | $10,000 | Per director. |
| All other compensation (Malcolm, FY2024) | $552 | AD&D insurance; companion travel on charter aircraft at $0 incremental cost. |
Performance Compensation
| Element | Amount (FY2024) | Structure |
|---|---|---|
| Stock awards (grant-date fair value) | $85,098 | Restricted stock granted under shareholder-approved plan; same terms/limits/schedule as other plan participants. |
| Option awards (grant-date fair value) | $84,574 | Stock options; valuation per FASB ASC 718; same plan terms as other participants. |
| Annual equity award (program) | ~$170,000 | Delivered via restricted stock and stock options on date of award. |
- Restricted stock outstanding as of 12/31/2024: 1,050 shares for Malcolm.
- Option awards outstanding as of 12/31/2024: 22,630 options for Malcolm.
- Performance metrics: No performance conditions disclosed for director equity; awards are time‑based RS and options (no TSR/ESG hurdles disclosed for directors).
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not report other public company directorships for Malcolm; no interlocks identified. |
Expertise & Qualifications
- Financial acumen from controllership and CEO roles; deep understanding of public company financial reporting and governance.
- Audit Committee Financial Expert designation (SEC Item 407(d)).
- Experience relevant to GD risk oversight: risk management, global supply chain management, and complex business issues.
Equity Ownership
| Ownership as of March 12, 2025 | Amount | % of Class |
|---|---|---|
| Shares owned (beneficial) | 9,957 | <1% (less than 1%). |
| Options exercisable within 60 days | 20,340 | <1% (less than 1%). |
| Total common stock (shares + options within 60 days) | 30,297 | <1% (less than 1%). |
- Director stock ownership guideline: Expected to own GD shares worth at least 5× annual retainer; unvested RS and options do not count; directors should retain vested shares until guideline is met.
- Hedging/pledging policy: Hedging and pledging of GD common stock by directors and executive officers is prohibited.
Governance Assessment
- Committee effectiveness: Malcolm serves on Audit and Finance & Benefit Plans—two committees central to financial integrity and capital/benefit oversight; his “financial expert” status enhances Audit oversight quality.
- Alignment and incentives: Balanced director pay mix (~$149k cash; ~$170k equity via RS/options); equity delivery aligns director interests with shareholders without performance metrics (typical for directors).
- Independence and conflicts: Affirmatively determined independent; proxy lists related‑person transactions (e.g., BlackRock, family members of certain NEOs) but none involve Malcolm—low conflict exposure.
- Engagement: Board held 8 meetings with executive sessions after each; directors averaged 99.6% attendance and ≥94.7% individually—supports strong oversight cadence.
- Red flags: None identified specific to Malcolm—no related‑party transactions, no pledging/hedging, no overboarding noted, not chairing committees where consultant conflicts may arise.
Overall signal: Malcolm’s tenure, audit expertise, and dual finance-related committee service support board effectiveness and investor confidence, with standard director equity alignment and no disclosed conflicts or attendance concerns.