Richard D. Clarke
GENERAL DYNAMICSAbout Richard D. Clarke
Richard D. Clarke, age 62, has served as an independent director of General Dynamics since February 2023. A retired four-star U.S. Army General, he led U.S. Special Operations Command (USSOCOM) and brings deep expertise in global security, strategic risk assessment, and large-scale operational leadership relevant to the defense industry . The Board has determined Clarke is independent under NYSE rules and the company’s Director Independence Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Special Operations Command (USSOCOM) | Commander | 2019–2022 | Led 75,000+ joint force; $25B+ annual operating budget; advised DoD on human capital, strategy and mission risks |
| Joint Staff (Department of Defense) | Director for Strategy, Plans and Policy (J5) | 2016–2019 | Strategic planning and policy leadership at the Pentagon |
| 82nd Airborne Division | Commander | 2014–2016 | Commanded major combat unit; extensive operational leadership |
| U.S. Military Academy at West Point | 74th Commandant of Cadets | 2013–2014 | Leadership development and training oversight |
| 10th Mountain Division | Deputy Commanding General for Operations | 2011–2013 | Operational command; 10+ combat deployments in Iraq and Afghanistan over career |
| U.S. Army | Career Officer | 1984–2022 | Nearly 4 decades leading complex organizations at every level, including 15+ years internationally |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | — | Proxy nominee table shows no other public boards for Clarke |
| Charitable/non-profit affiliations | Board/trustee roles (various) | 2024 relationships | Board reviewed non-profit relationships; payments/contributions fell below independence thresholds; deemed immaterial |
Board Governance
- Committee assignments: Finance and Benefit Plans Committee member; Nominating and Corporate Governance Committee member. Chairs: Catherine B. Reynolds (FBPC) and Cecil D. Haney (NCGC). 2024 meetings: FBPC (3), NCGC (3) .
- Independence: Board determined Clarke and all non-management directors are independent under NYSE rules and company guidelines .
- Attendance and engagement: 8 Board meetings in 2024; average director attendance 99.6%; all directors attended at least 94.7% of their Board and committee meetings; each Board meeting followed by non-management executive sessions chaired by the Lead Director .
- Ordinary-course business relationships: Some nominees (including Clarke) serve(d) as directors of companies with ordinary-course sales/purchases with GD; none had material interest or received direct compensation related to such relationships .
Fixed Compensation
| Element | Amount |
|---|---|
| Annual director cash retainer | $125,000 |
| Lead Director retainer | $42,500 |
| Committee chair retainers | Audit $27,500; Compensation $25,000; FBPC/NCGC/Sustainability $20,000 |
| Committee member retainers | Audit $13,750; Compensation $12,500; FBPC/NCGC/Sustainability $10,000 |
| Annual equity award (non-employee directors) | Approximately $170,000 on grant date (restricted stock + stock options) |
| Per diem fee for specific projects | $10,000 |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Richard D. Clarke | 141,250 | 85,098 | 84,574 | 552 | 311,474 |
Notes:
- Equity award components for non-employee directors consist of restricted stock and stock options under the shareholder-approved plan, on the same terms/schedule as other plan participants .
- Retainer paid in stock elections: Clarke is not listed among directors who elected to receive retainer in Common Stock, indicating he received the retainer in cash in 2024 .
Performance Compensation
| Component | Structure | Metrics | Vesting/Terms |
|---|---|---|---|
| Annual director equity | Restricted stock + stock options | No performance metrics disclosed for director equity | Granted under plan; “same terms, limits and schedule” as other plan participants (specific vesting not detailed in proxy) |
| Restricted stock outstanding (12/31/2024) | 685 shares (Clarke) | — | Balance outstanding as of year-end; may reflect cumulative grants |
| Options outstanding (12/31/2024) | 3,180 options (Clarke) | — | Balance outstanding as of year-end; plan terms apply |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Clarke |
| Interlocks (commercial) | Directors including Clarke serve(d) at companies with ordinary-course sales/purchases with GD; no material interest or direct compensation tied to these relationships |
| Non-profit/charitable | Board reviewed various affiliations for independence; all below thresholds (greater of $1 million or 2% of the other entity’s revenue) |
Expertise & Qualifications
- Defense and security leadership: USSOCOM commander; extensive global deployments and combat operations, advising on strategy, mission risks, and human capital .
- Strategic and risk assessment: Practical considerations in defense industry risk analyses; oversight of large budgets and complex organizations .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | Total Common Stock | % of Class |
|---|---|---|---|---|
| Richard D. Clarke | 1,015 | 890 | 1,905 | <1% |
Ownership alignment policies:
- Director stock ownership guidelines: Non-management directors must own GD stock worth at least five times the annual retainer; unvested restricted stock and stock options (vested or not) do not count; directors should retain shares from vesting/exercise until guidelines are met .
- Hedging/pledging prohibited: Company prohibits hedging and pledging of GD stock by directors and executive officers .
Shareholder Voting Signal (2025 Annual Meeting)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Richard D. Clarke | 209,053,938 | 4,785,903 | 180,982 | 25,159,864 |
Say-on-Pay (company-wide, advisory):
- For: 205,330,847; Against: 8,253,825; Abstain: 436,151; Broker Non-Votes: 25,159,864 .
Governance Assessment
- Strengths: Independent director; service on Finance and Benefit Plans and Nominating & Corporate Governance committees with clear risk and governance oversight mandates ; high Board engagement and attendance (99.6% average; ≥94.7% for all directors) ; robust ownership alignment via 5x retainer guideline and anti-hedging/pledging policy ; significant shareholder support for Clarke’s election at the 2025 Annual Meeting .
- Potential conflicts: Ordinary-course commercial and non-profit relationships were assessed and deemed immaterial under independence thresholds; no material related-party exposure noted for Clarke .
- Compensation alignment: Director pay program benchmarked by Aon; at peer median; mix of cash retainer and equity (restricted stock and options) without performance metrics, which is typical for directors; no changes recommended for 2025, limiting pay inflation risk .
- Red flags: None identified in the proxy regarding attendance shortfalls, related-party transactions, hedging/pledging, or low shareholder support for Clarke .