Robert K. Steel
GENERAL DYNAMICSAbout Robert K. Steel
Robert K. Steel, age 73, has served as an independent director of General Dynamics since February 2021. He chairs the Board’s Sustainability Committee and serves on the Compensation and Finance & Benefit Plans Committees, bringing deep financial-market and public-policy experience from leadership roles at Perella Weinberg Partners (Vice Chairman), Wachovia (CEO/President), U.S. Treasury (Under Secretary for Domestic Finance), and Goldman Sachs (Vice Chair; Co-Head of Equities). The Board has determined that Mr. Steel is independent under NYSE and the company’s Director Independence Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners LP | Vice Chairman (2021–Present); Partner (2014–Present); Chairman of Advisory (2014–2021); CEO (2014–2019) | 2014–Present | Financial markets expertise; capital allocation; governance perspective |
| New York City | Deputy Mayor for Economic Development | 2010–2013 | Economic development oversight; public-sector regulatory and stakeholder experience |
| Wachovia Corporation | Chief Executive Officer and President | 2008–2009 | Crisis leadership; bank management and risk oversight |
| U.S. Department of the Treasury | Under Secretary for Domestic Finance | 2006–2008 | Financial regulatory frameworks; capital markets policy |
| Goldman Sachs | Vice Chairman; Co-Head of Equities Division | 1996–2004 | Market structure, trading operations, executive leadership |
| Value Reporting Foundation (now part of IFRS Foundation) | Co-Chair of the Board of Directors | Prior to consolidation into IFRS Foundation | Global sustainability/reporting standards; ESG governance insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Perella Weinberg Partners LP | Vice Chairman (Other Public Company Board) | 2021–Present | Current public company directorship |
| USHG Corp. | Director (Other Public Company Board) | 2021–Present | Current public company directorship |
| Cadence Bancorporation (now Cadence Bank) | Director | 2010–2019 | Prior public company board |
Board Governance
- Committee assignments (2025): Compensation; Finance & Benefit Plans; Sustainability (Chair). All Board committees are composed entirely of independent, non-management directors .
- Committee responsibilities and meeting cadence (2024):
- Compensation Committee: CEO/NEO pay oversight; director compensation; equity/incentive plan approvals; succession planning; 4 meetings .
- Finance & Benefit Plans Committee: Financial policy oversight; fiduciary oversight of certain plan assets; 3 meetings .
- Sustainability Committee (Chair: Robert K. Steel): Oversight of environmental, health, safety, human rights (including international defense article sales), and social matters; 1 meeting .
- Board attendance and engagement (2024): 8 Board meetings; average director attendance 99.6%; all directors attended 94.7% or more of Board/committee meetings; each Board meeting followed by non-management director executive session (led by the Lead Director) .
- Independence: The Board affirmatively determined Mr. Steel and all current non-management directors are independent .
- Sustainability governance: The fully independent Sustainability Committee, chaired by Mr. Steel, assists the Board in oversight of material sustainability risks/opportunities and best practices .
Committee Meetings (Steel’s Committees)
| Committee | 2023 Meetings | 2024 Meetings |
|---|---|---|
| Compensation | 4 | 4 |
| Finance & Benefit Plans | 3 | 3 |
| Sustainability | 1 | 1 |
Fixed Compensation
Director Compensation Structure (2024)
| Compensation Element | Amount |
|---|---|
| Annual Retainer | $125,000 |
| Lead Director Retainer | $42,500 |
| Committee Chair Retainer: Audit | $27,500 |
| Committee Chair Retainer: Compensation | $25,000 |
| Committee Chair Retainer: Finance & Benefit Plans | $20,000 |
| Committee Chair Retainer: Nominating & Corporate Governance | $20,000 |
| Committee Chair Retainer: Sustainability | $20,000 |
| Committee Member Retainer: Audit | $13,750 |
| Committee Member Retainer: Compensation | $12,500 |
| Committee Member Retainer: Finance/NCGC/Sustainability | $10,000 |
| Annual Equity Award | Approximately $170,000 (restricted stock + stock options) |
| Per Diem Fee (specific projects) | $10,000 |
- Director retainer election: In 2023, Mr. Steel elected to receive 100% of his annual retainer in Common Stock (555 shares, approx. grant date fair value $124,756) . In 2024, he is not listed among directors electing to receive retainers in stock (those listed: Nye, Stratton, Reynolds, Schumacher at 100%; deLeon 50%; Haney 10%; Hooper 20%) .
Steel’s Director Compensation (Fiscal Years)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $167,500 | $167,500 |
| Stock Awards ($) | $85,343 | $85,098 |
| Option Awards ($) | $84,514 | $84,574 |
| All Other Compensation ($) | $552 | $552 |
| Total ($) | $337,909 | $337,724 |
- All Other Compensation includes AD&D insurance; 2024 footnote also notes companion travel on a charter aircraft at zero incremental cost under company policy .
Performance Compensation
- Directors’ equity grants are time-based restricted stock and stock options under the shareholder-approved plan; no PSUs or performance metrics are specified for director awards .
- Independent compensation adviser benchmarking: Aon analyzed director compensation in early 2024; program at peer median; no changes for 2024 or 2025 .
Equity Award and Holdings Detail
| Item | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Restricted Stock Outstanding (shares) | 1,215 | 1,050 |
| Options Outstanding (awards count) | 6,740 | 8,140 |
Other Directorships & Interlocks
| Company | Role | Committee/Notes |
|---|---|---|
| Perella Weinberg Partners LP | Vice Chairman; Director | Current public board; financial services |
| USHG Corp. | Director | Current public board |
| Cadence Bancorporation (now Cadence Bank) | Director (2010–2019) | Prior public board |
- Potential interlocks/conflicts: No related-person transactions involving Mr. Steel were disclosed. The Board’s Related Person Transactions Policy (>$120,000 threshold; NCGC reviews; arm’s-length, fairness, and monitoring criteria) governs such matters; 2023 examples include transactions with BlackRock and Henry Crown entities, none involving Mr. Steel .
Expertise & Qualifications
- Capital markets and corporate finance expertise from senior roles at Perella Weinberg, Goldman Sachs, and U.S. Treasury; crisis leadership at Wachovia .
- ESG/sustainability governance experience as former Co-Chair of the Value Reporting Foundation Board (now part of IFRS Foundation) .
- Public-sector regulatory and stakeholder engagement from NYC Deputy Mayor role .
Equity Ownership
| Beneficial Owner | Shares Owned | Options Exercisable within 60 Days | Percentage of Class | Total Common Stock |
|---|---|---|---|---|
| Robert K. Steel | 2,496 | 3,865 | Less than 1% | 6,361 |
- Anti-hedging/anti-pledging: Company policy prohibits directors from hedging, shorting, trading derivatives, holding GD securities in margin accounts, or pledging GD securities; quarterly blackout periods apply .
- Director Stock Ownership Guidelines: The proxy includes a Director Stock Ownership Guidelines section; details are disclosed alongside the Director Compensation table .
Governance Assessment
- Strengths:
- Independence affirmed; committees are fully independent; Steel serves on Compensation and Finance & Benefit Plans and chairs Sustainability, aligning oversight with his expertise .
- Exceptional board engagement and oversight cadence; executive sessions at every meeting; high attendance in 2024 (avg. 99.6%), supporting board effectiveness .
- Robust policies mitigate alignment risks: anti-hedging/pledging; comprehensive related-party transaction review; independent compensation consulting (FW Cook for exec comp; Aon for director comp), with independence confirmed .
- Director compensation mix appropriately balanced with equity (restricted stock and options) and cash; benchmarking at peer median; no pay structure inflation signals for 2024–2025 .
- Potential Watch Items:
- External financial-services roles (Perella Weinberg Vice Chair) can present perceived conflicts if the firm engages GD or its subsidiaries; however, the company’s related-person policy and committee review processes provide safeguards; no Steel-related transactions disclosed .
- Sustainability Committee met once in 2024; given evolving ESG regulatory landscapes, monitoring the committee’s meeting cadence and agenda depth remains prudent, though responsibilities are well-defined and chaired by Steel with relevant expertise .
- Overall Impression: Steel’s deep financial and ESG governance experience, independent status, strong board process discipline, and balanced director pay structure support investor confidence; no director-specific red flags (attendance shortfalls, RPTs, hedging/pledging, or unusual pay practices) were disclosed .