Rudy F. deLeon
GENERAL DYNAMICSAbout Rudy F. deLeon
Rudy F. deLeon (age 72) has served on General Dynamics’ Board since 2014. A former U.S. Deputy Secretary of Defense (2000–2001), Undersecretary of Defense for Personnel & Readiness (1997–2000), and Undersecretary of the U.S. Air Force (1994–1997), he also held a senior industry role at Boeing (2001–2006) and is currently a Senior Fellow at the Center for American Progress (since 2007), bringing deep government, aerospace/defense, and regulatory expertise to GD’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Deputy Secretary of Defense | 2000–2001 | Second-highest civilian official; national security policy oversight |
| U.S. DoD | Undersecretary of Defense for Personnel & Readiness | 1997–2000 | Human capital, readiness policy leadership |
| U.S. Air Force | Undersecretary of the Air Force | 1994–1997 | Service-level policy and oversight |
| Boeing Company | Senior Vice President | 2001–2006 | Led all U.S. federal, state, and local government liaison operations; trade policy insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Center for American Progress | Senior Fellow | 2007–Present | Foreign policy and national security expertise applied to public policy |
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | Independent director; GD states each non-management director, including deLeon, is independent under NYSE standards |
| Committees | Compensation; Finance & Benefit Plans; Sustainability (all fully independent; chairs are independent) |
| Committee meeting cadence (2024) | Compensation: 4; Finance & Benefit Plans: 3; Sustainability: 1 |
| Board meetings (2024) | 8 board meetings; executive sessions of non-management directors after each meeting |
| Attendance | All directors attended ≥94.7% of their Board and committee meetings; average attendance 99.6% in 2024 |
| Board leadership | Chairman/CEO combined; robust independent Lead Director (Laura J. Schumacher) with defined authorities |
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | |
| Committee member retainers | Compensation: $12,500; Finance & Benefit Plans: $10,000; Sustainability: $10,000 | |
| Chair retainers (if applicable) | N/A (deLeon not a chair) | |
| Per diem (specific projects) | $10,000 (program level; not necessarily used) | |
| Fees earned (cash) | $157,500 | Sum aligns with retainer + three committee membership fees; deLeon also elected to take 50% of his annual retainer in stock |
| Director AD&D insurance (other comp) | $552 |
Performance Compensation
Directors at GD receive equity that is time-based (restricted stock and stock options). There are no performance metrics tied to director equity; metrics apply to executive incentives overseen by the Compensation Committee.
| Equity Element (2024) | Grant-Date Value | Position/Counts |
|---|---|---|
| Stock awards (restricted stock) | $85,098 | |
| Option awards | $84,574 | |
| Restricted stock outstanding (12/31/2024) | 1,050 shares | |
| Options outstanding (12/31/2024) | 21,420 options |
Compensation Committee oversight of executive incentive metrics (context for governance):
- Annual incentive weights: EPS 25%, FCF 25%, Operating margin 20%, Strategic/Operational goals 30% .
- PSUs: three-year ROIC target with rTSR modifier (range 0–200% of target units) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for deLeon |
| Private/non-profit/academic roles | Senior Fellow, Center for American Progress (policy think tank) |
| Noted business relationships | No related-person transactions disclosed involving deLeon; Board’s independence review found no material relationships for independent directors |
Expertise & Qualifications
- Government relations and regulatory: Senior civilian leadership at DoD; deep understanding of national security policy .
- Aerospace & defense industry: Senior VP at Boeing; insight on domestic/international operations and trade policy in regulated markets .
- Global strategy and risk oversight: Experience across defense, policy, and industry strengthens board-level strategic supervision .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | % of Class | Total Common Stock |
|---|---|---|---|---|
| Rudy F. deLeon | 5,369 | 19,130 | <1% | 24,499 |
Additional alignment policies:
- Director stock ownership guideline: ≥5× annual retainer; unvested RS/ options do not count; directors expected to retain shares until guideline met .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of GD stock by directors and executives .
Governance Assessment
- Board effectiveness: Active committee work across Compensation, Finance & Benefits, and Sustainability; all independent and chaired by independent directors, supporting robust oversight . High engagement (≥94.7% attendance; 99.6% average) and regular executive sessions strengthen independence .
- Alignment and incentives: Director compensation at GD mixes cash and time-based equity; deLeon’s 2024 total was $327,724 (cash fees $157,500; stock awards $85,098; options $84,574; other comp $552). He elected to receive 50% of his annual retainer in stock, signaling alignment .
- Independence and conflicts: GD’s Board determined deLeon is independent; no related-person transactions disclosed involving him; anti-hedging/pledging policy reduces misalignment risk .
- Ownership: Beneficial ownership is modest (<1%); options exercisable within 60 days indicate equity exposure, with formal director ownership guidelines in place .
- Pay oversight signals: As a Compensation Committee member, deLeon participates in overseeing disciplined, metrics-based executive pay (EPS, FCF, margin; PSUs tied to ROIC with rTSR), with strong shareholder support (say-on-pay approval: 95.7% in 2024; 96.2% in 2023) .
RED FLAGS: None disclosed specific to deLeon. Potential watchpoints include use of stock options in director pay (some investors prefer RSUs only), though GD prohibits repricing and requires strict ownership guidelines, mitigating risk .