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We have elected to take advantage of the Securities and Exchange Commission’s rule that allows us to furnish our proxy materials to our stockholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. On or about March 24, 2017, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our stockholders. This Notice contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders online. You will not receive a printed copy of these materials, unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials. For those participants who hold shares of the Company’s common stock in the Aerojet Rocketdyne Retirement Savings Plan, you will receive a full set of annual meeting materials and a proxy card by mail.



TIME:	9:00 a.m. Pacific Time on Thursday, May 4, 2017
PLACE:	Online at ajrd.onlineshareholdermeeting.com
ITEMS OF BUSINESS:	1. To elect eight directors to our Board of Directors to serve until the 2018 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

	2. To consider and approve an advisory resolution to approve executive compensation;

	3. To consider and act upon an advisory vote on the frequency of the advisory vote regarding the resolution to approve executive compensation;

	4. To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending December 31, 2017; and

	5. To consider and act on such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

RECORD DATE:	You are entitled to vote at the 2017 Annual Meeting if you were a stockholder of record at the close of business on March 8, 2017.

VIRTUAL ANNUAL MEETING ADMISSION:	Stockholders of record on the record date will be able to participate in the 2017 Annual Meeting of Stockholders via the Internet by visiting ajrd.onlineshareholdermeeting.com. To participate in the meeting, you will need the control number included on your Notice of Internet Availability, on your proxy card, or on the instructions that accompanied your proxy materials.

PROXY VOTING:	It is important that your shares be represented and voted at the meeting. You may vote your shares by voting electronically at the meeting by visiting ajrd.onlineshareholdermeeting.com and following the instructions, by Internet, by telephone or by completing, signing, dating and returning a proxy card which will be mailed to you if you request delivery of a full set of proxy materials. Participants in the Aerojet Rocketdyne Retirement Savings Plan must follow the voting instructions provided by Fidelity Management Trust Company. See details under the heading “How do I vote?”

INSPECTION OF LIST OF STOCKHOLDERS OF RECORD:	A list of the stockholders of record as of the record date will be available for inspection electronically during the virtual Annual Meeting.
		By Order of the Board of Directors, /s/ Arjun L. Kampani ARJUN L. KAMPANI Vice President, General Counsel and Secretary

We are providing you with a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) and access to these proxy materials in connection with the solicitation by the Board of the Company to be used at the Annual Meeting and at any adjournment or postponement. The Notice of Internet Availability will be sent to stockholders of record and beneficial stockholders starting on or around March 24, 2017. The Proxy materials, including the Notice of Annual Meeting, Proxy Statement, and 2016 Annual Report, will be made available to stockholders on the Internet on March 24, 2017. For those participants who hold shares of the Company’s Common Stock in the Aerojet Rocketdyne Retirement Savings Plan, you will receive a full set of annual meeting materials and a proxy card for those shares.

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we are providing access to the Company’s proxy materials over the Internet rather than printing and mailing them to all stockholders. We believe electronic delivery will expedite the receipt of these materials, reduce the environmental impact of our annual meeting materials and will help lower our costs. Therefore, the Notice of Internet Availability will be mailed to stockholders (or e-mailed, in the case of stockholders that have previously requested to receive proxy materials electronically) starting on or around March 24, 2017. The Notice of Internet Availability will provide instructions as to how stockholders may access and review the proxy materials on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability will also provide voting instructions. In addition, stockholders may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at www.proxyvote.com referenced in the Notice of Internet Availability, no other information contained on the website is incorporated by reference in or considered to be a part of this Proxy Statement.

Please follow the voting instructions provided by Fidelity Management Trust Company, the Trustee. You may sign, date and return a voting instruction card to the Trustee or submit voting instructions by telephone or the Internet. If you provide voting instructions by mail, telephone, or the Internet, the Trustee will vote your shares as you have directed (or not vote your shares, if that is your direction). If you do not provide voting instructions, the Trustee will vote your shares in the same proportion as shares for which the Trustee has received voting instructions. You must submit voting instructions to the Trustee by no later than May 1, 2017 at 11:59 p.m. Eastern time in order for your shares to be voted as you have directed by the Trustee at the Annual Meeting. Aerojet Rocketdyne Retirement Savings Plan participants may not vote their Plan shares in person at the Annual Meeting.

If your shares are registered directly in your name with Aerojet Rocketdyne’s transfer agent, Computershare, Inc., you are considered a “stockholder of record” or a “registered stockholder” of those shares. In this case, your Notice of Internet Availability has been sent to you directly by Broadridge Financial Solutions, Inc. If your shares are held in a stock brokerage account or by a bank, trust or other nominee or custodian, including shares you may own as a participant in the Aerojet Rocketdyne Retirement Savings Plan, you are considered the “beneficial owner” of those shares, which are held in “street name.” A Notice of Internet Availability has been forwarded to you by or on behalf of your broker, bank, trustee or other holder who is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other holder of record as to how to vote your shares by following their instructions for voting.

Broker non-votes occur when nominees, such as brokers and banks holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions at least ten days before the Annual Meeting. If no instructions are given within that time frame, the nominees may vote those shares on matters deemed “routine” by the New York Stock Exchange (“NYSE”). Proposals 1 through 3 are non-routine matters and, nominees cannot vote without instructions from the beneficial owner, resulting in so-called “broker non-votes.” Broker non-votes are not counted for the purposes of determining the number of shares present in person or represented by proxy on a voting matter. For these reasons, please promptly vote by telephone, or Internet, or sign, date and return the voting instruction card your broker or nominee has enclosed, in accordance with the instructions on the card.

The Board, acting through the Corporate Governance & Nominating Committee, seeks a Board that, as a whole, possesses the experience, skills, background and qualifications appropriate to function effectively in light of the Company’s current and evolving business circumstances. The Corporate Governance & Nominating Committee reviews the size of the Board, the tenure of its Directors and their skills, backgrounds and experiences in determining the slate of nominees and whether to seek one or more new candidates. The Committee seeks directors with established records of significant accomplishments in business and areas relevant to the Company’s strategies. With respect to the nomination of continuing Directors for re-election, the individual’s contributions to the Board are also considered.

Mr. Corcoran has been a Senior Advisor of The Carlyle Group, a private equity investment firm, and the President of Corcoran Enterprises, LLC, a management consulting company, since 2001. Previously Mr. Corcoran was also the President and Chief Executive Officer (“CEO”) of Gemini Air Cargo, Inc., a cargo airline owned by The Carlyle Group, from 2001 to 2004. Prior to that, Mr. Corcoran was President and CEO of Allegheny Teledyne Incorporated, a diversified business from 1999 to 2000. Prior to that, Mr. Corcoran was President and Chief Operating Officer (“COO”) of Lockheed Martin’s Electronics and Space Sectors from 1993 to 1999. Mr. Corcoran began his career in 1967 at General Electric Company in various positions. In 1990, Mr. Corcoran was elected a corporate officer and rose to the number two position in G.E. Aerospace as Vice President and General Manager of G.E. Aerospace Operations. Mr. Corcoran is a director with L3 Technologies, Inc. (and member of the Audit Committee). Mr. Corcoran was a Director with Force Protection, Inc., REMEC, Inc., United Industrial Corporation, ONPATH Technologies, Inc. (Chairman), LaBarge, Inc.

(Audit Committee member), ARINC, Inc. (Audit Committee Member), Aer Lingus, Ltd. based in Dublin, Ireland and Serco, Ltd. based in Surry, UK. Mr. Corcoran serves as a director of American Ireland Fund, is on the board of trustees of Stevens Institute of Technology and is a trustee emeritus at Worcester Polytechnic Institute. Mr. Corcoran brings to the Board considerable industry knowledge gained from extensive experience as a senior executive in the aerospace industry. Mr. Corcoran also brings to the Board significant public company board experience, including service as a director of a Fortune 500 company. Mr. Corcoran currently serves as a member of the Organization & Compensation Committee and as a member of the Corporate Governance & Nominating Committee. Age 72.

Ms. Drake has served as CEO and President of the Company since June 2015. She served as COO of the Company from March 2015 to June 2015. Ms. Drake has served as a director of Woodward, Inc., a designer, manufacturer, and service provider of control system solutions and components for the aerospace and industrial markets, since February 2017. Ms. Drake was previously with United Technologies Corporation (“UTC”) where she served as President of Pratt & Whitney AeroPower’s auxiliary power unit and small turbojet propulsion business. She also served as Vice President of Operations and Vice President of Quality, Environmental, Health & Safety, and Achieving Competitive Excellence for UTC’s Carrier Corporation, as well as for Pratt & Whitney. Prior to joining UTC, Ms. Drake managed production operations at both the Ford Motor Company and Visteon Corporation where she was Ford’s product line manager for steering systems and plant manager of Visteon’s fuel system operation. During her military career, Ms. Drake served on active duty for seven years as a U.S. Army aviator and airfield commander of Davison Army Airfield in Fort Belvoir, Virginia. She is a distinguished military graduate of the U.S. Army Aviation Officer School. She received a Master of Business Administration from Butler University and a Bachelor of Arts from The College of New Rochelle. She also holds commercial and private pilot’s licenses in both fixed-wing and rotary-wing aircraft. Ms. Drake’s extensive experience provides the Board with significant operational expertise and an in-depth knowledge of the aerospace and defense industry. Age 50.

Mr. Henderson has been CEO of ModusLink Corporation since March 2016 and CEO of ModusLink Solutions Global Solutions, Inc. (“ModusLink”) since June 2016, a corporation that executes comprehensive supply chain and logistics services. Mr. Henderson was a Managing Director and operating partner of Steel Partners LLC, a subsidiary of Steel Partners Holdings L.P., a global diversified holding company that owns and operates businesses and has significant interests in leading companies in a variety of industries, including diversified industrial products, energy, defense, banking, insurance, and food products and services, until April 2011. He was associated with Steel Partners LLC and its affiliates from August 1999 until April 2011. Mr. Henderson served as a director of DGT Holdings Corp., a manufacturer of proprietary high-voltage power conversion subsystems and components, from November 2003 until December 2011. Mr. Henderson served on the Board of Aviat Network from January 2015 to November 2016. Mr. Henderson also served as a director of SL Industries, Inc. (“SLI”), a company that designs, manufactures and markets power electronics, motion control, power protection, power quality electromagnetic and specialized communication equipment, from January 2002 to March 2010. Mr. Henderson was an Executive Vice President of SP Acquisition Holdings, Inc. (“SPAH”), a company formed for the purpose of acquiring one or more businesses or assets, from February 2007 until October 2009. He was a director of Angelica Corporation, a provider of healthcare linen management services, from August 2006 to August 2008. Mr. Henderson was a director and CEO of the predecessor entity of Steel Partners Holdings L.P., WebFinancial Corporation (“WebFinancial”), from June 2005 to April 2008, President and COO from November 2003 to April 2008, and was the Vice President of Operations from September 2000 to December 2003. He was also the CEO of WebBank, a wholly-owned subsidiary of Steel Partners Holdings L.P., from November 2004 to May 2005. He was a director of ECC International Corp., a manufacturer and marketer of computer controlled simulators for training personnel to perform maintenance and operation procedures on military weapons, from December 1999 to September 2003 and was acting CEO from July 2002 to March 2003. He served as the Chairman of the Board of Point Blank Solutions, Inc. (“Point Blank”), a designer and manufacturer of protective body armor, from August 2008 until October 2011, CEO from June 2009 until October 2011, and was Acting CEO from April 2009 to May 2009. Mr. Henderson was also the CEO and Chairman of the Board of certain subsidiaries of

Point Blank. On April 14, 2010, Point Blank and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Chapter 11 petitions are being jointly administered under the caption “In re Point Blank Solutions, Inc., et. al.” Case No. 10-11255, which case is ongoing. He served as the CEO of Point Blank Enterprises, Inc., the successor to the business of Point Blank, from October 2011 to September 2012. Mr. Henderson serves as a Manager of the Board of Managers of Easton Development Company, LLC, a subsidiary of Aerojet Rocketdyne. He served as Acting CEO of School Specialty, Inc., a company that provides education-related products, programs and services from July 2013 to April 2014, and has served as Chairman since June 2013. Mr. Henderson served as a Director of RELM Wireless Corporation from March 2014 to September 2015. Mr. Henderson has served on the Board of Armor Express since September 2015. Mr. Henderson’s substantial experience advising and managing public companies provides the Board with well-developed leadership skills and ability to promote the best interests of stockholders Mr. Henderson currently serves as the Chairman of the Corporate Governance & Nominating Committee and as a member of the Audit Committee. Age 59.

Mr. Lichtenstein has served as our Executive Chairman since June 2016. He served as the Chairman of the Board from March 2013 through June 2016. Mr. Lichtenstein served as the Chairman and CEO of Steel Partners Holdings GP Inc., the general partner of Steel Partners Holdings L.P., from July 15, 2009 until February 26, 2013, at which time he became the Executive Chairman. Mr. Lichtenstein has served on the board of directors of over twenty public companies. He has served as Chairman of the Board of Handy & Harman Ltd. (formerly known as WHX Corporation) (“HNH”), a NASDAQ-listed, Delaware corporation since July 2005. Mr. Lichtenstein has been associated with Steel Partners Holdings L.P. and its predecessors and affiliates since 1990. Mr. Lichtenstein served as Chairman of the Board of ModusLink, a NASDAQ company providing customized supply chain management services to the world’s leading high technology companies from March 2013 until June 2016, at which time he was appointed Executive Chairman. Mr. Lichtenstein also served as interim CEO of ModusLink from March 2016 to June 2016. Mr. Lichtenstein is qualified to serve as a director due to his expertise in corporate finance, record of success in managing private investment funds and his service as a director of, and advisor to, a diverse group of public companies. Age 51.

Gen. Lord retired in April 2006 after 37 years of military service. He last served as Commander, Air Force Space Command (from 2002 to 2006) during which he was responsible for the development, acquisition and operation of Air Force space and missile weapon systems. He led more than 39,700 personnel who provided space and intercontinental ballistic missile combat capabilities to North American Aerospace Defense Command and U.S. Strategic Command. Gen. Lord currently serves as a member of the Board of the Sletten Construction Company, Marotta Controls Corporation, Frequency Electronics Corporation, Boneal Company and Measured Risk, LLC. Gen. Lord is the CEO and founder of L2 Aerospace, LLC (since 2010). He is the 2014 recipient of the American Astronautical Society Military Astronautics Award. He is a Senior Associate of HF GlobalNET, LLC (since 2014). He is a Senior Associate of the Four Star Group (since 2008); a member of the Iridium Corporation’s Government Advisory Board; a member of the Board of Advisors for the Challenger Learning Center in Colorado Springs, Colorado; chairman of the Board of Advisors to USO Colorado Springs; a Falcon Foundation Trustee; and President of the Association of Air Force Missileers and Executive Board member of Von’s Vision, Denver, Colorado. Gen. Lord currently serves as a member of the Audit Committee and as a member of the Organization & Compensation Committee. Age 70.

people serving at 1,300 locations in the United States and abroad. As a member of the Joint Chiefs of Staff, he and the other service chiefs were military advisors to the Secretary of Defense, the National Security Council and the President of the United States. Following retirement from active service, Gen. McPeak began a second career in business. Since 1995, Gen. McPeak has been President of McPeak and Associates, a management consulting firm that is active as an investor, advisor and director of early development stage companies. A subsidiary, Lost Wingman Press, recently published Hangar Flying and Below the Zone; the first two books of a planned three-volume memoir. Gen. McPeak has long service as a director of public companies, including Tektronix, Inc. and Trans World Airlines, Inc. He was for several years Chairman of ECC International Corp. His current public company directorships include Lilis Energy, Inc. (since January 29, 2015); Lion Biotechnologies, Inc. (Lead Outside Director and member of the Audit Committee) (f/k/a Genesis Biopharma) (since 2011, and for which he was acting CEO from January to July 2013) focused on immunology for treatment of Stage IV metastatic melanoma; Research Solutions, Inc. (and member of the Audit Committee) (f/k/a Derycz Scientific) (since 2010), publishing and distributing scientific journal articles. He previously served as a director of DGT Holdings Corp. (since 2005) (and member of the Audit Committee), a real estate business, Miller Energy Resources (Lead Outside Director 2010—2014); Mosquito Consolidated Gold (Chairman, 2011—2012); Point Blank Solutions, Inc. (2008—2011); MathStar, Inc. (2005—2010); QPC Lasers (Vice Chairman, 2006—2009); and Gigabeam Corp. (2004—2009). From 2003 to 2012, Gen. McPeak was Chairman of Ethicspoint, Inc., a Portland, Oregon-based startup that became a leading provider of risk management and compliance software-as-a-service. In February 2012, Ethicspoint was bought by a private equity firm, merged with other companies and rebranded as NAVEX Global. Gen. McPeak remained a board member of NAVEX Global, which was sold again in 2014 for a price that established it as the most successful business startup in recent Oregon history. From 2012 to 2014, he was Chairman of Coast Plating, Inc., a Los Angeles-based, privately held provider of metal processing and finishing services, primarily to the aerospace industry. Coast Plating was acquired by Private Equity, renamed Valence Surface Technologies, and is now the largest privately held firm of its kind in the country. Gen. McPeak remains a Director. Gen. McPeak received a Bachelor of Arts degree in economics from San Diego State College and a Master of Science degree in international relations from George Washington University. In 1992, San Diego State University honored Gen. McPeak with its first ever Lifetime Achievement Award. In 1995, George Washington University gave him its Distinguished Alumni Award, the “George.” He was among the initial seven inductees to the Oregon Aviation Hall of Honor. He is a member of the Council on Foreign Relations, New York City. In 2008 and 2009, Gen. McPeak was a national co-chairman of Obama for President. In 2011, he became Chairman of the American Battle Monuments Commission, the federal agency that oversees care and maintenance of 24 cemeteries abroad that constitute the final resting place for almost 125,000 American war dead. Gen. McPeak brings to the Board extensive experience in management consulting and a successful military career, including his position as Chief of Staff of the U.S. Air Force and a member of the Joint Chiefs of Staff. Gen. McPeak currently serves as Chairman of the Organization & Compensation Committee and as a member of the Corporate Governance & Nominating Committee. Age 80.

Mr. Perry, until his retirement in 2008, served as Vice President of United Industrial Corporation, which, through its wholly-owned subsidiary AAI Corporation, designs, produces and supports aerospace and defense systems, from 1998 to 2007, as Chief Financial Officer (“CFO”) from 1995 to 2007, as Treasurer from 1994 to 2005, and as Controller from 2005 to 2007. Mr. Perry served as CFO of AAI Corporation from 2000 to 2007, as Treasurer from 2000 to 2005, and as Vice President from 1997 to 2007. Mr. Perry, a certified public accountant, held various positions in the Assurance practice of Ernst & Young LLP, a global leader in assurance, tax, transaction and advisory services, from 1987 to 1994. Mr. Perry’s qualifications which encompass his executive leadership skills in the aerospace and defense industry and experience as a certified public accountant including his tenure with a major accounting firm servicing numerous publically traded companies provides the Board with sophisticated financial expertise and oversight. Mr. Perry currently serves as Chairman of the Audit Committee and as a member of the Organization & Compensation Committee. Age 55.

Mr. Turchin is a non-executive Vice Chairman of CB Richard Ellis, the world’s largest real estate services company, a position he has held since 2003. Previously, Mr. Turchin served as a Vice Chairman of a subsidiary of Insignia Financial Group, a real estate brokerage, consulting and management firm from 1996 to 2003. Prior to that, Mr. Turchin was a principal and Vice Chairman of Edward S. Gordon Company, a real estate brokerage, consulting and management firm from 1985 to 1996. Mr. Turchin has been a director of Boston Properties, a real estate investment trust, for more than ten years. Mr. Turchin held various positions with Kenneth E. Laub & Company, Inc., a real estate company, where he was involved in real estate acquisition, financing, leasing and consulting from 1971 to 1985. Mr. Turchin also serves as a trustee for the Turchin Family Charitable Foundation. Mr. Turchin serves as a Manager of the Board of Managers of Easton Development Company, LLC, a subsidiary of Aerojet Rocketdyne. Mr. Turchin’s considerable experience in the real estate industry and service as a director of public companies provides the board with valuable expertise in real estate matters and experience in advising companies. Mr. Turchin currently serves as a member of the Audit Committee and as a member of the Corporate Governance & Nominating Committee. Age 75.

The Company has no provision for cumulative voting in the election of Directors. Therefore, holders of Common Stock are entitled to cast one vote for each share held on the Record Date for each of the candidates for election. Directors are elected by a plurality of the votes cast at the Annual Meeting; however, the Board has adopted a majority vote policy. Pursuant to such policy, in an uncontested election, any nominee for Director who receives a greater number of votes “withheld” for his election than votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his resignation after such election for consideration by the Corporate Governance & Nominating Committee. In determining its recommendation to the Board, the Corporate Governance & Nominating Committee will consider all factors deemed relevant by its members. These factors may include the underlying reasons why stockholders “withheld” votes for election from such Director (if ascertainable), the length of service and qualifications of the Director whose resignation has been tendered, the Director’s contributions to the Company, whether by accepting such resignation the Company will no longer be in compliance with any applicable law, rule, regulation or governing document, and whether or not accepting the resignation is in the best interests of the Company and our stockholders. Within 90 days thereafter, the Board, taking into account the recommendation of the Corporate Governance & Nominating Committee and such additional information and factors that the Board believes to be relevant, must determine whether to accept or reject the resignation. The Director that tendered the resignation shall not participate in the consideration or determination of whether to accept such resignation. The Board shall disclose by press release its decision to accept or reject the resignation and, if applicable, the reasons for rejecting the resignation. If a majority of the Corporate Governance & Nominating Committee members receive a Majority Withheld Vote at the same election, then the independent Directors who did not receive a Majority Withheld Vote will appoint a committee of independent Directors to consider the resignation offers and recommend to the Board whether to accept or reject them.

Management has the primary responsibility for identifying and managing the risks facing the Company, subject to the oversight of the Board. The Board strives to effectively oversee the Company’s enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the stockholders. The Board understands that its focus on effective risk oversight is critical to setting the Company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand the Company’s risk philosophy by having discussions with management to establish a mutual understanding of the Company’s overall appetite for risk. The Company’s Board maintains an active dialogue with management about existing risk management processes and how management identifies, assesses and manages the Company’s most significant risk exposures. The Company’s Board receives frequent updates from management about the Company’s most significant risks so as to enable it to evaluate whether management is responding appropriately.

The Board relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. The Audit Committee periodically discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Audit Committee also reviews and oversees the Company’s compliance with legal and regulatory requirements, including the effectiveness of the Company’s corporate Ethics and Compliance Program. The Organization & Compensation Committee helps the Board to identify the Company’s exposure to any risks potentially created by our compensation programs and practices. The Corporate Governance & Nominating Committee periodically reviews and advises the Board regarding significant matters of public policy, including proposed actions by foreign and domestic governments that may significantly affect the Company. Each of these committees is required to regularly report on its actions and to make recommendations to the Board, including recommendations to assist the Board with its overall risk oversight function. The Board retains oversight responsibility for all subject matters not specifically assigned to a committee, including risks presented by the Company’s business strategy, competition, regulation, general industry trends, and capital structure.

The Board has determined that to be considered independent, a Director may not have a direct or indirect material relationship with the Company. A material relationship is one which impairs or inhibits, or has the potential to impair or inhibit, a Director’s exercise of critical and disinterested judgment on behalf of the Company and its stockholders. In making its assessment of independence, the Board considers any and all material relationships not merely from the standpoint of the Director, but also from that of persons or organizations with which the Director has or has had an affiliation, or those relationships which may be material, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The Board also considers whether a Director was an employee of the Company within the last five years. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent” Director, including those set forth in pertinent listing standards of the NYSE as in effect from time to time. The NYSE’s listing standards require that all listed companies have a majority of independent directors. For a director to be “independent” under the NYSE listing standards, the board of directors of a listed company must affirmatively determine that the director has no material relationship with the company, or its subsidiaries or affiliates, either directly or as a partner, stockholder or officer of an organization that has a relationship with the company or its subsidiaries or affiliates. In accordance with the NYSE listing standards, the Board has affirmatively determined that each of the Board’s nominees, other than Mr. Lichtenstein and Ms. Drake, have no material relationships with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.

The Board maintains three standing committees: the Audit Committee; the Corporate Governance & Nominating Committee; and the Organization & Compensation Committee. In addition, non-standing committees include the Advisory Committee (disbanded October 2016), the Authorization Committee, the Benefits Management Committee, the Pricing Committee, and the Special Committee (formed December 2016). Assignments to, and chairs of, the standing committees are recommended by the Corporate Governance & Nominating Committee and approved by the Board. All committees report on their activities to the Board. Each standing committee operates under a charter approved by the Board. The charters for each of the standing committees are posted on the Company’s website at www.AerojetRocketdyne.com and are available in print to any stockholder or interested party who requests them by writing to Secretary, Aerojet Rocketdyne Holdings, Inc., 222 N. Sepulveda Blvd, Suite 500, El Segundo, California 90245.

The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board has determined that each member of the Audit Committee meets all applicable independence and financial literacy requirements under the NYSE listing standards. The Board has also determined that Mr. Perry is an “audit committee financial expert” under the applicable rules promulgated pursuant to the Exchange Act. The Audit Committee reviews and evaluates the scope of the audits to be performed by, the adequacy of services performed by, and the fees and compensation of, the independent auditors. The Audit Committee also reviews the Company’s audited financial statements with management and with the Company’s independent auditors and recommends to the Board to include the audited financial statements in the Annual Report on Form 10-K; approves in advance all audit and permitted non-audit services to be provided by the independent auditors; reviews and considers matters that may have a bearing upon continuing audit or independence; prepares the report of the Audit Committee to be included in the Company’s Proxy Statement; appoints the independent auditors to examine the consolidated financial statements of the Company; reviews and evaluates the scope and appropriateness of the Company’s internal audit function, internal audit plans and system of internal controls; reviews and evaluates the appropriateness of the Company’s selection or application of accounting principles, practices and financial reporting; receives periodic reports from the internal audit and law departments; and reviews and oversees the Company’s compliance with legal and regulatory requirements, including the effectiveness of the Company’s corporate Ethics and Compliance Program.

The Corporate Governance & Nominating Committee periodically reviews and makes recommendations to the Board concerning the criteria for selection and retention of Directors, the composition of the Board (including the Chairman of the Board), the structure and function of Board committees, and the retirement policy of Directors. The Corporate Governance & Nominating Committee also assists in identifying and recommending to the Board, qualified candidates to serve as Directors of the Company and considers and makes recommendations to the Board concerning Director nominations submitted by stockholders. The Corporate Governance & Nominating Committee also periodically reviews and advises the Board regarding significant matters of public policy, including proposed actions by foreign and domestic governments that may significantly affect the Company; and reviews and advises the Board regarding adoption or amendment of major Company policies and programs relating to matters of public policy. The Board has determined that each member of the Corporate Governance & Nominating Committee meets all applicable independence requirements under the NYSE listing standards.

The Organization & Compensation Committee reviews and approves the total compensation of the CEO and President and the Executive Chairman. The Organization & Compensation Committee also administers the Company’s deferred compensation plan and the Aerojet Rocketdyne Amended and Restated 2009 Equity and Performance Incentive Plan (the “2009 Incentive Plan”). The Organization & Compensation Committee periodically reviews the organization of the Company and its management, including major changes in the organization of the Company and the responsibility of management as proposed by the CEO and President; monitors executive development and succession planning; reviews the effectiveness and performance of senior management and makes recommendations to the Board concerning the appointment and removal of officers; periodically reviews the compensation philosophy, policies and practices of the Company and makes recommendations to the Board concerning major changes, as appropriate; annually reviews changes in the Company’s employee benefit, savings and retirement plans and reports thereon to the Board; and

approves, and in some cases recommends to the Board for approval, the compensation of executive officers of the Company. The Organization & Compensation Committee delegates to the CEO and President the right to establish the salaries and annual incentive compensation of the other officers of the Company. The Organization & Compensation Committee also reviews and makes recommendations to the Board regarding the compensation and benefits for Directors. The Board has determined that each member of the Organization & Compensation Committee meets all applicable independence requirements under the NYSE and SEC listing standards. In making its determination, the Board considered all factors specifically relevant to determining whether a Director has a relationship to the Company which is material to that Director’s ability to be independent from management in connection with the duties of an Organization & Compensation Committee member, including but not limited to, (i) the source of the Director’s compensation, including any consulting, advisory or other compensatory fees paid by the Company; and (ii) whether the Director has an affiliate relationship with the Company.

The Corporate Governance & Nominating Committee identifies potential Director candidates through a variety of means, including recommendations from members of the Corporate Governance & Nominating Committee, the Board, management and stockholders. The Corporate Governance & Nominating Committee also may retain the services of a consultant to assist in identifying candidates. The Corporate Governance & Nominating Committee will consider nominations submitted by stockholders. A stockholder who would like to recommend a nominee should write to the Chairman of the Corporate Governance & Nominating Committee, c/o Secretary, Aerojet Rocketdyne Holdings, Inc., 222 N. Sepulveda Blvd, Suite 500, El Segundo, California 90245. Any such recommendation must meet all of the requirements contained in the Company’s Bylaws and include (i) all information relating to the person that is required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, pursuant to Section 14(a) of the Exchange Act; and (ii) the candidate’s signed consent to be named in the Proxy Statement as a nominee and to serve as a Director if elected.

Stockholders and other interested parties may communicate with the Board or individual Directors by mail addressed to: Chairman of the Corporate Governance & Nominating Committee, c/o Secretary, Aerojet Rocketdyne Holdings, Inc., 222 N. Sepulveda Blvd, Suite 500, El Segundo, California 90245. The Secretary may initially review communications to the Board or individual Directors and transmit a summary to the Board or individual Directors, but has discretion to exclude from transmittal any communications that are, in the reasonable judgment of the Secretary, inappropriate for submission to the intended recipient(s). Examples of communications that would be considered inappropriate for submission to the Board or a Director include, without limitation, customer complaints, solicitations, commercial advertisements, communications that do not relate directly or indirectly to the Company’s business or communications that relate to improper or irrelevant topics.

The Organization & Compensation Committee is composed entirely of non-employee independent Directors. As of December 31, 2016, the members of the Organization & Compensation Committee included Merrill A. McPeak (Chairman), Thomas A. Corcoran, Lance W. Lord and James H. Perry. All non-employee independent Directors on the Organization & Compensation Committee participate in decisions regarding the compensation of the CEO and President. None of the Company’s executive officers serve as a member of the Board or compensation committee of any entity that has one or more of its executive officers serving as a member of the Company’s Organization & Compensation Committee. In addition, none of the Company’s executive officers serve as a member of the Organization & Compensation Committee of any entity that has one or more of its executive officers serving as a member of the Company’s Board.

The compensation of the Company’s non-employee Directors is determined by the Board upon the recommendations made by the Organization & Compensation Committee. The current Director compensation program was implemented by the Company in 2013 after evaluation of the recommendations by Korn Ferry Hay Group who was retained by the Organization & Compensation Committee as outside consultants to assess the overall compensation structure for its non-employee Directors subsequent to the acquisition of the Pratt & Whitney Rocketdyne division of UTC. Specifically, the Organization & Compensation Committee requested Korn Ferry Hay Group to measure the Company’s Director compensation (in total and by pay component) against similarly sized U.S. companies in the aerospace and defense industry based on information disclosed in recent SEC filings, and in the broader general industry, using both proprietary compensation surveys and its knowledge of industry practices. Korn Ferry Hay Group recommended and the Organization & Compensation Committee approved certain changes to the Director compensation program to recognize the increased size, scale and complexity of the new Aerojet Rocketdyne organization. These changes were effective beginning on November 13, 2013. The Director compensation program is more fully described below.

Under our Director compensation program effective beginning November 2013, and for the Company’s most recently ended fiscal year, each non-employee Director will receive an annual retainer fee of $55,000, with the exception of the Chairman of the Board who receives an annual retainer fee of $110,000. Effective June 24, 2016, the Chairman of the Board transitioned into an employee of the Company as the Executive Chairman and will no longer receive an annual retainer fee. Each non-employee Director will receive $7,500 for service on the Corporate Governance & Nominating or the Organization & Compensation Committees and $10,000 for service on the Audit Committee. Each non-employee Director will also receive $5,000 for service on a long-term special committee and $3,250 for service on a limited-purpose special committee. Non-employee Directors who serve as Chairman of the Organization & Compensation Committee or Corporate Governance & Nominating Committee will receive an additional annual fee of $10,000 and the Chairman of the Audit Committee will receive an additional $15,000. Non-

Non-employee Directors are given a choice to receive all such Director fees in cash or to receive all or a portion, but no less than 50%, of such fees in the form of fully vested Company Common Stock, calculated based on the closing price of the Common Stock as reported in the NYSE Composite Transactions (or if such information in such source is unavailable, a source providing similar information selected by the Company) as of the applicable Director pay date, pursuant to the 2009 Incentive Plan. If a non-employee Director elects for any year to receive all or a portion of such fees in the form of fully vested Common Stock, an additional grant of restricted shares of Common Stock will be given equal in value to 50% of the amount of fees paid in fully vested Common Stock vesting on the earlier of the Director’s retirement from service from the Board or one year from the date of grant. Non-employee Directors also have a choice to defer all or a portion of fully vested and restricted shares of Common Stock. Distribution of deferred stock can be made in a single payment or at least two but no more than 10 annual installments, with a choice to begin distribution 30 days following retirement from the Board, on a date specified by the participant, or upon attainment of an age specified by the participating Director.

In May 2016, each non-employee Director received $90,000 worth of equity compensation, with the exception of the Chairman of the Board, who received $210,000 worth of equity compensation pursuant to the 2009 Incentive Plan. This grant consisted of 4,912 restricted shares of Common Stock for non-employee Directors other than the Chairman of the Board, who received 11,462 restricted shares of Common Stock. These awards vest in 50% increments on the six-month and twelve-month anniversary of the grant date. Non-employee Directors also receive a one-time award of 500 restricted shares of Common Stock as part of their initial election to the Board. All restricted shares of Common Stock may be voted, but ownership may not transfer until such shares are vested. Unless otherwise approved by the Board, unvested shares will be forfeited in the event of a voluntary resignation or refusal to stand for re-election. As discussed earlier, the Chairman of the Board transitioned into an employee of the Company as the Executive Chairman and will no longer receive an annual Director grant effective June 24, 2016.

In October 2007, the Board adopted equity ownership guidelines that were subsequently revised in November 2013 under which non-employee Directors are required to own equity in the Company in an amount equal to five times the annual cash retainer or $275,000. In calculating the amount of equity owned by a Director, the Board looks at the value of Common Stock owned by such Director (restricted stock and stock owned outright), the value of any phantom stock owned by such Director as part of the Deferred Compensation Plan for Non-Employee Directors, if any and the value of any vested “in the money” options or Stock Appreciation Rights (“SARs”) (i.e. market value of Company stock in excess of the strike price for the stock option or SAR). Directors have five years from the date of their election to the Board to meet the thresholds set forth in these equity ownership guidelines. The Board routinely reviews these guidelines and considers adjustments when appropriate, including adjustments for material fluctuations in the Company’s stock price.



Pay Date		Thomas A. Corcoran		James R. Henderson		Lance W. Lord		Merrill A. McPeak		James H. Perry		Martin Turchin
01/15/2016	Stock Awards (#)	914		914		457		914		914		914
01/15/2016	Grant Date Fair Value	$	13,737	$	13,737	$	6,869	$	13,737	$	13,737	$	13,737
05/16/2016	Stock Awards (#)	3,284		4,820		1,244		3,683		4,763		3,768
05/16/2016	Grant Date Fair Value	$	57,733	$	84,736	$	21,870	$	64,747	$	83,734	$	66,241
08/15/2016	Stock Awards (#)	953		771		476		1,136		953		771
08/15/2016	Grant Date Fair Value	$	16,982	$	13,739	$	8,482	$	20,244	$	16,982	$	13,739
11/15/2016	Stock Awards (#)	681		681		448		681		681		681
11/15/2016	Grant Date Fair Value	$	13,749	$	13,749	$	9,045	$	13,749	$	13,749	$	13,749
Total	Stock Awards (#)	5,832		7,186		2,625		6,414		7,311		6,134
Total	Grant Date Fair Value	$	102,201	$	125,961	$	46,266	$	112,477	$	128,202	$	107,466



Name	Grant Date	Stock Awards (#)		Grant Date Fair Value ($)
Thomas A. Corcoran	01/15/2016	457	^(A)	$	6,869
	05/02/2016	4,912	^(B)	89,988
	05/16/2016	1,642	^(A)	28,866
	08/15/2016	476	^(A)	8,482
	11/15/2016	340	^(A)	6,865
	Total	7,827		141,070
James R. Henderson	01/15/2016	457	^(A)	6,869
	05/02/2016	4,912	^(B)	89,988
	05/16/2016	2,410	^(A)	42,368
	08/15/2016	385	^(A)	6,861
	11/15/2016	340	^(A)	6,865
	Total	8,504		152,951
Lance W. Lord	01/15/2016	228	^(A)	3,427
	05/02/2016	4,912	^(B)	89,988
	05/16/2016	622	^(A)	10,935
	08/15/2016	238	^(A)	4,241
	11/15/2016	224	^(A)	4,523
	Total	6,224		113,114
Merrill A. McPeak	01/15/2016	457	^(A)	6,869
	05/02/2016	4,912	^(B)	89,988
	05/16/2016	1,841	^(A)	32,365
	08/15/2016	568	^(A)	10,122
	11/15/2016	340	^(A)	6,865
	Total	8,118		146,209
James H. Perry	01/15/2016	457	^(A)	6,869
	05/02/2016	4,912	^(B)	89,988
	05/16/2016	2,381	^(A)	41,858
	08/15/2016	476	^(A)	8,482
	11/15/2016	340	^(A)	6,865
	Total	8,566		154,062
Martin Turchin	01/15/2016	457	^(A)	6,869
	05/02/2016	4,912	^(B)	89,988
	05/16/2016	1,884	^(A)	33,121
	08/15/2016	385	^(A)	6,861
	11/15/2016	340	^(A)	6,865
	Total	7,978		143,704

The Company has adopted a code of ethics known as the Aerojet Rocketdyne Code of Conduct Manual that applies to the Company’s employees including the principal executive officer and principal financial officer. Amendments to the Aerojet Rocketdyne Code of Conduct Manual and any grant of a waiver from the provision of the Aerojet Rocketdyne Code of Conduct Manual requiring disclosure under applicable SEC rules will be disclosed on the Company’s website at www.AerojetRocketdyne.com. Copies of the Aerojet Rocketdyne Code of Conduct Manual and the Company’s Corporate Governance Guidelines are also available on the Company’s website (copies are available in print to any stockholder or other interested person who requests them by writing to Secretary, Aerojet Rocketdyne Holdings, Inc., 222 N. Sepulveda Blvd, Suite 500, El Segundo, California 90245).

The Company has a written policy for the review of transactions in which the Company is a participant, the amount exceeds $120,000, and in which the Company’s 5% or more stockholders, or any of the Company’s Directors or executive officers, or their immediate family members, had a direct or indirect material interest (a “Related Party Transaction”). Any such Related Party Transaction was to be in the best interest of the Company and its stockholders and upon terms no less favorable to the Company than if the Related Party Transaction was with an unaffiliated third party. The Company’s Audit Committee is responsible for approving any such transactions and the Company’s General Counsel and Corporate Secretary is responsible for maintaining a list of all existing Related Party Transactions.

FMR LLC (“FMR”) owned 9% of the Company’s Common Stock at December 31, 2016. FMR is the parent company of Fidelity Workplace Services, LLC, Fidelity Stock Plan Services, LLC and other Fidelity subsidiaries which provide certain benefit services such as 401(k) administration, Health Savings Accounts administration and Employee Stock Purchase Plan administration. In addition, certain of the investment alternatives provided through the Company’s 401(k) Plan include funds managed by FMR. The Company received services of $0.3 million, $0.4 million, $0.4 million, and zero in fiscal 2016, fiscal 2015, fiscal 2014, and the one month ended December 31, 2015, respectively, from FMR primarily for employee benefit services. These amounts exclude expenses charged to the Company’s employees by FMR for investment management services. As of December 31, 2016 and 2015, the Company had a payable due to FMR of less than $0.1 million for both periods.

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of (i) the quality and integrity of the Company’s financial statements; (ii) the performance of the Company’s financial reporting process, internal control system; internal audit function; (iii) the Company’s compliance with legal and regulatory requirements, including the effectiveness of the corporate Ethics and Compliance Program and all areas for which management has the primary responsibility; and (iv) the independent auditor’s performance, qualifications and independence. The Audit Committee manages the Company’s relationship with its independent auditors, who report directly to the Audit Committee. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties, with funding from the Company for such advice and assistance. Management is primarily responsible for establishing and maintaining the Company’s system of internal controls and preparing financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The Audit Committee reviewed and discussed the Company’s financial statements with PricewaterhouseCoopers LLP (“PwC”), the Company’s independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with GAAP, and discussed such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards Vol. 1, AU Section 380), as adopted by the Public Accounting Oversight Board in Rule 3200T. PwC also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with PwC their independence from management and the Company.



Name	Title	Other Business Experience	Age
Warren G. Lichtenstein	Executive Chairman (since June 2016)	Chairman, March 2013 — June 2016 (Director since 2008); Executive Chairman of Steel Partners Holdings GP Inc., the general partner of Steel Partners Holdings L.P. February 2013 — Present; Chairman and CEO of general partner of Steel Partners Holdings L.P. July 2009 — February 2013; Chairman, Handy & Harman Ltd. (formerly known as WHX Corporation) July 2005 — Present; Executive Chairman, ModusLink June 2016 — Present; Interim CEO, ModusLink March 2016 — June 2016; Chairman, ModusLink March 2013 — June 2016.	51
Eileen P. Drake	Chief Executive Officer and President (since June 2015)	Chief Operating Officer, March 2015 — June 2015; Director, Woodward, Inc. February 2017 — Present; President of Pratt & Whitney AeroPower’s auxiliary power unit and small turbojet propulsion business, UTC 2012 — 2015; Vice President of Operations, UTC 2009 — 2012; Vice President of Quality, Environmental Health & Safety, and Achieving Competitive Excellence, UTC 2003 — 2009; Product Line Manager and Plant Manager, Ford Motor Company 1996 — 2003; United States Army 1989 — 1996.	50
Mark A. Tucker	Chief Operating Officer (since June 2015)	Senior Vice President, Enterprise Operations and Engineering, Aerojet Rocketdyne, Inc. October 2013 — June 2015; Vice President Special Programs, Aerospace Systems Sector, Northrop Grumman 1983 — 2013.	58



Name	Title	Other Business Experience	Age
Paul R. Lundstrom	Vice President, Chief Financial Officer (since November 2016)	Vice President, Investor Relations, UTC 2014 — 2016; Vice President, Chief Financial Officer, Building & Industrial systems - North Asia (a UTC division) 2013 — 2014; Vice President, Chief Financial Officer, Climate/Controls/Security - Asia (a UTC division) 2011 — 2013; Vice President, Chief Financial Officer, Carrier Building Systems and Services, Carrier Corporation (a UTC division) 2009 — 2011.	41
Arjun L. Kampani	Vice President, General Counsel and Secretary (since April 2016)	Vice President, General Counsel and Corporate Secretary, General Dynamics Land Systems, Inc. 2010 — 2016; Director & Assistant General Counsel, General Dynamics Corporation 2006 — 2009; Assistant General Counsel and Assistant Corporate Secretary, Anteon International Corporation 2004 — 2006; Attorney, Business and Finance Department, Thelen Reid & Priest, LLP 1999 — 2004.	45
Kathleen E. Redd	Vice President, Chief Financial Officer (since January 2009), and Assistant Secretary (since March 2012), Retired March 2017	Secretary, February 2009 — March 2012; Vice President, Controller and Acting Chief Financial Officer September 2008 — January 2009; Vice President, Finance 2006 — 2008; Assistant Corporate Controller, 2002 — 2006; Acting Vice President Controller GDX Automotive, 2003 — 2004 (concurrent with Assistant Corporate Controller position during divestiture activities); Vice President, Finance, for Grass Valley Group, 2001 — 2002; Vice President, Finance for JOMED, Inc., 2000 — 2001; Controller for EndoSonics Corporation, 1996 — 2000.	55

Our compensation program is designed to support our business goals and promote both short- and long-term growth using a pay-for-performance model for alignment of the financial interests of our executive team with the interests of our stockholders. In this section of the Proxy Statement, we explain how our compensation program is designed and operates with respect to our named executive officers, including how their pay is reflected in the Company’s performance on relevant financial measures. In addition, we describe the key changes made to the Company’s executive compensation program since the date of our last annual proxy statement. The named executive officers covered by the Company’s 2016 executive compensation program are our Principal Executive Officer, namely the CEO and President; our Principal Financial Officers, namely the retired Vice President, CFO and Assistant Secretary and new Vice President and CFO; and our three other named executive officers who were officers as of the end of fiscal 2016. As discussed in detail under Compensation of Executive Chairman on page 35, Mr. Lichtenstein took on a more active role in the management of the Company involving much greater responsibilities and time commitment than in his previous role as a non-executive chairman. Mr. Lichtenstein added an executive role and became our Executive Chairman during fiscal 2016. His position and attendant compensation qualified Mr. Lichtenstein as one of our named executive officers for fiscal 2016.

Under the direction of the Organization & Compensation Committee of our Board, we have designed our executive compensation program pertaining to the named executive officers other than the Executive Chairman to attract and retain highly qualified executive officers and to directly link pay to performance. Our strategic goals focused on improving our financial performance which resulted in the Organization & Compensation Committee, as discussed in more detail below, setting our named executive officers’, other than the Executive Chairman, fiscal 2016 annual incentive performance targets against benchmarks related to adjusted earnings before interest, taxes, depreciation, amortization and pension expense (“EBITDAP”) or performance measurement profit depending on the named executive officer, Corporate or Aerojet Rocketdyne cash flow from operations depending on the named executive officer, Aerojet Rocketdyne bookings and certain other goals that include individual performance and accomplishments of each named executive officer with this final component only being payable to the extent that all three aforementioned financial metrics are met at or above the threshold level for each metric. The Organization & Compensation Committee also granted named executive officers fiscal 2016 equity entirely in stock appreciation rights (25% of award) and performance-based restricted stock (75% of award) with vesting subject to achievement of performance targets based on the following five metrics: revenue; adjusted EBITDAP; return on invested capital (“ROIC”); cumulative Competitive Improvement Plan (“CIP”) investment; and cumulative CIP savings. The CIP is comprised of activities and initiatives aimed at reducing costs in order for the Company to continue to compete successfully.

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company began providing our stockholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers. At the Annual Meeting of Stockholders of Aerojet Rocketdyne Holdings, Inc. held on April 27, 2016, 97% of the votes cast (excluding those who abstained or were broker non-votes) were in favor of the Company’s executive compensation program as described in that year’s annual Proxy Statement. After considering the outcome of this advisory vote and other relevant facts and circumstances relating to the Company’s executive pay, the Organization & Compensation Committee determined that no significant changes to our compensation policies were necessary.

In assessing competitive overall compensation, the Organization & Compensation Committee engages, from time to time, an independent outside consulting firm to aid in the review and evaluation of the total compensation provided to the named executive officers. Since fiscal 2010, the Company has retained Korn Ferry Hay Group (which in December 2015 was acquired by Korn/Ferry International (“Korn Ferry”) and subsequently has operated as Korn Ferry Hay Group, which name also is used to refer to Hay Group’s services prior to such acquisition) to review the design of the Company’s annual and long-term incentive programs and to assist in developing an executive compensation structure that was based on the internal hierarchy of jobs and aligned with external market practices. In performing its duties, Korn Ferry Hay Group worked with senior management and the Chairman of the Organization & Compensation Committee to understand the Company’s business strategy, the competitive market for talent, and the accountabilities of the executives and perceptions of the Company’s current compensation programs. Korn Ferry Hay Group was also instructed to develop an executive compensation comparator group of publicly traded companies in the aerospace and defense industry. Based on the information presented by Korn Ferry Hay Group and input from our CEO and President, our retired Vice President, CFO and Assistant Secretary, and our Senior Director, Human Resources, the Organization & Compensation Committee exercised its business judgment as to setting base salaries and incentive compensation levels and correlating performance levels for incentive-based compensation for the named executive officers other than the Executive Chairman.

Both management and the Organization & Compensation Committee retain Korn Ferry Hay Group to provide objective analysis, advice and information to each of them, including competitive market data and compensation recommendations related to the CEO and President, the Executive Chairman, other senior executives, and the Board. Korn Ferry Hay Group served as the independent executive compensation consultant to management and to the Organization & Compensation Committee during fiscal 2016. The executive compensation consultant reports to the Senior Director of Human Resources and the Chairman of the Organization & Compensation Committee, and has direct access to the other members of the Organization & Compensation Committee as well as senior management. The fees incurred in fiscal 2016 to Korn Ferry for compensation services provided by Korn Ferry Hay Group to management and the Organization & Compensation Committee related to executive and Director compensation totaled $348,638. These fees were in large part driven by Korn Ferry Hay Group’s assistance in early 2016 of realigning the executive compensation programs with the go-forward strategy of the Company; as well as assistance in developing pay programs for the CEO and President and the Executive Chairman; assisting in compensation decisions relating to the departure of the Company’s former General Counsel and retired Vice President, CFO, and Assistant Secretary; and the on-boarding of their successors. In addition, Korn Ferry provided certain services to the Company at the request of management consisting of senior executive searches and general consulting totaling $469,453. The total fees incurred for the services provided by Korn Ferry to the Company in fiscal 2016 were $818,091.

The Organization & Compensation Committee and the CEO and President used the results of the compensation study completed by Korn Ferry Hay Group in fiscal 2016 to determine pay for fiscal 2016. The Organization & Compensation Committee set base salaries, target annual cash incentive levels and target annual long-term incentive award values for the named executive officers, aside from the Executive Chairman, generally at or below the 50^th percentile of competitive market levels for comparable aerospace and defense companies. This approach was the starting point of the analysis, then adjustments were made to some executives’ target compensation to reflect other factors such as the executives’ experience, breadth of responsibilities, tenure in the position, overall individual performance, and the Company’s performance overall.

The study conducted by Korn Ferry Hay Group in fiscal 2016 compared total executive compensation against similarly sized U.S. companies in the aerospace and defense industry and in the broader general industry, using data from Korn Ferry Hay Group’s Executive Compensation Survey. In addition, Korn Ferry Hay Group was instructed to develop an executive compensation comparator group of publicly traded companies in the aerospace and defense industry. In selecting the comparator group, the Company generally considered companies with revenues of approximately one-half to two times the Company’s revenues and companies in the aerospace and defense industry, excluding those that were exclusively focused on services. The purpose of the comparator group was to compare target and actual compensation levels of the Company’s named executive officers other than the Executive Chairman to the named executive officers of the comparator group.

Base salaries are used to provide a fixed amount of compensation for each executive’s regular work. Base salary increases for the CEO and President, Executive Chairman and the named executive officers must be approved by the Organization & Compensation Committee. Base salary increases for other officers of the Company must be approved by the CEO and President. Typically, the effective date of merit increases in base salaries is in late March or early April of each year. Base salary increases can also occur upon an executive’s promotion. In determining the amount of any increases in salaries, the Organization & Compensation Committee and/or CEO and President (i) evaluates the executive’s performance in the most recent fiscal year as well as the strategic importance of the executive to the Company; (ii) compares current base, target total cash, and target total direct compensation with compensation for relevant executive positions set forth in peer group and survey benchmarking prepared by Korn Ferry Hay Group as well as industry-specific compensation surveys; and (iii) takes into account the timing and amount of the last salary increase for each of the executives.

In fiscal 2016, the Organization & Compensation Committee approved an increase in base salary for certain of the Company’s named executive officers based on several factors, including each individual’s performance, sustained levels of contribution to the Company, the wage increase during the previous fiscal year, a review of the executive and senior management total compensation study conducted by Korn Ferry Hay Group in 2016 on the Company’s behalf, and with respect to Ms. Drake, Ms. Redd and Mr. Tucker, the total compensation of similarly situated executive officers included in the comparator group developed by Korn Ferry Hay Group. Based on the foregoing and as reflected in the Summary Compensation Table, Ms. Redd’s base salary increased 3.0%, and Mr. Tucker’s base salary increased 4.0%.



Executive Targets	Threshold Opportunity	Target Opportunity	Maximum Opportunity			Actual Performance Aerojet Rocketdyne			Actual Achievement Aerojet Rocketdyne
(Dollars in Millions)	Threshold Opportunity	Target Opportunity	Maximum Opportunity			Actual Performance Aerojet Rocketdyne			Actual Achievement Aerojet Rocketdyne
Performance Measurement Profit Margin⁽¹⁾	15.0%	30.0%	60.0	%		10.6		%	44.1%
Ÿ Threshold — 9.6%
Ÿ Target — 10.1%
Ÿ Maximum — 11.1%
Aerojet Rocketdyne Cash Flow from Operations⁽²⁾	15.0%	30.0%	60.0	%		$	266.8		60.0%
Ÿ Threshold — $ 130.0
Ÿ Target — $ 157.0
Ÿ Maximum — $ 195.9
Aerojet Rocketdyne Bookings⁽³⁾	15.0%	30.0%	60.0	%		$	1,809.0		37.0%
Ÿ Threshold — $ 1,555.9
Ÿ Target — $ 1,728.8
Ÿ Maximum — $ 2,074.5
Personal Factors⁽⁴⁾	5.0%	10.0%	20.0	%					15.7% to 20.0%
Ÿ Threshold — 0 x multiplier
Ÿ Target — 1 x multiplier
Totals	50.0%	100.0%	200.0	%	⁽⁵⁾				156.8% to 161.1%

As mentioned in the Executive Summary on page 27 and further described under Named Executive Officers for Fiscal 2016 on page 29, Mr. Lichtenstein, the Executive Chairman is a named executive officer for fiscal 2016. Since his appointment as Chairman in 2013, Mr. Lichtenstein has been instrumental in guiding strategic direction, capital allocation, financing, and merger & acquisition activity. In appointing Mr. Lichtenstein as Executive Chairman in 2016, the Company’s Board, excluding Mr. Lichtenstein, determined that Mr. Lichtenstein’s financial acumen, knowledge of the Company, and business contacts would be more valuable as an executive in a management capacity with a greater time commitment. In this expanded role, Mr. Lichtenstein is expected to continue to have a substantial impact on driving strategy and results of the Company beyond his responsibilities as the Chairman of the Board.

The Company’s defined benefit pension and benefits restoration plans (“BRP”) are frozen and no longer accruing benefits. Effective February 1, 2009 and July 31, 2009, future benefit accruals for all non-collective bargaining-unit employees, including the named executive officers, and collective bargaining-unit employees respectively, were discontinued. No employees lost their previously earned pension benefits. Only Ms. Redd has an accrued balance in the same frozen tax-qualified pension plans as other employees. All the other named executive officers do not participate in a pension plan because their employment commenced after benefit accruals were discontinued. These plans include the Qualified Pension Plan, a tax-qualified defined benefit plan; and the 2009 Pension BRP Plan, a non-qualified defined benefit plan.

Total pension benefits for the named executive officers other than the Executive Chairman and certain other highly compensated employees were determined under a combination of the frozen 2009 Pension BRP Plan, which is a non-qualified plan, and the frozen Qualified Pension Plan. As set forth above, the frozen Qualified Pension Plan is a qualified pension plan that provides pension benefits for employees, the amount of which is limited under Section 401(a)(17) or 415 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provisions). The frozen 2009 Pension BRP Plan restored the pension plan benefits which executives and their beneficiaries would otherwise lose as a result of the limitations under Section 401(a)(17) or 415 of the Code (or any successor provisions). Eligibility to participate in the frozen 2009 Pension BRP Plan was designated by the Organization & Compensation Committee. Further details regarding benefits under these plans, including the estimated value of retirement benefits for each named executive officer, are found in the section entitled 2016 Pension Benefits on page 48.

In calculating the amount of equity owned by an executive, the Organization & Compensation Committee looks at the value of Company stock owned by the executive which includes vested or unvested restricted stock as well as unvested performance-based restricted shares at the percentage expected to vest, and the value of any vested “in the money” stock options or SARs (i.e. market value of stock in excess of the strike price for the stock option or SAR.) Newly appointed executives are expected to be in compliance with the ownership guidelines within five years of their appointments. Each executive is required to retain 50% of his or her net shares obtained through vesting of shares or exercising stock options until the executive is in compliance with the established guidelines. Executives must remain in compliance with the established guidelines after any sale of shares of the Company’s Common Stock.

On November 23, 2015, the Company entered into an employment agreement with Ms. Drake, pursuant to which Ms. Drake agreed to continue to serve as the Company’s CEO and President. The agreement provides for an initial one-year term, which will be automatically extended, upon the same terms and conditions, for successive one-year periods unless either party, at least 60 days prior to the expiration of the then-current term, gives written notice to the other of its intention not to renew such employment. The agreement provides that Ms. Drake will receive an annual base salary of $700,000, with such base salary effective retroactive to June 1, 2015. Additionally, the agreement provides to Ms. Drake, among other things, (i) a one-time bonus of $200,000; (ii) an annual bonus based on a target opportunity pursuant to the Company’s Annual Incentive Plan which shall be adopted annually by the Board; and (iii) a grant of 120,000 shares of the Company’s Common Stock in the form of performance shares (the “Promotion Award”) pursuant to the terms and conditions of the 2009 Incentive Plan with a vesting year term from fiscal 2015 to fiscal 2018, 40,000 of which shall vest if environmental remediation reimbursement advancement agreements are achieved, 40,000 of which shall vest if competitive improvement program restructuring execution is achieved, and 40,000 of which shall vest if AR1 program achievement is attained. In addition, Ms. Drake will be eligible to participate in future grants pursuant to the 2009 Incentive Plan with a target opportunity of 200% of her base salary in effect for the then-current fiscal year.

In the event that the Company terminates Ms. Drake’s employment for Cause or Ms. Drake resigns other than for Good Reason (as such terms are defined in the agreement), the Company’s obligations will generally be limited to (i) payment of her base salary accrued up to and including the date of termination or resignation, to be paid at termination, (ii) payment in lieu of any accrued but unused vacation time, in accordance with the Company’s vacation policy, (iii) payment of any unreimbursed expenses in accordance with the Company’s business reimbursement policy, (iv) immediate vesting of any unvested time-based restricted shares, and (v) payments and benefits under any Company benefit plan, program or policy that Ms. Drake participated in during employment and paid pursuant to the terms of such plan, program and policy (the “Accrued Obligations”).

outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from the date of termination with a maximum value of $25,000; (v) in the case of Death, life insurance benefits paid in accordance with the terms of the policy and coverage in which Ms. Drake was enrolled before the date of Death; and (vi) in the case of termination due to Disability, the Company shall pay for the premiums associated with a six (6) month continuation, without any required contributions from Ms. Drake (but subject to all other plan and policy terms) in Ms. Drake’s Company provided life insurance policy in which she is enrolled before the date of termination; and (vii) provided Ms. Drake timely elects and is eligible for COBRA coverage, the Company shall pay for the premiums associated with six (6) months of Ms. Drake’s continued participation, without any required contributions from Ms. Drake (but subject to all other plan terms, including co-payments and deductibles) in the Aerojet Rocketdyne Medical Plan, the Aerojet Rocketdyne Dental Plan, and the Aerojet Rocketdyne Vision Plan (the “Benefit Plans”) in which she is enrolled before the date of termination.

If Ms. Drake’s employment is terminated at the Company’s election at any time for reasons other than Cause, or by Ms. Drake for Good Reason (and not for Death or Disability or in connection with a change in control), then Ms. Drake shall be entitled to receive the Accrued Obligations and severance payments and benefits equal to the following: (i) twelve (12) months of her base salary paid in installments; (ii) other than the Promotion Award which shall not vest, to the extent unvested at the time of Ms. Drake’s termination of employment, immediate full vesting of all of Ms. Drake’s equity awards under the 2009 Incentive Plan (at target performance, if applicable); (iii) Ms. Drake will have the opportunity to continue to participate in the Company provided life insurance policy in which she is enrolled before the date of termination at an amount of 1x Base Salary for a period of twelve (12) months following the date of termination; (iv) provided Ms. Drake timely elects and is eligible for COBRA coverage, the Company shall pay for the premiums associated with eighteen (18) months of Ms. Drake’s continued participation, without any required contributions from Ms. Drake (but subject to all other plan terms, including co-payments and deductibles) in the Benefit Plans in which she is enrolled prior to the date of termination; and (v) outplacement services provided by the Company-designated outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from the date of termination with a maximum value of $25,000.

If Ms. Drake’s employment is terminated by the Company without Cause (excluding due to a death or disability) or by Ms. Drake for Good Reason within eighteen (18) months following a Change in Control (as defined in the Plan) then Ms. Drake shall be entitled to the following payments and benefits: (i) the Accrued Obligations; (ii) annual target bonus for the pro-rated portion of the fiscal year prior to the Change in Control paid in a lump sum; (iii) a severance payment equal to eighteen (18) months of (y) Ms. Drake’s base salary and (z) annual target bonus paid in a lump sum; (iv) other than the Promotion Award which shall not vest, to the extent unvested at the time of Ms. Drake’s termination of employment, immediate full vesting of all of Ms. Drake’s equity awards under the 2009 Incentive Plan (at target performance, if applicable); (v) Ms. Drake will have the opportunity to continue to participate in the Company provided life insurance policy in which she is enrolled before the date of termination at an amount of 1x Base Salary for a period of twelve (12) months following the date of termination; (vi) provided Ms. Drake timely elects and is eligible for COBRA coverage, the Company shall pay for the premiums associated with eighteen (18) months of Ms. Drake’s continued participation, without any required contributions from Ms. Drake (but subject to all other plan terms, including co-payments and deductibles) in certain health-related benefit plans in which Ms. Drake is enrolled prior to the date of termination; and (vii) outplacement services provided by the Company-designated outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from Ms. Drake’s date of termination with a maximum value of $25,000.

On December 20, 2016, the Company and Ms. Redd entered into a Transition and General Release Agreement (the “Transition Agreement”). Under the terms of the Transition Agreement, Ms. Redd will serve as Vice President, CFO and Assistant Secretary (Transitioning) for the Company until the later of March 1, 2017 or the filing of the Company’s 2016 Annual Report on Form 10-K (which shall occur no later than April 30, 2017) (the “Transition Period”) to, among other things, support the transition of the new CFO. The Company continued to pay Ms. Redd’s salary during the Transition Period and she continued to be enrolled in the same Company insurance benefits in which she participated as of December 20, 2016. Ms. Redd’s 2013 time-based equity award under the Company’s 2009 Incentive Plan vested according to plan terms and on schedule. The vesting of Ms. Redd’s 2014 time-based equity award granted under the 2009 Incentive Plan was accelerated to vest on the last day of the Transition Period. Ms. Redd remained eligible for payment under the Company’s 2016 Annual Cash Incentive Program, which was paid at the same time as cash incentive

Per the Transition Agreement, if Ms. Redd re-executes the Transition Agreement within 21 calendar days of the conclusion of the Transition Period, (i) her 2015 and 2016 equity grants under the Company’s 2009 Incentive Plan will vest, (ii) she will receive a separation pay of $165,059 representing 20 weeks of pay, in the form of a lump sum payment, minus applicable deductions and withholdings, (iii) she will continue to participate, without any required deductions, in the Company’s benefits plans in which she is enrolled prior to the end of the Transition Period to the end of the month following 180 calendar days from the last day of the Transition Period and (iv) she will remain eligible for a pro-rated portion of her award under the Company’s 2017 Annual Cash Incentive Plan, which would be paid at the same time as cash incentive payments are paid to the Company’s executives generally. Ms. Redd did re-execute the Transition Agreement on March 1, 2017.

Section 162(m) of the Code limits the amount of compensation paid to our CEO and President and our other three most highly compensated executive officers, other than our CFO, that may be deducted by us for federal income tax purposes in any fiscal year to $1,000,000. “Performance-based” compensation that has been approved by our stockholders and otherwise satisfies the performance-based requirements under Section 162(m) of the Code is not subject to the Code’s $1,000,000 deduction limit. While the Organization & Compensation Committee prefers compensation paid to our named executive officers to be tax deductible under the Code, the Organization & Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet the standards of Section 162(m) when it determines is necessary or appropriate to enable the Company to continue to attract, retain, reward and motivate its highly qualified executives. Therefore, we reserve the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible.



Name and Principal Position	Fiscal Period	Salary⁽¹⁾		Bonus		Stock Awards⁽²⁾			Options/SARs Awards⁽²⁾			Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation⁽⁴⁾		Total
Warren G. Lichtenstein⁽⁵⁾
Executive Chairman	2016	$	—	$	—	$	6,191,807	⁽⁶⁾	$	1,162,407	⁽⁷⁾	$	—	$	—	$	7,354,214
Eileen P. Drake⁽⁸⁾	2016	702,692		—		1,049,998		⁽⁹⁾	501,060			951,673		40,229		3,245,652
CEO and President	Dec 2015	61,923		—		—			—			80,827		—		142,750
	2015	477,695		200,000		3,916,338			241,662			574,587		76,585		5,486,867
Mark A. Tucker ⁽¹⁰⁾	2016	434,538		—		409,503		⁽¹¹⁾	195,415			421,589		11,925		1,472,970
Chief Operating Officer	Dec 2015	37,154		—		—			—			35,806		—		72,960
	2015	384,341		—		264,614			170,523			256,536		10,921		1,086,935
Paul R. Lundstrom⁽¹²⁾
Vice President, CFO	2016	66,154		100,000		656,400		⁽¹³⁾	—			59,762		359,599		1,241,915
Arjun L. Kampani⁽¹⁴⁾
Vice President, General Counsel and Secretary	2016	237,500		100,000		872,156		⁽¹⁵⁾	117,563			263,656		92,874		1,683,749
Kathleen E. Redd	2016	427,872		—		1,225,183		⁽¹⁶⁾	35,281		⁽¹⁷⁾	364,329		11,925		2,064,590
Vice President, CFO and Assistant Secretary (Retired)	Dec 2015	36,858		—		—			—			30,943		—		67,801
	2015	414,289		200,000		418,340			269,603			289,512		11,925		1,603,669
	2014	390,294		—		482,731			—			242,711		11,700		1,127,436



Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) ⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards (#)			Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Options/SARs ($/Sh)		Grant Date Fair Value of Stock and Option/SARs Awards ($)
		Threshold⁽²⁾		Target		Maximum		Threshold	Target	Maximum
Warren G. Lichtenstein
Restricted Stock	01/15/2016										1,829				$	27,490		⁽³⁾
Restricted Stock	01/15/2016										914				13,737			⁽³⁾
Restricted Stock	05/02/2016										11,462				209,984			⁽³⁾
Restricted Stock	05/16/2016										3,811				66,997			⁽³⁾
Restricted Stock	05/16/2016										1,905				33,490			⁽³⁾
Restricted Stock	08/19/2016										180,000				3,241,800
Restricted Stock	08/19/2016								200,000						2,598,309			⁽⁴⁾
Stock Options	08/19/2016								200,000				$	18.01	1,162,407			⁽⁵⁾
Eileen P. Drake
Annual Incentive Award		$	—	$	700,000	$	1,400,000
Restricted Stock	04/05/2016							32,854	65,707	131,414					1,049,998			⁽⁶⁾
SARs	04/05/2016											68,189	15.98		501,060			⁽⁷⁾
Mark A. Tucker
Annual Incentive Award		—		283,920		567,840
Restricted Stock	04/05/2016							12,813	25,626	51,252					409,503			⁽⁶⁾
SARs	04/05/2016											26,594	15.98		195,415			⁽⁷⁾
Paul R. Lundstrom
Restricted Stock	11/07/2016	—		38,114		76,227					40,000				656,400
Arjun L. Kampani
Annual Incentive Award		—		178,750		357,500
Restricted Stock	04/11/2016							7,758	15,516	31,031					243,756			⁽⁶⁾
Restricted Stock	04/11/2016										40,000				628,400
SARs	04/11/2016											16,274	15.71		117,563			⁽⁷⁾
Kathleen E. Redd
Annual Incentive Award		—		278,950		557,900
Restricted Stock	04/05/2016										54,383				979,438			⁽⁸⁾
Restricted Stock Modification	04/07/2014														5,171			⁽⁸⁾
Restricted Stock Modification	03/30/2015														219,517			⁽⁸⁾
Restricted Stock Modification	04/17/2015														21,057			⁽⁸⁾
Stock Options Modification	03/30/2015														(170,701		)	⁽⁸⁾
Stock Options Modification	04/17/2015														(10,260		)	⁽⁸⁾
SARs	04/05/2016											28,219	15.98		216,242			⁽⁹⁾



Name	Option/SARs Awards								Stock Awards
	Number of Securities Underlying Unexercised Options/SARs (#) Exercisable	Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option/SARs (#)		Option/ SARs Exercise Price ($)		Option/ SARs Expiration Year	Service-Based Equity Awards				Equity Incentive Plan Awards
									Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
Warren G. Lichtenstein
Restricted Stock									—		—		200,000	⁽²⁾	$	3,590,000
									180,000	⁽³⁾	$	3,231,000	—		—
									1,905	⁽⁴⁾	34,195		—		—
									5,731	⁽⁵⁾	102,871		—		—
									914	⁽⁶⁾	16,406		—		—
SARs	9,317	—		—		$	13.23	2020
	13,619	—		—		6.82		2019
	15,454	—		—		6.01		2018
	27,479	—		—		4.63		2017
	6,000	—		—		2.39		2019
	6,000	—		—		8.48		2018
	12,000	—		—		8.48		2018
Stock Options	—	—		200,000	⁽⁷⁾	18.01		2023
	43,546	—		—		17.27		2021
Eileen P. Drake
Restricted Stock									—		—		131,414	⁽⁸⁾	2,358,881
									—		—		40,000	⁽⁹⁾	718,000
									—		—		32,522	⁽¹⁰⁾	583,770
									28,937	⁽¹¹⁾	519,419		—		—
									25,667	⁽¹²⁾	460,723		—		—
Stock Options	—	17,848	⁽¹³⁾	—		23.06		2022
SARs	—	68,189	⁽¹⁴⁾	—		15.98		2023
Mark A. Tucker
Restricted Stock									—		—		51,252	⁽⁸⁾	919,973
									—		—		22,950	⁽¹⁰⁾	411,953
									4,777	⁽¹⁵⁾	85,747		—		—
									—		—		28,662	⁽¹⁶⁾	514,483
SARs	—	26,594	⁽¹⁴⁾	—		15.98		2023
Stock Options	—	12,594	⁽¹³⁾	—		23.06		2022
Paul R. Lundstrom
Restricted Stock									40,000	⁽¹⁷⁾	718,000		—		—
Arjun L. Kampani
Restricted Stock									—		—		31,031	⁽⁸⁾	557,006
									40,000	⁽¹⁸⁾	718,000		—		—
SARs	—	16,274	⁽¹⁹⁾	—		15.71		2023
Kathleen E. Redd
Restricted Stock									—		—		54,383	⁽²¹⁾	976,175
									—		—		2,710	⁽²¹⁾	48,645
									—		—		33,876	⁽²¹⁾	608,074
									6,988	⁽²⁰⁾	125,435		—		—
									—		—		41,927	⁽¹⁶⁾	752,590
SARs	—	28,219	⁽²¹⁾	—		15.98		2023
	20,000	—		—		4.25		2018
Stock Options	—	1,487	⁽²¹⁾	—		20.48		2022
	—	18,591	⁽²¹⁾	—		23.06		2022
	5,612	—		—		16.59		2021
	1,750	—		—		6.00		2019
	22,449	—		—		6.01		2018
	64,555	—		—		4.91		2017
	35,000	—		—		4.54		2019

Total pension benefits for the named executive officers other than the Executive Chairman and certain other highly compensated employees were determined under a combination of the 2009 Pension BRP Plan, which is a non-qualified plan, and the Qualified Pension Plan. As set forth above, the Qualified Pension Plan is a qualified pension plan that provides pension benefits for employees, the amount of which is limited under Section 401(a)(17) or 415 of the Code (or any successor provisions). The 2009 Pension BRP Plan restored the pension plan benefits which executives and their beneficiaries would otherwise lose as a result of the limitations under Section 401(a)(17) or 415 of the Code (or any successor provisions). Eligibility to participate in the 2009 Pension BRP Plan was designated by the Organization & Compensation Committee.

The 2009 401(k) BRP Plan is a non-qualified, unfunded plan designed to enable participants to defer their compensation on a pre-tax basis. Under the 2009 401(k) BRP Plan, a select group of employees approved by the Organization & Compensation Committee, elect to defer compensation earned in the current year such as salary and certain other incentive compensation that would otherwise be paid in the current year. Effective January 1, 2009, obligations with respect to benefits that were earned or vested under the Prior Pension BRP after December 31, 2004, and were related to the restoration of 401(k) benefits which such employees and their beneficiaries would otherwise have lost as a result of Code limitations upon accrual and/or payment of benefits from the Aerojet Rocketdyne Retirement Savings Plan, along with all associated earnings, were transferred to, and will be maintained under and paid from the 2009 401(k) BRP Plan. Accordingly, only benefits that are exempt from Section 409A of the Code will be maintained under and paid from the Prior Pension BRP, in accordance with the terms of the Prior Pension BRP.

If Ms. Drake’s employment is terminated at any time due to her Death or Disability (as such terms are defined in the agreement), Ms. Drake shall be entitled to receive the Accrued Obligations and severance payments and benefits equal to the following: (i) twelve (12) months of her base salary paid in installments; (ii) any bonuses earned and paid by the date of termination; (iii) other than the Promotion Award which shall not vest, to the extent unvested at the time of Ms. Drake’s termination of employment, immediate full vesting of all of Ms. Drake’s equity awards under the 2009 Incentive Plan (at target performance, if applicable); (iv) outplacement services provided by the Company-designated outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from the date of termination with a maximum value of $25,000; (v) in the case of Death, life insurance benefits paid in accordance with the terms of the policy and coverage in which Ms. Drake was enrolled before the date of Death; and (vi) in the case of termination due to Disability, the Company shall pay for the premiums associated with a six (6) month continuation, without any required contributions from Ms. Drake (but subject to all other plan and policy terms) in Ms. Drake’s Company provided life insurance policy in which she is enrolled before the date of termination; and (vii) provided Ms. Drake timely elects and is eligible for COBRA coverage, the Company shall pay for the premiums associated with six (6) months of Ms. Drake’s continued participation, without any required contributions from Ms. Drake (but subject to all other plan terms, including co-payments and deductibles) in the Aerojet Rocketdyne Medical Plan, the Aerojet Rocketdyne Dental Plan, and the Aerojet Rocketdyne Vision Plan (the “Benefit Plans”) in which she is enrolled before the date of termination.

The Company does not have a severance plan in place for the current named executive officers with the exception of Ms. Drake. Ms. Redd retired from the Company pursuant to her Transition Agreement on March 1, 2017. The Company has a policy for a reduction in force, pursuant to which Messrs. Lundstrom, Tucker and Kampani, as well as all other employees of the Company are eligible to participate. The policy provides for employees to continue participating in health, welfare, and retirement benefit plans for a period of 60 days per the terms of the applicable plans and subject to all conditions thereof. Upon execution of a release, the named executive officer is eligible to receive separation pay of five weeks’ pay plus one additional week’s pay for each full or partial year of service, with the maximum amount of separation pay being 30 weeks’ pay. In addition, with an executed release, the named executive officer is eligible to continue participation in certain health and welfare benefits for a total period of 180 days from the date of reduction in force. Overlapping benefits under both the standard and enhanced benefits provisions will be inclusive in this six month period.

Equity awards made to employees, including the named executive officers, generally provide for the immediate accelerated vesting of the award, including stock options, performance-based stock options at maximum vesting, SARs, time-based restricted stock and performance-based restricted stock at maximum vesting (regardless of whether or not the performance target is ultimately met) upon a change in control of the Company regardless of whether a termination occurs. Ms. Drake’s performance-based equity wards will vest at target vesting as discussed in Termination Benefits for Eileen P. Drake on page 50. Mr. Lichtenstein’s equity grants awarded in connection with his appointment as Executive Chairman will be evaluated and may become immediately vested if his employment terminates for any reason upon a Change in Control upon the approval of the Board in its full discretion.

Prior to engagement of the independent auditors for the next year’s audit, management will submit an aggregate of services expected to be rendered during the year for Audit, Audit-Related, Tax and Other Fees for approval. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditors and management to report actual fees versus the budget periodically throughout the year by category of service. During the fiscal year, circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditors.

Stockholders who intend to have their proposals considered for inclusion in the Company’s proxy materials related to the 2018 annual meeting of stockholders must submit their proposals to the Company by November 24, 2017. Stockholders who intend to present a proposal at the 2018 annual meeting of stockholders without inclusion of that proposal in the Company’s proxy materials are required to provide notice of their proposal to the Company no later than the close of business on February 3, 2018 nor earlier than the close of business on January 4, 2018. The Company’s Proxy Statement for the 2018 annual meeting of stockholders will grant authority to the persons named in the proxy card to exercise their voting discretion with respect to any proposal of which the Company does not receive notice by February 3, 2018. All proposals for inclusion in the Company’s proxy materials and notices of proposals should be sent to Chairman of the Corporate Governance & Nominating Committee, c/o Secretary, Aerojet Rocketdyne Holdings, Inc., 222 N. Sepulveda Blvd, Suite 500, El Segundo, California 90245.



TABLE OF CONTENTS
		Page
FREQUENTLY ASKED QUESTIONS		1
PROPOSAL 1 - ELECTION OF DIRECTORS		6
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES		10
DIRECTOR COMPENSATION		16
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS		22
AUDIT AND ORGANIZATION & COMPENSATION COMMITTEE REPORTS		24
EXECUTIVE OFFICERS OF THE REGISTRANT		25
EXECUTIVE COMPENSATION		27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		52
PROPOSAL 2 - ADVISORY VOTE ON AEROJET ROCKETDYNE’S EXECUTIVE COMPENSATION PROGRAM		54
PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE FOR AEROJET ROCKETDYNE’S EXECUTIVE COMPENSATION PROGRAM		55
PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS		56
OTHER BUSINESS		57



Name	Value of Equity Ownership*		Date of Election	Years as a Director
Thomas A. Corcoran	$	2,589,503	09/24/2008	8.3
James R. Henderson	3,241,512		03/05/2008	8.8
Lance W. Lord	271,476		02/02/2015	1.9
Merrill A. McPeak	842,071		03/27/2013	3.8
James H. Perry	3,594,359		05/16/2008	8.6
Martin Turchin	3,166,324		03/05/2008	8.8



Name	Unvested Stock Awards	Outstanding and Unexercised SARs
Thomas A. Corcoran	5,371	72,907
James R. Henderson	6,048	60,606
Lance W. Lord	4,268	—
Merrill A. McPeak	5,662	7,355
James H. Perry	6,110	87,907
Martin Turchin	5,522	87,907



Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾⁽²⁾	Percent of Class
Directors
Thomas A. Corcoran⁽³⁾	97,323	*
James R. Henderson⁽⁴⁾	145,959	*
Lance W. Lord⁽⁵⁾	15,658	*
Merrill A. McPeak⁽⁶⁾	46,046	*
James H. Perry	145,564	*
Martin Turchin ⁽⁷⁾	121,718	*
Executive Officers
Warren G. Lichtenstein⁽⁸⁾	635,765	*
Eileen P. Drake	295,051	*
Mark A. Tucker	108,313	*
Paul R. Lundstrom	40,000	*
Arjun L. Kampani	71,031	*
Kathleen E. Redd⁽⁹⁾	317,312	*
All Current Directors and Executive Officers as a group (12 persons)	2,039,740	2.7%



AAR Corp.		Hexcel Corp.
Barnes Group Inc.		Kaman Corp.
BE Aerospace Inc.		Kratos Defense & Security Solutions, Inc.
Crane Co.		MOOG Inc.
Cubic Corp.		Orbital Sciences Corp.
Curtiss Wright Corp.		Teledyne Technologies Incorporated.
Ducommun, Inc.		Triumph Group Inc.
Esterline Technologies Corp.		Woodward Inc.
Heico Corp.


•	To elect eight directors to our Board (the Board’s nominees are: Thomas A. Corcoran; Eileen P. Drake; James R. Henderson; Warren G. Lichtenstein; Lance W. Lord; Merrill A. McPeak; James H. Perry; and Martin Turchin) to serve until the 2018 annual meeting of stockholders and until their respective successors have been duly elected and qualified (“Proposal 1”);


•	To consider and approve an advisory resolution to approve executive compensation (“Proposal 2”);


•	To consider and act upon an advisory vote on the frequency of the advisory vote regarding the resolution to approve executive compensation (“Proposal 3”);


•	To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending December 31, 2017 (“Proposal 4”); and


•	Any other matter that may properly be brought before the Annual Meeting.


•	By Telephone: You may vote by calling the toll-free telephone number indicated on your proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your voting instructions have been properly recorded.


•	By Internet before the meeting date: You may vote by going to the Internet website indicated on your proxy card. Confirmation that your voting instructions have been properly recorded will be provided.


•	By Mail: You may vote by completing, signing, dating and returning a proxy card which will be mailed to you if you request delivery of a full set of proxy materials. A postage-paid envelope will be provided along with the proxy card.


•	Sending written notice of revocation to the Company, c/o the Secretary;


•	Submitting a new, proper proxy by telephone, Internet or paper ballot, after the date of the earlier voted proxy; or


•	ensuring effective implementation of board decisions;


•	Attending the Annual Meeting via the Internet at ajrd.onlineshareholdermeeting.com and voting using the control number we have provided to you.


•	leading the Board in all aspects of its role, including regularity and frequency of meetings, and agenda setting;


•	establishing the style and tone of board discussions to promote effective decision-making;


•	presiding over meetings of the Board (other than executive sessions of the independent Directors), and annual and special meetings of stockholders;


•	ensuring that the Board functions at a high level on a continuing basis;


•	supporting the recruitment and training, as necessary, of new members of the Board;


•	facilitating communication between and among independent Directors and management;


•	leading senior management in developing recommendations for the Company’s strategy for presentation to the Board for approval;


•	supporting the CEO and President in implementing and executing Company strategy; and


•	fostering open communication with major stockholders through stockholder outreach and engagement initiatives.


•	the director is, or has been within the last three years, an employee of the listed Company, or an immediate family member is, or has been within the last three years, an executive officer of the listed Company;


•	the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);


•	the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the listed Company’s present executive officers at the same time serves or served on that company’s compensation committee; or


•	the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to or received payments from, the listed Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other listed Company’s consolidated gross revenues.



Name	Audit	Corporate Governance & Nominating	Organization & Compensation
Thomas A. Corcoran		X	X
James R. Henderson	X	X*
Lance W. Lord	X		X
Merrill A. McPeak		X	X*
James H. Perry	X*		X
Martin Turchin	X	X
Total meetings in fiscal 2016	6	3	5



*	Value is based on the stock price on December 30, 2016 of $17.95.



Name	Fees Earned or Paid ($)⁽¹⁾		Stock Awards ($)⁽²⁾⁽³⁾		Option Awards ($)⁽²⁾⁽³⁾		All Other Compensation ($)		Total ($)
Thomas A. Corcoran	$	102,201	$	141,070	$	—	$	—	$	243,271
James R. Henderson	125,961		152,951		—		—		278,912
Lance W. Lord	92,579		113,114		—		—		205,693
Merrill A. McPeak	112,477		146,209		—		—		258,686
James H. Perry	128,202		154,062		—		—		282,264
Martin Turchin	107,466		143,704		—		—		251,170


(A)	These shares vest on the earlier of the Director’s retirement from the Board or the one year anniversary of the grant date.


(B)	These equity awards vest in 50% increments on the six-month and twelve-month anniversary of the grant date.


(3)	The following table shows the amount of outstanding and unexercised SARs awards and unvested stock awards as of December 31, 2016 for each non-employee Director who served as a Director in fiscal 2016.