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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2022
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 1-01520
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  Aerojet Rocketdyne Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 34-0244000
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
222 N. Pacific Coast Highway, Suite 500 El Segundo, California 90245
(Address of principal executive offices) (Zip Code)
(310) 252-8100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.10 par value AJRDNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
The aggregate market value of the voting common equity held by nonaffiliates of the registrant as of June 30, 2022, was $3.3 billion.
As of February 9, 2023, there were 80,677,246 outstanding shares of the Company’s common stock, including unvested common shares, $0.10 par value.
DOCUMENTS INCORPORATED BY REFERENCE: None.



EXPLANATORY NOTE

On February 15, 2023, Aerojet Rocketdyne Holdings, Inc. (the "Company," "we," "our," or "us") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, (the "Original Form 10-K"). The Original Form 10-K omitted Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) in reliance on the General Instructions to Form 10-K, which provides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission (the "SEC") not later than 120 days after the end of the fiscal year.
We currently do not expect that the Company’s definitive proxy statement for the 2023 annual meeting of stockholders will be filed within 120 days after the end of the last fiscal year. Accordingly, this Amendment No. 1 to Form 10-K (this "Amendment") is being filed solely to:

•amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K to include the information required by such Items; and

•in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the"Exchange Act") file new certifications of the Company’s principal executive officer and principal financial officer required by Rule 13a-14(a) under the Exchange Act as exhibits to this Amendment under Item 15 of Part IV hereof.

The cover page of the Form 10-K is also amended to delete the reference to incorporation by reference of the Company’s definitive proxy statement.

This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K and does not otherwise reflect any events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K, and our other SEC filings subsequent to the date of the Original Form 10-K.





Aerojet Rocketdyne Holdings, Inc.
Annual Report on Form 10-K/A
For the Year Ended December 31, 2022
Table of Contents 
Item
Number
PART  III
10Directors, Executive Officers and Corporate Governance
11Executive Compensation
12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13Certain Relationships and Related Transactions, and Director Independence
14Principal Accountant Fees and Services
PART  IV
15Exhibits and Financial Statement Schedules
Signatures



Part III
Item  10. Directors, Executive Officers and Corporate Governance
Directors of the Registrant
The board of directors of the Company (the “Board”) currently consists of eight Directors. Set forth below are the names and ages of each Director on the Board and their principal occupations at present and for the past five years, as well as their particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director for the Company. Each director was last elected by Stockholders at a special meeting of stockholders held on June 30, 2022, to hold office until the Company’s 2023 Annual Meeting or until his or her successor has been elected and qualified. There are, to the knowledge of the Company, no agreements or understandings by which these individuals were so selected. No family relationships exist between any Directors or executive officers, as such term is defined in Item 402 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The ages of the directors set forth below are given as of December 31, 2022.
Gail Baker, 60, has served on the Board since 2022. Ms. Baker has served as the President, Aftermarket Services for Collins Aerospace from 2019 until her retirement in 2020. In this role, she led the $11 billion worldwide commercial and military aftermarket business and customer service organizations, and her responsibilities included customer-tailored solutions, long-term aftermarket programs, spares planning and delivery, asset management, technical and strategic planning and management of 14 global maintenance, repair and overhaul facilities. From 2017 to 2019, Ms. Baker served as the President, Intelligence, Surveillance, Reconnaissance and Space at Collins Aerospace. From 2015 to 2017, she served as the President, Air Management Systems, European Entities and Aftermarket for UTC Aerospace Systems, a predecessor of Collins Aerospace. From 2011 to 2015, she also served as the President, Aerospace Customers and Business Development for UTC Aerospace Systems. Ms. Baker currently serves as a director on the board of Leonardo DRS, serving on the Compensation Committee as well as the Board of Advisors of Capewell Aerial Systems. Ms. Baker was selected to serve on our Board due to her considerable aerospace and defense industry experience and operational expertise and public company board experience.
Marion C. Blakey, 74, has served on the Board since 2022. Ms. Blakey has served as President and Chief Executive Officer (“CEO”) of Rolls-Royce North America Inc. until 2018. Prior to joining Rolls-Royce, Blakey was President and CEO of the Aerospace Industries Association for eight years where she provided the leading voice for the aerospace and defense industry representing more than 270 member companies. From 2002 to 2007, Blakey was Administrator of the Federal Aviation Administration where she operated the world’s largest air traffic control system and managed 44,000 employees and a $14 billion budget. Prior to 2002, she held several senior positions, including Chairman of the National Transportation Safety Board and Administrator of the U.S. Department of Transportation’s National Highway Traffic Safety Administration, as well as ran her own consulting firm focusing on transportation and infrastructure issues. Ms. Blakey currently serves as a director on the boards of Sun Country Airlines, New Vista Acquisition Corporation and Eve Holding, Inc., and was previously a director at Alaska Air Group and Cobham PLC. Ms. Blakey was selected to serve on our Board due to her extensive aerospace and defense industry experience and public company board experience.
Major General Charles F. Bolden, Jr., 76, has served on the Board since 2022. Mr. Bolden has served as the Administrator of the National Aeronautics and Space Administration (“NASA”) from July 2009 until January 2017. Bolden’s 34-year career with the Marine Corps included 14 years as a member of NASA’s Astronaut Office. After joining the office in 1980, he traveled into orbit four times aboard the space shuttle between 1986 and 1994, commanding two of the missions and piloting two others. Today, in addition to his numerous professional affiliations, Maj. Gen. Bolden serves as the Founder and CEO Emeritus of The Charles F. Bolden Group, providing leadership in the areas of Space/ Aerospace Exploration, National Security, STEM+AD Education and Health Initiatives. Maj. Gen. Bolden currently serves as a director on the boards of Atlas Air Worldwide Holdings, Ligado Networks LLC and Blue Cross Blue Shield of South Carolina, and was previously a director at Bristow Group, LORD Corp, Marathon Oil, and GenCorp. Mr. Bolden was selected to serve on our Board due to his extensive career as a senior military officer with the United States (“U.S.”) Marine Corps, his experience with NASA, and public company board experience.
General Kevin P. Chilton, 68, has served on our Board since 2018. Gen. Chilton has also served as president of Chilton & Associates LLC, an aerospace, cyber and nuclear consulting company, since 2011. Gen. Chilton retired from the U.S. Air Force in 2011 after over 34 years of service, completing his career as the Commander, U.S. Strategic Command, where he was responsible for the plans and operations for all U.S. forces conducting strategic nuclear deterrence, space and cyberspace operations. Prior to his service as Commander, U.S. Strategic Command, Gen. Chilton served as Commander of Air Force Space Command, where he was responsible for all Air Force space and nuclear ICBM programs. Before that, Gen. Chilton held a number of positions in the Department of Defense including: Commander of the 9th Reconnaissance Wing; Commander of the 8th Air Force; Deputy Director of Politico-Military Affairs, Asia-Pacific and Middle East; Deputy Director of Programs; and acting Assistant Vice Chief of Staff of the Air Force. From 1987 to 1998, Gen. Chilton served as a NASA Astronaut, participating in three space shuttle flights and as Deputy Program Manager for Operations for the International Space Station Program.
Gen. Chilton presently serves on the board of directors of Lumen Technologies (previously known as CenturyLink, Inc.), Cobham Advanced Electronic Systems, and is an Independent Manager of the Board of Governors of Lawrence Livermore National Labs and a Manager of the Board of Managers of Sandia National Labs. He has previously served on the boards of directors of Anadarko Petroleum Corporation until 2017, Level 3 Communications, Inc. until 2017, and Orbital ATK, Inc. until 2017. Gen. Chilton is a distinguished graduate of the U.S. Air Force Academy, with a Bachelor of Science degree in Engineering
1

Science; a Columbia University Guggenheim Fellow with a Master of Science degree in Mechanical Engineering; and a distinguished graduate of the U.S. Air Force pilot training and test pilot schools. Gen. Chilton was also awarded an honorary Doctor of Laws degree from Creighton University. Gen. Chilton was selected to serve on our Board due to his extensive career as a senior military officer with the U.S. Air Force, his experience as a NASA Astronaut, and his significant public company board experience.
Thomas A. Corcoran, 78, has served on our Board since 2008. Mr. Corcoran has been President of Corcoran Enterprises, LLC, a management consulting company, since 2001. He also served as Senior Advisor of The Carlyle Group, a private investment firm, from 2001 to 2017, and has held a number of senior executive positions, including President and CEO of Gemini Air Cargo, Inc. (a Carlyle Group company) from 2001 to 2004; President and CEO of Allegheny Teledyne Incorporated from 1999 through 2000; and President and Chief Operating Officer (“COO”) of Lockheed Martin Corporation’s Electronic Systems and Space & Strategic Missiles sectors from 1993 to 1999. Mr. Corcoran was also elected a corporate officer and rose to the number two position in G.E. Aerospace as Vice President (“VP”) and General Manager of G.E. Aerospace Operations in 1990, after beginning his career with General Electric Company in 1967. Mr. Corcoran has been a director of numerous private and public companies, and currently serves on the board of directors of L3Harris Technologies, Inc. (“L3 Harris”). Mr. Corcoran was selected to serve on our Board due to his considerable industry knowledge gained from extensive experience as a senior executive in the aerospace industry, extensive management experience, including as CEO, in aerospace and defense industry, and his significant public company board experience, including service as a director of a Fortune 500 company.
Eileen P. Drake, 56, has served on our Board since 2015. Ms. Drake has also served as CEO and President of the Company since June 2015. Immediately prior to these roles, she served as the Company’s COO from March 2015 to June 2015. Before joining the Company, Ms. Drake held several senior positions with United Technologies Corporation (“UTC”), a multinational manufacturing conglomerate, from 2003 to 2015, including President of Pratt & Whitney AeroPower’s auxiliary power unit and small turbojet propulsion business from 2012 to 2015. From 1996 to 2003, 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. Ms. Drake also served on active duty for seven years as a U.S. Army aviator and airfield commander of Davison Army Airfield in Fort Belvoir, Virginia. Ms. Drake additionally serves on the board of directors of Woodward, Inc. and the non-profit organization National Girl Scouts. She is a distinguished military graduate of the U.S. Army Aviation Officer School and 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 licenses in both fixed-wing and rotary-wing aircraft. Ms. Drake was selected to serve on our Board due to her considerable aerospace and defense industry knowledge and operational expertise and public company board experience.
Deborah Lee James, 64, has served on the Board since 2022. Ms. James has served as the 23rd Secretary of the United States Air Force, a position she held from December 2013 to January 2017. Prior to her role as Secretary of the Air Force, Ms. James held various executive positions during a 12-year tenure at Science Applications International Corporation (“SAIC”), most recently serving as Sector President, Technical and Engineering of the Government Solutions Group. SAIC is a provider of services and solutions in the areas of defense, health, energy, infrastructure, intelligence, surveillance, reconnaissance and cybersecurity to agencies of the U.S. Department of Defense (“DoD”), the intelligence community, the U.S. Department of Homeland Security, foreign governments and other customers. Earlier in her career, Ms. James served as Professional Staff Member for the House Armed Services Committee and as the DoD Assistant Secretary of Defense for Reserve Affairs. Ms. James serves as a director on the boards of Textron Inc. and Unisys Corporation. Ms. James was selected to serve on our Board due to her public company board experience and her extensive military career in the U.S. Air Force.
General Lance W. Lord, 76, has served on our Board since 2015. Since retiring from the U.S. Air Force in 2006 after 37 years of military service, Gen. Lord has been a Senior Associate of The Four Star Group, LLC, a private aerospace and defense advisory and consulting group, since 2008, and a Senior Associate of HF GlobalNET, LLC, a private communication network company, since 2014. In 2010, Gen. Lord founded L2 Aerospace, LLC (now known as L2 Solutions, LLC), an innovative company to shape and influence the business competition in the dynamic and emerging commercial, civil and defense aerospace markets. While in the military, Gen. Lord held a number of significant posts, including Commander, Air Force Space Command, from 2002 to 2006, during which time he was responsible for the development, acquisition and operation of Air Force space and missile weapon systems. In that position, he led more than 39,700 personnel who provided space and intercontinental ballistic missile combat capabilities to the North American Aerospace Defense Command and U.S. Strategic Command. Gen. Lord also received several prestigious military decorations in his career, including the Distinguished Service Medal and Legion of Merit. He is also the 2014 recipient of the American Astronautical Society’s Military Astronautics Award. In addition to his service on our Board, Gen. Lord also serves on the board of directors of Frequency Electronics Corporation. Gen. Lord was selected to serve on our Board due to his extensive career as a senior military officer with the U.S. Air Force and significant public company board experience.
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The following table provides the membership of each standing committee of the Board in 2022:
NameAuditCorporate Governance & NominatingOrganization & Compensation
Gail BakerMC
Marion C. BlakeyM
Charles F. BoldenM
Kevin P. ChiltonMC
Thomas A. Corcoran
Deborah Lee JamesM
Lance W. LordCM




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Information about our Executive Officers
The following information is given as of December 31, 2022.
Name
Other Business Experience
Eileen P. Drake
Chief Executive Officer and President
(since June 2015)
Age: 56
Biographical information regarding Ms. Drake is set forth in the section entitled “Directors of the Registrant” above.
Daniel L. Boehle
Vice President, Chief Financial Officer
(since August 2020)
Age: 50
Vice President and Controller 2017 – 2021. Employed by Northrop Grumman Corporation from 2001 – 2017 with positions including: Director of Aerospace Systems Sector Financial Planning, Reporting and Analysis 2013 –2017, Director, Corporate Internal Audit 2012 – 2013, Director, Corporate Assistant Controller 2008 – 2012, and Manager, Financial Reporting 2001–2008. Financial Assurance services at KPMG LLP focusing on audits of various publicly held companies 1994 – 2001.
John D. Schumacher
Senior Vice President, Washington
Operations and Communications
(since September 2019)
Age: 68
Senior Vice President, Washington Operations August 2018 – September 2019, VP, Washington Operations June 2015 – August 2018; VP, Business Relations April 2013 – June 2015; President, Aerojet Rocketdyne Foundation October 2013 - April 2022; President, Astrium Americas and VP, Space, EADS North America April 2011 – April 2013; VP, Washington Operations, Aerojet May 2006 – April 2011; Director, Whitney, Bradley & Brown Consulting September 2005 – May 2006; Chief of Staff, National Aeronautics and Space Administration ("NASA") May 2003 – September 2005; Associate Administrator for External Relations, NASA 1994 – 2003; Deputy Associate Administrator, NASA 1990 – 1994; Advisor to the Administrator, NASA 1989 – 1990; Associate, Rogers & Wells, NY, 1987 – 1989; Captain, Naval Reserve 1984 – 2006; Active Duty U.S. Navy 1972 – 1984.
Joseph E. Chontos
Vice President, General Counsel and Secretary
(since September 2022) Age: 58
Acting General Counsel April – September 2022, Deputy General Counsel April 2018 – April 2022; Division Counsel, Northrop Grumman Corporation 2014-2018; Vice President and General Counsel, Electric Boat Corporation 2000-2014; Associate General Counsel, General Dynamics Corporation 1999 -2000; Partner and Associate, Jenner & Block LLP 1995 – 1999; Office of the General Counsel, U.S. Army 1990-1995.
The Company’s executive officers generally hold terms of office of one year and/or until their successors are elected and serve at the discretion of the Board.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s Directors and certain officers and persons who own more than 10% of the outstanding Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the New York Stock Exchange ("NYSE"). Based solely on our review of the copies of such forms filed with the SEC, the Company believes that all of its Directors, executive officers and greater than 10% beneficial owners complied with all filing requirements applicable to them with respect to transactions during 2022, except Ms. Baker, for whom a Form 3 was not filed on a timely basis as a result of an administrative delay.
Audit Committee and Audit Committee Financial Expert
The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Gail Baker, Kevin Chilton, and Lance W. Lord. 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. Lord is an “audit committee financial expert” under the applicable rules promulgated pursuant to the Exchange Act. The Audit committee had five meetings in 2022.
Code of Ethics
The Company has adopted a code of ethics known as the Code of Conduct that applies to the Company’s directors and employees including the principal executive officer and principal financial officer. A copy of the Code of Conduct is available under “Corporate Governance” in the Investor Relations section of the Company’s website at www.AerojetRocketdyne.com. Amendments to the Code of Conduct and any grant of a waiver from a provision of the Code of Conduct to the extent required under applicable SEC rules or NYSE listing standards will be disclosed on such location of the Company’s website at www.AerojetRocketdyne.com within four business days following the amendment or waiver.
4

Item 11. Executive Compensation
Director Compensation
The compensation of the Company’s non-employee Directors is determined by the Board upon the recommendations made by the Organization & Compensation Committee of the Board. The Director compensation program for non-employee Directors was established by the Company after evaluation of the recommendations by Korn Ferry (formerly "Korn Ferry Hay Group"), the company that was retained by the Organization & Compensation Committee as outside consultants to assess the overall compensation structure for its non-employee Directors. Specifically, the Organization & Compensation Committee requested that Korn Ferry 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. In 2022, Director pay was benchmarked at the median level, using the same 2022 peer group used for executive compensation decision-making below, and Korn Ferry recommended and the Organization & Compensation Committee approved certain changes to the Director compensation program for non-employee Directors to maintain competitiveness and aid in director recruitment. On August 1, 2022, upon recommendation by the Organization & Compensation Committee, the Board approved a 17% increase to the annual retainer and a 35% increase to the annual awards of restricted stock. The Director compensation program is more fully described below.
Director Compensation Components
Annual Retainer Fees and Stock Awards
Annual fees and awards under our Director compensation program for non-employee Directors are summarized below:
ComponentAnnual Amount ($)
Annual retainer$85,000 
Chair of the Board100,000 
Members of each of the Corporate Governance & Nominating Committee, and the Organization & Compensation Committee7,500 
Chairs of the Corporate Governance & Nominating Committee, and the Organization & Compensation Committee*17,500 
Members of the Audit Committee10,000 
Chair of the Audit Committee*25,000 
Members of a long-term special committee5,000 
Members of a limited purpose special committee3,250 
Annual award of restricted stock140,000 
* Committee chairs also receive the committee membership retainer.
Non-employee Directors are given a choice to receive the annual retainer and board fees, in cash or to receive all or a portion, but no less than 50%, of such fees in the form of fully vested common stock, $0.10 par value per share of the 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 Company’s 2019 Equity and Performance Incentive Plan (the "2019 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 August 2022, each non-employee Director received $140,000 worth of equity compensation pursuant to the 2019 Incentive Plan. This grant consisted of 3,294 restricted shares of Common Stock for each non-employee Director. These awards vest in 50% increments on the six-month and twelve-month anniversaries of the grant date. 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.
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Other
The Aerojet Rocketdyne Foundation (the "Foundation") matches employee and Director gifts to accredited, non-profit colleges, universities, secondary and elementary public or private schools located in the U.S. Gifts made are matched dollar for dollar up to $1,000 per calendar year.
Non-employee Directors may also elect to participate in the same health benefits programs at the same cost as offered to all of the Company’s employees. The Company also reimburses Directors for reasonable travel and other expenses incurred in attending Board and Committee meetings.
Equity Ownership Guidelines for Non-Employee Directors
Pursuant to the equity ownership guidelines of the Board, non-employee Directors are required to own equity in the Company in an amount equal to or greater than five times their annual retainer. 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.
As of December 31, 2022, all of the non-employee Directors held equity in the Company with a market value greater than required by the guidelines in place at the time or are in the transition period set forth in the guidelines and are expected to meet the guidelines by the end of the transition period. The following table shows the status of equity ownership for each non-employee Director as of December 31, 2022.
NameValue of Equity
Ownership*		Date of ElectionYears as a 
Director
Gail Baker$184,233 06/30/20220.5 
Marion C. Blakey302,749 06/30/20220.5 
Charles F. Bolden243,407 06/30/20220.5 
Kevin P. Chilton1,500,043 10/30/20184.2 
Thomas A. Corcoran6,486,761 09/24/200814.3 
Deborah Lee James304,371 06/30/20220.5 
Lance W. Lord2,715,961 02/02/20157.9 
* Value is based on the stock price on December 31, 2022, of $55.93.
2022 Director Compensation Table
The following table sets forth information regarding compensation earned or paid to each non-employee Director who served on the Board in 2022. Ms. Drake, our Chief Executive Officer and Mr. Lichtenstein, our former Executive Chairman, are/were Employee Directors and therefore not compensated for services as a Director.
Name
Fees Earned
or Paid
($)(1)
Stock Awards
($)(2)(3)
Total
($)
Gail Baker$91,666 $139,962 231,628 
Marion C. Blakey64,114 171,997 236,111 
Charles F. Bolden64,118 155,934 220,052 
Kevin P. Chilton109,793 194,839 304,632 
Thomas A. Corcoran174,803 227,344 402,147 
James R. Henderson18,188 — 18,188 
Deborah Lee James64,114 171,997 236,111 
Lance W. Lord117,314 198,578 315,892 
Audrey A. McNiff18,188 — 18,188 
Martin Turchin(4)
18,188 

— 18,188 
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(1)The amounts reported in this column for each non-employee Director reflect the dollar amount of the Board and Committee fees paid in 2022. Non-employee Directors have a choice to receive all or a portion of their Director fees in fully vested Common Stock of the Company, with the number of shares being determined by dividing the dollar value of the fees by the closing price of the Common Stock as of the applicable pay date. If a Director elects to receive fees in Common Stock, an additional grant of restricted shares of Common Stock is given in an amount equal in value to 50% of the amount of fees that the director elects to receive paid in the form of fully vested Common Stock. This additional grant is reported in the "Stock Awards" column. 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. The following table shows Director fees that were paid in fully vested Common Stock in 2022.
NameGrant
Date		Fully Vested Stock
Awards
(#)		Grant Date
Fair Value
($)
Marion C. Blakey08/15/2022843 $35,819 
11/15/2022570 28,295 
Total1,413 64,114 
Charles F. Bolden08/15/2022421 17,888 
11/15/2022285 14,147 
Total706 32,035 
Kevin P. Chilton02/15/2022485 18,188 
08/15/20221,490 63,310 
11/15/2022570 28,295 
Total2,545 109,793 
Thomas A. Corcoran02/15/2022485 18,188 
08/15/20223,020 128,320 
11/15/2022570 28,295 
Total4,075 174,803 
James R. Henderson02/15/2022485 18,188 
Total485 18,188 
Deborah Lee James08/15/2022843 35,819 
11/15/2022570 28,295 
Total1,413 64,114 
Lance W. Lord02/15/2022485 18,188 
08/15/20221,667 70,831 
11/15/2022570 28,295 
Total2,722 117,314 
Audrey A. McNiff02/15/2022485 18,188 
Total485 18,188 
Martin Turchin02/15/2022485 18,188 
Total485 18,188 
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(2)The amounts reported in this column for each non-employee Director reflect the grant date fair value of stock awards in 2022. A discussion of the assumptions used in calculating these values may be found in Note 9(e) in the audited financial statements in the Company’s 2022 Annual Report. The following table shows each grant of restricted shares of Common Stock granted during 2022 to each non-employee Director who served as a Director in 2022, and the aggregate grant date fair value for each award.
NameGrant
Date		Stock Awards
(#)		Grant Date
Fair Value
($)
Gail Baker08/15/20223,294 (A)$139,962 
Total3,294 139,962 
Marion C. Blakey08/15/20223,294 (A)139,962 
08/15/2022421 (B)17,888 
11/15/2022285 (B)14,147 
Total4,000 171,997 
Charles F. Bolden08/15/20223,294 (A)139,962 
08/15/2022210 (B)8,923 
11/15/2022142 (B)7,049 
Total3,646 155,934 
Kevin P. Chilton02/15/2022242 (B)9,075 
08/15/20223,294 (A)139,962 
08/15/2022745 (B)31,655 
11/15/2022285 (B)14,147 
Total4,566 194,839 
Thomas A. Corcoran02/15/2022242 (B)9,075 
 08/15/20223,294 (A)139,962 
 08/15/20221,510 (B)64,160 
 11/15/2022285 (B)14,147 
Total5,331 227,344 
Deborah Lee James08/15/20223,294 (A)139,962 
08/15/2022421 (B)17,888 
11/15/2022285 (B)14,147 
Total4,000 171,997 
Lance W. Lord02/15/2022242 (B)9,075 
 08/15/20223,294 (A)139,962 
 08/15/2022833 (B)35,394 
 11/15/2022285 (B)14,147 
Total4,654 198,578 
(A)These equity awards vest in 50% increments on the six-month and twelve-month anniversaries of the grant date.
(B)These shares are matching awards, granted in connection with the Director’s decision to receive his or her Director fees in the form of Common Stock, and vest on the earlier of the Director’s retirement from the Board or the one year anniversary of the grant date.


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(3)The following table shows the amount of unvested stock awards as of December 31, 2022, for each non-employee Director who served as a Director in 2022. There were no outstanding SARs and stock options as of December 31, 2022.
NameUnvested Stock 
Awards
Gail Baker3,294 
Marion C. Blakey4,000 
Charles F. Bolden3,646 
Kevin P. Chilton4,566 
Thomas A. Corcoran5,331 
Deborah Lee James4,000 
Lance W. Lord4,654 
ORGANIZATION & COMPENSATION COMMITTEE REPORT
The Organization & Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Organization & Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the 2022 Annual Report. The Board has approved that recommendation.
The Organization & Compensation Committee met seven times during 2022.
Submitted by the Organization & Compensation Committee,
Kevin P. Chilton, Chair
Marion C. Blakey
Lance W. Lord
April 27, 2023

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Organization & Compensation Committee is composed entirely of non-employee independent Directors. Kevin P. Chilton, Marion C. Blakey, Thomas A. Corcoran and Lance W. Lord served as members of the Organization & Compensation Committee during the year ended December 31, 2022. All non-employee independent Directors on the Organization & Compensation Committee participate in decisions regarding the compensation of the CEO and President. No member of the Organization & Compensation Committee is or has ever been an officer or employee of the Company and, during the year ended December 31, 2022, none of such person had any relationships requiring disclosure by the Company under Item 404 of Regulation S-K promulgated by the SEC. Further, none of the Company’s executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the 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.

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
2022 Named Executive Officers
Eileen P. DrakeChief Executive Officer and President
Daniel L. BoehleChief Financial Officer
John D. SchumacherSenior Vice President, Washington Operations and Communications
Joseph E. Chontos(1)
Vice President, General Counsel and Secretary
Amy L. Gowder(2)
Former Chief Operating Officer
Arjun L. Kampani(3)
Former Senior Vice President, General Counsel and Secretary
(1)Mr. Chontos was named as Vice President, General Counsel and Secretary, effective September 8, 2022.
(2)Ms. Gowder resigned as Chief Operating Officer effective April 29, 2022.
(3)Mr. Kampani resigned as Senior Vice President, General Counsel and Secretary effective April 8, 2022.
This section contains certain Non-GAAP (accounting Principles generally accepted in the United States of America) financial measures, which are identified with asterisks. These non-GAAP measures may differ from similarly titled measures presented by other companies in our industry and are not recognized measures under U.S. GAAP. For more information about
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these non-GAAP measures, including a reconciliation between these non-GAAP financial measures and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Appendix A.
Executive Summary
Our compensation program is designed to link pay and performance, reward the achievement of our business goals, and incentivize sustainable growth by aligning the financial interests of our executive team with the long-term interests of our stockholders. The overall objectives of our compensation program are as follows:
•Competitive Compensation – attract, reward and retain an effective leadership team by providing market competitive compensation to executive officers and key personnel relative to the Company’s size, complexity, business model and the markets we serve;
•Retention Incentives – ensure leadership continuity and retain the leadership team through a combination of fixed and at-risk compensation that balances reliability and upside potential;
•Performance Incentives – utilize incentive plan metrics and equity vehicles in a balanced framework that drives growth and encourages sound long-term planning; and
•Stockholder Alignment – foster an ownership philosophy amongst the leadership team by providing equity awards and maintaining executive stock ownership guidelines that require executives to view Company performance from a stockholder’s perspective.
In this section we explain how our compensation program is designed and operates with respect to our Named Executive Officers (as defined below), including how the Company’s financial performance influences their pay. The following executive officers are referred to herein as our “NEOs”:
•Ms. Drake is included as the Company’s current Principal Executive Officer ("PEO").
•Mr. Boehle is included as the Company’s current Principal Financial Officer ("PFO").
•Messrs. Schumacher and Chontos are included as the most highly compensated executive officers other than the PEO and PFO.
•Ms. Gowder and Mr. Kampani are included because if either had been serving as of the last day of the fiscal year, such former executive would have qualified as one of the top three most highly compensated executive officers.
The Organization & Compensation Committee of our Board has established a pay for performance philosophy and rigorous goal setting process for our executive compensation program. Our 2022 strategic goals remained consistent with prior years and were focused on financial performance. The Organization & Compensation Committee utilized the following measures for our NEOs’ 2022 annual incentive plan:
•Adjusted earnings before interest, taxes, depreciation, amortization and postretirement benefit expense* ("EBITDAP");
•Cash flow from operations;
•Aerojet Rocketdyne bookings; and
•Certain other goals that include individual performance and accomplishments of each NEO.
The Organization & Compensation Committee granted the NEOs in December 2021 equity under the 2022 Long-Term Incentive Program (the "2022 LTIP") in the form of performance-based restricted stock awards ("RSAs") or restricted stock units ("RSUs") (75%) and service-based RSAs or RSUs (25%). The performance-based RSAs or RSUs will vest subject to achievement of performance targets for the three-year period ending December 31, 2024, with regard to adjusted EBITDAP and return on invested capital ("ROIC") each weighted at 50%.
On February 15, 2023, we reported our financial results for 2022, which included the following highlights (Non-GAAP financial measures are identified with asterisks. See Appendix A for more information on these Non-GAAP financial measures.):
 (In Millions, except percentage and per share amounts)
20222021
Net sales$2,237.6 $2,188.0 
Net income74.0 146.6 
Net income as a percentage of net sales3.3 %6.7 %
Adjusted Net Income (Non-GAAP measure*)115.0 164.5 
Adjusted Net Income (Non-GAAP measure*) as a percentage of net sales5.1 %7.5 %
Earnings Per Share ("EPS") - Diluted
0.90 1.78 
Adjusted EPS (Non-GAAP measure*)1.39 2.00 
Adjusted EBITDAP (Non-GAAP measure*)238.8 298.5 
Adjusted EBITDAP (Non-GAAP measure*) as a percentage of net sales10.7 %13.6 %
Net Cash (used in) provided by operating activities(48.7)199.6 
Free cash flow (Non-GAAP measure*)(89.4)162.3 
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The remainder of the section provides a full discussion of our executive compensation program.
Our Compensation Best Practices
•Directly link pay and performance
•Stock ownership guidelines for all executive officers
•Hold annual shareholder "say on pay" vote
•Clawback policy that applies to the annual incentive plan and the Company’s 2019 Incentive Plan and the 2018 Equity and Performance Incentive Plan (the "2018 Incentive Plan")
•No short-sales or speculative transactions of the Company’s securities
Compensation Elements for the Named Executive Officers
The compensation program for executive officers consists of the following principal elements:
•Base salaries;
•Short-term annual cash incentive awards;
•Long-term incentive awards, including RSAs/RSUs and performance-based RSAs/RSUs; and
•Other in-service benefits such as a 401(k) savings plan.
The Organization & Compensation Committee believes that these elements of compensation are components of a comprehensive rewards structure that reflects the long-term orientation of the Company’s businesses and rewards Company and individual performance. A description of the compensation program by element follows.
Base Salaries
Base salaries are used to provide a fixed amount of compensation for each executive’s role. Base salary increases for the CEO and President and the other NEOs 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 January 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 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 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 2022, the Organization & Compensation Committee approved base salary increases for the Company’s NEOs based on several factors, including each individual’s performance, sustained levels of contribution to the Company, the wage increase during the previous year, a review of the executive and a review of the senior management total compensation study conducted by Korn Ferry in 2021 on the Company’s behalf. The table below shows the base salaries of the current section 16 officers for 2022 compared with 2021.
Name2022 Base Salary2021 Base Salary% Increase
Eileen P. Drake(1)
$1,050,000$975,0007.7%
Daniel L. Boehle503,928489,2503.0%
John D. Schumacher444,976432,0153.0%
Joseph E. Chontos(2)
415,000335,82123.6%
(1)Ms. Drake received an increase on January 8, 2022, to $1,004,250 representing a 3% increase from the prior year, and on October 28, 2022, she received an additional increase to $1,050,000.
(2)Mr. Chontos received a salary increase in January 2022 to a base salary of $340,500 representing a 1.4% increase from the prior year. In September 2022, he received and additional increase to $415,000 upon his promotion to Vice President, General Counsel and Secretary.
Short-term Annual Cash Incentive Awards
The primary objective of our annual cash incentive program is to drive current year performance focused on designated strategic business and financial goals, and to the extent these goals are achieved, to provide competitive realized compensation to our senior management team. To those ends, the Organization & Compensation Committee sets targets such that total cash compensation (base salary plus annual cash incentive) will be within range of the competitive market if expected performance is achieved.
In addition, our senior management annual incentive award has an individual performance component whose payout is contingent upon the attainment of individual goals. The Organization & Compensation Committee has discretion to increase, reduce or eliminate payments under the cash incentive program.
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2022 performance targets consisted of adjusted EBITDAP*, cash flow from operations, Aerojet Rocketdyne bookings and individual goals and had a 12-month performance period. With input from our CEO and President and other senior members of the executive team, the Organization & Compensation Committee:
•sets the overall Company and individual performance objectives and corresponding performance and payout ranges for the year;
•establishes a threshold, target and maximum incentive opportunity for each executive officer; and
•measures performance and certifies award payouts for the prior year.
The Organization & Compensation Committee tailors both performance metrics and goal ranges in order to most accurately assess performance for both our business segments and the overall Company. The payout levels are subject to change every year. For 2022, our current NEOs were eligible for a target payout level (as a percentage of base salary for Mr. Chontos and 105% of last year’s target for the other NEOs except Ms. Drake who had a combination of the two) based on their position in the Company. Each current NEO has the opportunity to earn up to two times target. Ms. Gowder and Mr. Kampani were not eligible for a payout because they were not employed for the whole year.
The corporate criteria for the annual cash incentives used for 2022 performance applicable to all of the current NEOs were the following:
Executive TargetsThreshold
Opportunity		Target
Opportunity		Maximum
Opportunity		Actual PerformanceActual Achievement
(Dollars in Millions)
Adjusted EBITDAP*15.0%30.0%60.0%$289.6 17.2%
Threshold — $285.1
Target — $316.8
Maximum — $380.1
  
Cash Flow from Operations15.0%30.0%60.0%(6.4)—%
Threshold — $106.9
Target — $118.7
Maximum — $142.5
   
Aerojet Rocketdyne Bookings15.0%30.0%60.0%2,212.0 60.0%
Threshold — $1,471.8
Target — $1,635.3
Maximum — $1,962.4
   
Personal Factors5.0%10.0%20.0%20.0%
Threshold — 0 x multiplier
Target and Maximum — 1 x multiplier
   
Totals  
50.0%100.0%200.0% 97.2%
* These are Non-GAAP financial measures. For more information, see Appendix A – Use of Non-GAAP Financial Measures.
•Adjusted EBITDAP: earnings before interest, taxes, depreciation, amortization and retirement benefit expense net of amounts that are recoverable under the Company’s U.S. government contracts adjusted for unusual items and Organization & Compensation Committee approved modifications.
•Cash Flow from Operations: the Company’s cash provided by operating activities adjusted for Organization & Compensation Committee approved modifications.
•Aerojet Rocketdyne Bookings: the amount of money to be received for a contract of our Space and Defense business unit for which funding is authorized and has been directly appropriated and contractually obligated by the customer.
•Personal Factors: assessment of overall performance related to Company goals and objectives, and demonstrated individual and leadership competencies.
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Each current NEO’s annual cash incentive award payouts corresponding to 2022 performance are detailed below. On February 28, 2023, the Organization & Compensation Committee approved these 2022 annual cash incentive awards which are also reported in the "Non-Equity Incentive Plan Compensation" column of the 2022 Summary Compensation Table, following this Compensation Discussion and Analysis:
Name
Target Payout Level(1)
Base Salary
Award at
100%
Target
Performance(1)
Award at
200%
Maximum
Performance
Actual
Performance
Achievement
Percentage(2)
Actual
Payout at
Achievement
Percentage(3)
Eileen P. Drake(4)
110%$1,050,000 $1,141,551 $2,283,102 97.2 %$1,109,588 
Daniel L. Boehle503,928 385,285 770,570 97.2 %374,497 
John D. Schumacher444,976 294,851 589,702 97.2 %286,595 
Joseph E. Chontos(5)
25% & 65%415,000 144,851 289,702 97.2 %140,795 
(1)The Target Performance for 2022 Short-term Incentive Plan (“STIP”) is based on 105% of the 2021 STIP target and the actual payout is based on the Actual Performance Achievement Percentage of 2022 target for all NEOs except Ms. Drake and Mr. Chontos. See footnotes for further explanation.
(2)The Actual Performance Achievement Percentage is rounded to the nearest 10th of a percent.
(3)In order to mitigate the tax impact of Section 280G of the Internal Revenue Code of 1986 (as amended, the "Code"), due to the pending merger with L3Harris, the Organization & Compensation Committee, after reviewing actual Company performance through November 2022, certified and approved payment of annual cash incentive awards under the 2022 STIP below the forecasted financial results for each of the NEOs, paid in December 2022; and the remaining amount earned was certified by the Organization & Compensation Committee in February 2023 and paid in March 2023.
(4)Ms. Drake’s target is prorated through October 27, 2022, as 105% of 2021 STIP target, and October 28, 2022, through December 31,2022, at her base salary of $1,050,000 at a payout target level of 110%.
(5)Mr. Chontos’ target was prorated through September 2, 2022, at his previous salary of $340,500 at a payout target level of 25%, and September 3, 2022, through December 31, 2022, at his ending salary of $415,000 at a payout target level of 65%.
The target percentage for the 2022 STIP was approved by the Organization & Compensation Committee at 105% of 2021 target in accordance with the interim operating covenants included in the merger agreement with Lockheed Martin for all but Mr. Chontos whose target is based on a percentage of his salary.
Long-Term Incentive Awards
The Company, upon the recommendation and approval of the Organization & Compensation Committee, established the Long-Term Incentive ("LTI") vehicle mix, performance objectives and other terms of the 2022 LTIP for executive officers and other eligible employees of the Company.
The Company places significant weight towards LTI compensation within the NEOs’ total rewards packages. Initiatives that affect the sustainable prosperity of the Company often take multiple years to come to fruition and it is therefore important to emphasize the long-term incentive plan whose time horizons reward and incentivize those initiatives that enrich the Company’s enduring value. In determining the grants of the 2022 LTIP, a 75% weighting was given toward awards which require financial performance to be valuable and a 25% weighting was given toward awards which require continued service to be valuable. LTI vehicle mix is determined by balancing shareholder alignment, line-of-sight performance, and retentive value.
•Performance-based RSAs and RSUs (weighted 75%) are based on financial metrics directly impacted by executives and provide a clearer line-of-sight to executives than pure stock price which is affected by macroeconomic conditions and timing luck beyond the executives’ control.
•Service-based RSAs and RSUs (weighted 25%) provide the strongest retentive value even though they are affected by stock price, as long as the recipient remains with the Company, they are guaranteed some value.
In conjunction with the Company’s share ownership guidelines, LTI awards ensure the NEOs make decisions in the best interest of the company and its shareholders.
Grant date fair value of equity-based awards is determined in parallel with the determination of target total direct compensation provided to the NEOs and both are benchmarked against our peer group’s SEC filings and broad-based industry studies as well as being driven in part by each NEO’s performance in the past year.
Our LTI vehicles are more fully described as follows:
•Performance-based RSUs – units that represent the right to receive shares of Common Stock upon vesting. Performance-based RSUs vest over a three-year period of time based on the achievement of pre-established Company performance objectives such as Adjusted EBITDAP and ROIC performance goals. Threshold performance for both metrics is required for any payout to occur. Awards payout at 50% of target for threshold performance and 200% of target for maximum performance with linear interpolation for performance between threshold and target as well as between target and maximum. During the restricted performance period, the executives may not sell, transfer, pledge, assign or otherwise convey their RSUs. Furthermore, executives do not have voting rights with respect to their performance-based RSUs until shares of Common Stock settled for the RSUs have been issued by the Company.
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RSUs will accrue dividend equivalents (if any are made) with respect to dividends, subject to the same vesting requirements as the respective RSU award, that would otherwise be paid on the shares of Common Stock underlying such RSUs during the period from the grant date to the date such shares of Common Stock are delivered. Executives who voluntarily resign or are terminated for cause prior to the end of the restriction period forfeit their RSUs unless otherwise determined by the Organization & Compensation Committee.
•Service-based RSUs – units that represent the right to receive shares of Common Stock upon vesting. Service-based RSUs vest in equal annual installments over a three-year period after the grant date. During the restricted period, the executives may not sell, transfer, pledge, assign or otherwise convey their RSUs. Furthermore, executives do not have voting rights with respect to service-based RSUs until shares of Common Stock settled for the RSUs have been issued by the Company. RSUs will accrue dividend equivalents (if any are made) with respect to dividends, subject to the same vesting requirements as the respective RSU award, that would otherwise be paid on the shares of Common Stock underlying such RSUs during the period from the grant date to the date such shares of Common Stock are delivered. Executives who voluntarily resign or are terminated for cause prior to the end of the restriction period forfeit their RSUs unless otherwise determined by the Organization & Compensation Committee.
In December 2021, grants of performance-based and service-based RSAs were awarded to Mr. Boehle under the 2022 LTIP. Mr. Boehle was permitted to make Code section 83(b) elections with respect to these awards, with the tax withholding due in connection therewith funded through the withholding of shares subject to the awards. The net shares subject to the awards are scheduled to vest based upon continued employment and company performance through December 31, 2024. Also in December 2021, grants of performance-based and service-based RSUs were made to the remaining current NEOs for the 2022 LTIP. The performance-based grants are to be paid out in March 2025, subject to certification by the Organization & Compensation Committee of performance for the period ending December 31, 2024, and are primarily based on Adjusted EBITDAP and ROIC. The target for these grants was based on 105% of the 2021 LTIP target rather than a percentage of salary in accordance with the interim operating covenants included in the merger agreement with Lockheed Martin.
On October 27, 2022, after review by an independent consultant FW Cook, the Organization & Compensation Committee granted Ms. Drake 35,000 shares in service-based RSUs and 35,000 shares in performance-based RSUs at target performance with the opportunity to earn up to 70,000 shares at maximum vesting. The service-based grants will vest in three tranches over a period of 3 years (25%,25%,50%) and the performance-based grants will vest in October 2025 subject to certification by the Organization & Compensation Committee based on Total Shareholder Return (“TSR”).
In December 2022, grants of performance-based and service-based RSUs were awarded to the current NEOs. These awards reflected the 2023 Long-Term Incentive Plan (the "2023 LTIP"). Messrs. Boehle and Chontos’ 2023 LTIP grants were made in performance-based and service-based RSAs and these NEOs were permitted to make Code section 83(b) elections with respect to 100% of these awards, with the tax withholding due in connection therewith funded through the withholding of shares subject to the awards. The net shares subject to the awards are scheduled to vest based upon continued employment and company performance through December 31, 2025.
On March 2, 2023, performance-based grants from the 2020 Long-Term Incentive Plan ("2020 LTIP") vested at 151.1% resulting in 72,107 shares vesting for Ms. Drake, 4,910 shares for Mr. Boehle, 10,998 shares for Mr. Schumacher and 1,449 shares for Mr. Chontos. For Ms. Drake and Messrs. Schumacher and Chontos, 145% was vested in December 2022 with the remaining amount vesting on March 2, 2023. For Mr. Boehle, 200% max vesting was vested on December 21, 2021. In March 2023 1,590 shares were clawed back. The performance metrics were Adjusted EBITDAP and ROIC for the performance period ended December 31, 2022. The 2020 LTIP performance-based grants were granted on March 2, 2020.
Actions Taken in Consideration of the Merger with L3Harris.
Under Code sections 280G and 4999, payments made to certain executives in connection with a change in control may be subject to additional excise taxes and may not be deductible to the Company. These rules are referred to as golden parachute rules. The Organization & Compensation Committee, in consultation with Golden Parachute Tax Solutions, an accounting firm that specializes in golden parachute scenarios, regarding how to mitigate the tax impact of the golden parachute rules, approved the accelerated vesting of certain performance-based and service-based equity awards held by certain NEOs subject to clawback provisions based on continued employment through the respective original vesting dates as follows:
•A performance-based RSA grant made to Mr. Boehle under the 2022 LTIP on December 21, 2021, that was scheduled to vest in 2024. This grant was accelerated to vest at a 200% payout level in December 2022 based on the Organization & Compensation Committee approval.
•Performance-based RSU grants made to Ms. Drake and Mr. Schumacher on March 2, 2020 under the 2020 LTIP that were scheduled to vest in 2023 were accelerated to vest in December 2022 at 145% payout level of maximum performance of 200% with the remaining amount earned to vest in 2023 based on actual level of achievement to be certified by the Organization & Compensation Committee.
•Performance-based RSU grants made to Ms. Drake on December 21, 2021, under the 2022 LTIP, that were scheduled to vest in 2025 were accelerated to vest in December 2022, at 200%.
•Service-based equity awards, comprised of RSA grants made in 2021 and RSU grants made in 2020 and 2021, held by each Mr. Boehle, Ms. Drake and Mr. Schumacher that were otherwise scheduled to vest based solely upon continued employment in calendar years 2023 and 2024 were accelerated to vest in December 2022.
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Other Benefits
Pension Plans
The Company’s defined benefit pension and benefits restoration plans include the Aerojet Rocketdyne (GenCorp) Consolidated Pension Plan (the "Qualified Pension Plan"), a tax-qualified defined benefit plan; and the 2009 Benefits Restoration Plan for the Aerojet Rocketdyne Pension Plan (the "Pension BRP Plan"), a non-qualified defined benefit plan. The Company discontinued future benefit accruals on these plans in 2009. No employees lost their previously earned pension benefits. Mr. Schumacher is the only NEO who has an accrued balance in the Qualified Pension Plan and the Pension BRP Plan. Mr. Schumacher’s pension benefits were earned from his previous employment with the Company beginning June 12, 2006, through the pension freeze date for non-collective bargaining-unit employees of February 1, 2009. All other NEOs do not participate in the Qualified Pension Plan or the Pension BRP Plan as their employment commenced after benefit accruals were discontinued. Further details regarding benefits under these plans, including the estimated value of pension benefits for Mr. Schumacher, are found in the section entitled 2022 Pension Benefits.
401(k) Savings Plan
The NEOs are eligible to participate in the Aerojet Rocketdyne Retirement Savings Plan, ("Savings Plan") a 401(k) tax-qualified defined contribution savings plan which is available to all Company employees. Employees may contribute up to 50% of their eligible pay in any combination of before-tax, regular after-tax, or after-tax Roth contributions subject to the Employee Retirement Income Security Act of 1974 ("ERISA") limits. The Company matches 100% of the first 3% of employee contributions, and 50% of the next 3% of employee contributions for all participating employees.
401(k) Benefits Restoration Plan
The NEOs are eligible to participate in the 2009 Benefits Restoration Plan for the Aerojet Rocketdyne 401(k) Plan ("401(k) BRP Plan"), a non-qualified, unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Company may match 401(k) BRP Plan employee contributions to the extent that after the end of any plan year, any additional Company matching contributions that would have been made on the participant’s behalf under the Savings Plan during the plan year if: (i) the compensation deferral percentage elected under the 401(k) BRP Plan for the plan year had been applied under the Savings Plan; and (ii) the participant’s contributions under the Savings Plan were not limited by the Code limitations applicable to the Savings Plan. Mr. Schumacher participates in the 401(k) BRP Plan. Details about the plan are presented in the section entitled 2022 Non-Qualified Deferred Compensation.
Employee Stock Purchase Plan
The NEOs were eligible to participate in the Company’s Employee Stock Purchase Plan (the "ESPP"). However, no employee may participate in the ESPP if immediately after an option is granted the employee owns shares of Common Stock, including shares which the employee may purchase by conversion of convertible securities or under outstanding options granted by the Company, possessing 5% or more of the total combined voting power or value of all classes of Common Stock of the Company. The Board may impose restrictions on eligibility and participation of employees who are officers and Directors to facilitate compliance with federal or state securities laws or foreign laws. The ESPP allows employees to purchase up to 1,000 shares of Common Stock per year (500 per semi-annual offering period) at 85% of the fair market value of the Common Stock on the purchase date on which the stock is purchased. In July 2021, the ESPP was suspended until July 2022; subsequently, the ESPP was suspended again for the offering period beginning in January 2023 until further notice.
Severance Benefits
The Company does not have individual severance arrangements in place for the current NEOs with the exception of Ms. Drake, who has severance provisions in her employment agreement. The Company has a policy for a reduction in force severance policy, pursuant to which Messrs. Boehle, Schumacher and Chontos, 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 two months following a qualifying termination of employment per the terms of the applicable plans and subject to all conditions thereof. Upon execution of a release, the employee 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 employee is eligible to continue participation in certain health and welfare benefits for a total period of six months 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.
The Company also has an executive change in control severance policy, which was amended on March 5, 2020 (the "Amended CIC Policy"). The Amended CIC Policy provides certain executive officers of the Company who have been designated in writing by the Board, including all of the current NEOs other than Ms. Drake, with compensation and benefits upon a termination of their employment by the Company without "cause" or by the executive for "good reason" (including due to an executive’s death or disability) within the six-month period preceding a "change in control" through the 24-month period following a "change in control" (each as defined in the Amended CIC Policy).
In the event of an applicable termination of employment, the executive shall be entitled to the following:
•lump sum payment equal to two times the executive’s annual base salary;
•prorated portion of incentive compensation under the Company’s Short-Term Incentive Plan ("STIP") to the "termination date" (as defined in the Amended CIC Policy) based on the greater of target or actual calculated performance through
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that date, and full STIP payment for the prior year if unpaid as of the termination date, each based upon actual performance;
•lump sum payment equal to two times the target incentive compensation the executive could have received under the STIP for the entire year in which the termination date occurs;
•to the extent unvested, immediate full vesting of all of the executive’s equity awards with performance-based awards at the maximum value;
•continued participation in the Aerojet Rocketdyne Executive Physical Program for a period of 24 months following termination;
•payment of Consolidated Omnibus Budget Reconciliation Act ("COBRA") benefit premiums until the earlier of the 24-month anniversary of the termination date or when eligible for health insurance coverage through another employer; and
•outplacement services for a period of 12 months starting no later than 90 days from date of termination with a maximum value of $15,000.
Receipt of compensation and benefits under the Amended CIC Policy is contingent upon the executive’s timely execution of a release in a form prescribed by the Company.
Other
The Foundation matches all employee and Director gifts to accredited, non-profit colleges, universities, secondary and elementary public or private schools located in the U.S. Gifts made are matched dollar for dollar up to $1,000 per calendar year per donor.
Administration of the Executive Compensation Program
The Organization & Compensation Committee determines most matters of executive compensation and benefits, although the committee has delegated to the CEO and President the authority to establish base salaries and annual incentive compensation of the officers of the Company other than herself, the former Executive Chairman and the other executive officers. Our CEO and President; our former Executive Chairman; our CFO; and our Chief Human Resources Officer ("CHRO") provided input to the Organization & Compensation Committee with respect to the 2022 compensation program. The Organization & Compensation Committee reviews and approves the total compensation for the former Executive Chairman, the CEO and President and the other NEOs.
In assessing competitive overall compensation, the Organization & Compensation Committee engages an independent outside consulting firm to aid in the review and evaluation of the total compensation provided to the NEOs. Since 2010, the Company has retained Korn Ferry (formerly "Korn Ferry Hay Group") to review the design of the Company’s annual and long-term incentive programs and to assist in developing an executive compensation structure that corresponds to the Company’s internal job hierarchy and is aligned with external market practices. In performing its duties, Korn Ferry worked with senior management and the Chair 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 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 and input from our CEO and President; our former Executive Chairman; our CFO; and our CHRO, the Organization & Compensation Committee exercised its business judgment in setting base NEO pay levels.
Independent Executive Compensation Consultant’s Role
The Organization & Compensation Committee retains Korn Ferry 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 former Executive Chairman, other senior executives and the Board. Korn Ferry served as the independent executive compensation consultant to the Organization & Compensation Committee during 2022 and worked with management to support this role. The executive compensation consultant reports to the Chair of the Organization & Compensation Committee and the CHRO, and has direct access to the other members of the Organization & Compensation Committee as well as senior management. The fees incurred in 2022 for compensation services provided by Korn Ferry to management and the Organization & Compensation Committee related to executive and Director compensation totaled $153,000. Additionally Korn Ferry provides other services to the Company at the request of management consisting of executive searches totaling $1,291,981. The total fees incurred for the services provided by Korn Ferry to the Company in 2022 were $1,444,981.
The Organization & Compensation Committee believes Korn Ferry’s other work for the Company, consisting of executive searches, did not raise a conflict of interest and did not impair Korn Ferry’s ability to provide independent advice to the Organization & Compensation Committee concerning executive compensation matters.
In addition to Korn Ferry, the Organization & Compensation Committee retained FW Cook in 2022 to benchmark and provide advice related to the CEO and President compensation.
In making the overall determination of the independence of Korn Ferry and their lead advisor to the Organization & Compensation Committee, the Organization & Compensation Committee considered, among other things, the factors on independence adopted in final SEC rules and approved in NYSE listing standards.
16

The decisions made by the Organization & Compensation Committee are the responsibility of the Organization & Compensation Committee and may reflect factors and considerations other than the information and recommendations provided by Korn Ferry.
Consideration of Competitive Market Data Regarding Executive Compensation
The Organization & Compensation Committee and the CEO and President used the results of the compensation study completed by Korn Ferry to determine pay for 2022. The Organization & Compensation Committee philosophy generally sets base salaries, target annual cash incentive levels and target annual long-term incentive award values for the NEOs within range of the 50th percentile of competitive market levels for comparable aerospace and defense companies. Adjustments are made to account for the executives’ experience, breadth of responsibilities, tenure in the position, individual performance and the Company’s performance overall.
The study conducted by Korn Ferry compared the Company’s executives’ total compensation against that of a comparator group of similarly sized U.S. aerospace and defense industry companies as well as broader general industry comparators found in Korn Ferry’s Executive Compensation Survey. In selecting the comparator group, Korn Ferry and the Company considered publicly traded US companies in the aerospace and defense industry, which primarily provide products, with revenues of approximately one-half to two times the Company’s revenues. The comparator group is used to assess both target and actual compensation levels of the Company’s NEOs with those of the comparator group companies.

The table below shows information for the comparator group used for benchmarking for 2022 compensation:
(Dollars in millions)
Fiscal 2021
Sales		Fiscal 2021 Net Income (Loss)Market Capitalization on 12/31/2021
Company
Aerojet Rocketdyne Holdings, Inc.$2,188.0 146.6 $3,766 
AAR Corp.1,652 36 1,374 
Barnes Group Inc.1,259 100 2,313 
BWX Technologies2,124 306 4,289 
Crane Co.3,180 435 5,701 
Curtiss Wright Corp.2,506 267 5,304 
Heico Corp.1,866 304 19,506 
Hexcel Corp.1,325 16 4,313 
Kratos Defense & Security Solutions812 (2)2,418 
MOOG Inc.2,852 157 2,559 
Mercury Systems, Inc.924 62 3,096 
Teledyne Technologies Incorporated.4,614 445 20,619 
Triumph Group Inc.1,870 (451)1,190 
Woodward Inc.2,246 209 6,838 
Policies
Executive Stock Ownership Guidelines
In order to maintain a desired level of alignment between stockholders and the Company’s executives, the Organization & Compensation Committee requires the executive officers to adhere to equity ownership guidelines. Under these guidelines, each executive officer must own equity in the Company equal or greater in aggregate market value than a designated multiple of each officer’s annual salary.
The multiples are as follows:
•CEO and President – six times base salary;
•CFO, COO and General Counsel – three times base salary;
•Senior VPs – two times base salary;
•and all other VPs subject to the guidelines – one time base salary.
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 and RSUs as well as unvested performance-based restricted shares and RSUs expected to vest based on intermediate performance, 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
17

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.
As of December 31, 2022, all of the current NEOs held equity in the Company greater in market value than required by the guidelines in place at that time or are in the transition period set forth in the guidelines and are expected to meet the guidelines by the end of the transition period.. The Organization & Compensation Committee routinely reviews the guidelines and considers adjustments when appropriate. The following table shows the status of equity ownership for each current NEO as of December 31, 2022.
NameValue of Equity Ownership GuidelineValue of Equity 
Ownership*		Date of AppointmentYears as an Officer
Eileen P. Drake6,300,000 36,006,743 03/02/20157.8
Daniel L. Boehle1,511,784 2,330,156 08/05/20202.4
John D. Schumacher889,952 8,507,519 04/29/20139.7
Joseph E. Chontos1,245,000 858,000 09/08/20220.3
* Value is based on the stock price on December 31, 2022, of $55.93
Transactions in Company Securities
The Company’s insider trading policy prohibits Directors, officers and other employees from engaging in certain short-term or speculative transactions involving the securities of the Company. Pursuant to the policy, Directors, officers and employees may not engage in short sales of the Company’s stock nor buy or sell puts, future contracts, or other forms of derivative securities relating to the Company’s securities.
Clawbacks
Both the 2022 annual incentive program, under which annual cash incentives are paid, and the 2019 and 2018 Incentive Plans include provisions for seeking the return (clawback) from participants of incentive cash payments and stock sale proceeds in the event that those amounts had been inflated due to financial results that later had to be restated. In addition, both plans provide that the Organization & Compensation Committee must first determine that the applicable participant engaged in misconduct related to the misstatement.
Impact of Accounting Guidance for Stock-Based Compensation
The accounting standards applicable to stock-based compensation are one factor that the Company and the Organization & Compensation Committee consider in the equity vehicle mix of its long-term equity incentive programs. Other equity vehicle selection considerations include link to performance, degree of inherent upside leverage and downside risk, impact on burn rate and overhang, and the amount of attraction, retention and motivation provided to our executives and other key talent by each vehicle. The Company maintains a reasonable stock-based compensation expense level but is unconstrained by rigid limitations if business considerations dictate more liberal expense levels.
Tax Deductibility under Section 162(m)
Code section 162(m) limits the amount of compensation that may be deducted by the Company for federal income tax purposes to $1,000,000 for compensation paid to our CEO and President, our CFO, and our other three most highly compensated executive officers that must be reported to stockholders under the Exchange Act (referred to as "covered employees"). While the Organization & Compensation Committee prefers compensation paid to our NEOs 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 limitations of Section 162(m) when it determines it 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.
Limited Government Reimbursement of Compensation
As a government contractor, the Company is subject to the Federal Acquisition Regulation, which limits the reimbursement of costs by our government customers for senior executive compensation to a benchmark compensation cap established each year. The cap applies to all employees of the Company. Any amounts over the cap are considered unallowable and, therefore, not billed to the government.
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Say on Pay
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company provides our stockholders with the opportunity to cast an advisory vote regarding the compensation of our NEOs. At the Annual Meeting of Stockholders of Aerojet Rocketdyne Holdings, Inc. held on May 5, 2021, 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 not to make any changes to our executive compensation policies as a result of the vote.


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Executive Compensation Tables
2022 SUMMARY COMPENSATION TABLE
The following table sets forth information regarding compensation for each of the Named Executive Officers for years 2022, 2021 and 2020.
Name and Principal PositionYear
Salary(1)
Bonus
Stock Awards(2)
Non-Equity Incentive Plan Compensation(3)
All Other Compensation(4)
Total
Current Executive Officers
Eileen P. Drake2022$1,011,782 $— $9,714,599 (5)$1,109,588 $13,725 $11,849,694 
Chief Executive Officer and President2021970,258 — 3,685,461 1,866,150 13,050 $6,534,919 
2020922,916 — 7,089,989 1,614,136 12,825 $9,639,866 
Daniel L. Boehle(9)
2022503,645 250,000 1,164,021 (6)374,497 13,721 2,305,884 
Chief Financial Officer2021488,611 — 1,027,368 638,471 13,010 2,167,460 
2020393,891 — 1,449,392 425,380 12,825 2,281,488 
John D. Schumacher2022444,727 — 551,321 (7)286,595 14,725 1,297,368 
Senior Vice President, Washington Operations2021431,451 — 1,044,937 488,609 13,050 1,978,047 
2020436,066 — 494,858 474,718 12,825 1,418,467 
Joseph E. Chontos(10)
2022370,162 — 509,219 (8)140,795 589 1,020,765 
Vice President, General Counsel and Secretary
Former Executive Officers
Amy L. Gowder(11)
2022210,694 — — — 13,725 224,419 
Former Chief Operating Officer2021488,611 — 2,005,833 638,471 48,165 3,181,080 
2020317,885 — 1,649,945 609,988 84,303 2,662,121 
Arjun L. Kampani(12)
2022142,396 — — — 11,252 153,648 
Former Senior Vice President, General Counsel and Secretary2021429,353 — 1,041,595 487,039 13,574 1,971,561 
2020412,249 250,000 488,535 468,643 12,825 1,632,252 
(1)This column reflects the dollar amounts of base salary earned in each listed period.
(2)This column represents the aggregate grant date fair value of awards granted in each of the periods presented. The grant date fair value of stock awards is computed in accordance with GAAP excluding the effect of estimated forfeitures. The grant date fair value for service-based and performance-based stock awards is equal to the closing price of our stock on the date of grant times the number of shares awarded adjusted for the probable outcome of achieving performance metrics for performance-based awards. A discussion of the assumptions used in calculating these values may be found in Note 9(e) in the audited financial statements in the Original Form 10-K. A description of these awards can be found under the section entitled Long-Term Equity Incentive Awards.
(3)This column reflects annual cash incentive compensation, which is based on performance in each listed period. This annual incentive compensation is discussed further under the section entitled Short-term Annual Cash Incentive Awards.
(4)This column includes the following for 2022:
NameCompany
Matching
Contribution to
401(k) Plan		Matching Gift
by the Aerojet Rocketdyne
Foundation		Total
Eileen P. Drake$13,725 $— $13,725 
Daniel L. Boehle13,721 — 13,721 
John D. Schumacher13,725 1,000 14,725 
Joseph E. Chontos589 — 589 
Amy L. Gowder13,725 — 13,725 
Arjun L. Kampani11,252 — 11,252 
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(5)Ms. Drake’s stock awards compensation consists of $2,844,450 for service-based restricted stock grants and $6,870,149 for performance-based restricted stock grants. The grant date fair value of the performance-based restricted stock grants at the maximum vesting of 200% would be $10,413,898.
(6)Mr. Boehle’s stock awards compensation consists of $291,005 for service-based restricted stock grants and $873,016 for performance-based restricted stock grants. The grant date fair value of the performance-based restricted stock grants at the maximum vesting of 200% would be $1,746,031. These grants were subject to an election made pursuant to Code section 83(b). Accordingly 3,052 service-based shares and 18,308 performance-based shares were relinquished to pay withholding taxes on 100% of the award.
(7)Mr. Schumacher’s stock awards compensation consists of $137,830 for a service-based restricted stock grant and $413,491 for a performance-based restricted stock grant. The grant date fair value of the performance-based restricted stock grant at the maximum vesting of 200% would be $826,982.
(8)Mr. Chontos’ stock awards compensation consists of $127,278 for service-based restricted stock grants and $381,941 for performance-based restricted stock grants. The grant date fair value of the performance-based restricted stock grants at the maximum vesting of 200% would be $763,882. These grants were subject to an election made pursuant to Code section 83(b). Accordingly 1,335 service-based shares and 8,010 performance-based shares were relinquished to pay withholding taxes on 100% of the award.
(9)Mr. Boehle was appointed Chief Financial Officer on August 5, 2020.
(10)Mr. Chontos was appointed Vice President, General Counsel and Secretary, effective September 8, 2022.
(11)Ms. Gowder resigned as Chief Operating Officer effective April 29, 2022.
(12)Mr. Kampani resigned as Senior Vice President, General Counsel and Secretary, effective April 8, 2022.

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2022 GRANTS OF PLAN-BASED AWARDS
The following table provides information for each of the current NEOs for 2022 annual and long-term incentive award opportunities, including the range of possible payments under equity and non-equity incentive plans.
NameGrant
Date
Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards ($) (1)
Estimated Future Payouts
Under Equity Incentive Plan
Awards (#) (7)
Other Stock Awards: Number of Shares of Stock or Units (#) (7)
Grant Date
Fair Value of
Stock and
Option/SARs
Awards ($)
Threshold (2)
TargetMaximumThresholdTargetMaximum
Eileen P. Drake
Annual Incentive Award$— $1,141,551 $2,283,102 
Restricted Stock Units10/27/202217,500 35,000 70,000 — $3,326,400 (3)
Restricted Stock Units10/27/2022— — — 35,000 1,663,200 (4)
Restricted Stock Units12/05/202232,910 65,820 131,640 — 3,543,749 (5)
Restricted Stock Units12/05/2022— — — 21,940 1,181,250 (6)
Daniel L. Boehle
Annual Incentive Award— 385,285 770,570 
Restricted Stock Awards12/5/20228,108 16,215 32,430 — 873,016 (5)
Restricted Stock Awards12/5/2022— — — 5,405 291,005 (6)
John D. Schumacher
Annual Incentive Award— 294,851 589,702 
Restricted Stock Units12/5/20223,840 7,680 15,360 — 413,491 (5)
Restricted Stock Units12/5/2022— — — 2,560 137,830 (6)
Joseph E. Chontos
Annual Incentive Award— 144,851 289,702 
Restricted Stock Awards12/5/20223,547 7,094 14,188 — 381,941 (5)
Restricted Stock Awards12/5/2022— — — 2,364 127,278 (6)
(1)Reflects the possible payout amounts of non-equity incentive plan awards that could have been earned in 2022. See the 2022 Summary Compensation Table for the amounts actually earned in 2022 and paid out in December 2022 and trued-up in the first quarter of 2023.
(2)If all financial metrics are not met at the threshold level, no portion of the annual incentive award will be earned.
(3)Vesting of this performance-based RSU grant is based on a Total Shareholder Return metric for a three-year performance period ending October 27, 2025. Currently this award is expected to vest at maximum performance.
(4)One-quarter of this service-based RSU grant vests on October 27, 2023, one-quarter vests on October 27, 2024, and the remaining half vests on October 27, 2025.
(5)Vesting of this performance-based RSU grant (RSA for Messrs. Boehle and Chontos) is based on adjusted EBITDAP and ROIC performance metrics for a three-year performance period ending on the last day of 2025. The grant date fair value at the maximum of 200% vesting would be $7,087,498 for Ms. Drake, $1,746,031 for Mr. Boehle, $826,982 for Mr. Schumacher, and $763,882 for Mr. Chontos.
(6)These awards vest in one-third increments on February 28th of each year, becoming fully vested in 2026.
(7)These awards will accrue dividend equivalents (if any are made) with respect to dividends, subject to the same vesting requirements as the respective award, that would otherwise be paid on the shares of Common Stock underlying such awards during the period from the grant date to the date such shares of Common Stock are delivered.

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OUTSTANDING EQUITY AWARDS AT 2022 YEAR END
The following table provides information for each of the current NEOs regarding outstanding stock options, SARs and stock awards held by the officers as of December 31, 2022.
NameOption/SARs AwardsStock Awards
Number of
Securities
Underlying
Unexercised
Options/SARs
(#)
Exercisable		Option/
SARs
Exercise
Price
($)		Option/
SARs
Expiration
Date		Service-based Equity
Awards		Equity Incentive
Plan Awards
Number of
Shares or Units of
Stock That
Have Not
Vested
(#)
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(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)
Eileen P. Drake         
Restricted Stock Units— — 131,640 (2)7,362,625 
Restricted Stock  Awards— — 43,427 (3)2,428,872 
Restricted Stock Units— — 26,248 (4)1,468,051 
Restricted Stock Units— — 70,000 (5)3,915,100 
Restricted Stock Awards— — 6,250 (6)349,563 
Restricted Stock Units21,940 (7)1,227,104 — — 
Restricted Stock Units19,691 (8)1,101,318 — — 
Restricted Stock Units35,000 (9)1,957,550 — — 
Restricted Stock Awards4,825 (10)269,862 — — 
SARs58,420 32.25 02/28/2026
SARs46,768 22.25 02/27/2025
SARs53,028 17.35 05/01/2024
Daniel L. Boehle
Restricted Stock Awards— — 14,122 (2)789,843 
Restricted Stock Awards— — 12,106 (3)677,089 
Restricted Stock Awards2,353 (7)131,603 — — 
Restricted Stock Awards1,372 (8)76,736 — — 
Restricted Stock Awards1,345 (10)75,226 — — 
John D. Schumacher
Restricted Stock Units— — 15,360 (2)859,085 
Restricted Stock Units— — 17,158 (11)959,647 
Restricted Stock Units— — 14,756 (3)825,303 
Restricted Stock Units— — 4,004 (4)223,944 
Restricted Stock Units2,859 (8)159,904 — — 
Restricted Stock Units2,560 (7)143,181 — — 
SARs8,945 32.25 02/28/2026
SARs10,569 22.25 02/27/2025
SARs12,813 17.35 05/01/2024
SARs16,476 10.98 04/05/2023
Joseph E. Chontos
Restricted Stock Awards— — 6,178 (2)345,536 
Restricted Stock Units— — 528 (4)29,531 
Restricted Stock Awards1,029 (7)57,552 — — 
SARs1,225 32.25 2/28/2026
SARs3,333 22.94 4/30/2025
(1)The market value was calculated by multiplying the number of shares by the closing market price of the Company’s Common Stock of $55.93 on December 31, 2022.
(2)The vesting date for these performance-based restricted stock awards is on or about February 28, 2026, subject to approval by the Organization & Compensation Committee. These awards will only vest if performance targets are met through December 31, 2025. Messrs. Boehle and Chontos’ awards were granted net of 18,308 and 8,010 shares respectively relinquished to pay withholding taxes payable in connection with an election made pursuant to Code section 83(b).
(3)The vesting date for these performance-based restricted stock awards is on or about February 28, 2024, subject to approval by the Organization & Compensation Committee. These awards will only vest if performance targets are met through December 31, 2023. These awards were granted net of 56,287 shares for Ms. Drake and 15,692 shares for Mr. Boehle relinquished to pay withholding taxes payable in connection with an election made pursuant to Code section 83(b). In December 2021, 100% of Mr. Boehle’s award vested at a maximum performance of 200% with the remaining amount earned to vest in 2024 based on actual level of achievement to be certified by the Organization & Compensation Committee.
(4)The vesting date for these performance-based restricted stock Units was March 2, 2023, subject to approval by the Organization & Compensation Committee. Performance targets are met through December 31, 2022, at 151.1%. In December 2022, 145% of Ms. Drake, and Messrs. Schumacher and Chontos’ awards vested at a maximum performance of 200% with the remaining amount earned vested on March 2, 2023.
(5)Vesting of this performance-based restricted stock unit grant is based on a Total Shareholder Return metric for a three-year performance period ending October 27, 2025.
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(6)These shares will vest when the individual performance goals are met, if met before February 28, 2023.
(7)These awards vest in one-third increments on February 28th of each year, becoming fully vested in 2026.
(8)These awards vest in one-third increments on February 28th of each year, becoming fully vested in 2025.
(9)One-quarter of this service-based RSU grant vests on October 27, 2023, one-quarter vests on October 27, 2024, and the remaining half vests on October 27, 2025.
(10)These awards vest in one-third increments on March 1st of each year, becoming fully vested in 2024. These awards were granted net of 9,382 shares for Ms. Drake and 2,616 shares for Mr. Boehle relinquished to pay withholding taxes payable in connection with an election made pursuant to Code section 83(b).
(11)The vesting date for this performance-based restricted stock award is on or about February 28, 2025, subject to approval by the Organization & Compensation Committee. This award will only vest if performance targets are met through December 31, 2023.

2022 OPTION/SAR EXERCISES AND STOCK VESTED
The following table provides information for each of the NEOs regarding stock option and SARs exercises and stock award vestings during 2022.
NameOption/SARs AwardsStock Awards
Number of
Shares
Acquired on
Exercise
(#)		Value
Realized on
Exercise
($)
Number of
Shares
Acquired on
Vesting
(#)(1)
Value
Realized on
Vesting
($)(2)
Eileen P. Drake13,189 $400,682 274,117 $13,650,407 
Daniel L. Boehle— — 30,650 1,656,960 
John D. Schumacher11,610 245,784 26,802 1,244,254 
Joseph E. Chontos— — 16,739 882,255 
Amy L. Gowder— — — — 
Arjun L. Kampani31,487 556,050 13,761 534,626 
(1)The amounts reported in this column reflect RSAs and RSUs that vested during 2022.
(2)The value realized on vesting is calculated by multiplying the number of shares vested by the closing market price of the Company’s Common Stock on the vesting date.

2022 Pension Benefits
The Company’s pension plans 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 NEOs and collective bargaining-unit employees respectively, were discontinued. Also, effective November 30, 2014, and December 31, 2014, the Company discontinued benefit accruals for certain Rocketdyne bargaining-unit employees. The remaining Rocketdyne bargaining-unit employees benefit accruals were discontinued effective April 1, 2016. No employees lost their previously earned pension benefits.
Qualified Pension Plan
The Qualified Pension Plan is a tax-qualified defined benefit plan covering substantially all collective bargaining-unit and non-collective bargaining-unit employees hired before the freeze date. In general, normal retirement age is 65, with certain plan provisions allowing for earlier retirement. Before the freeze date, pension benefits were calculated under formulas based on compensation and length of service for salaried employees and under negotiated non-wage based formulas for bargaining-unit and hourly employees. Participants will receive the highest benefit calculated under any of the formulas for which they were eligible to participate through the freeze date.
Pension BRP Plan
Total pension benefits for certain highly compensated employees were determined under a combination of the Pension BRP Plan, which is a non-qualified plan, and the Qualified Pension Plan. As set forth above, the Qualified Pension Plan 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 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 Pension BRP Plan was designated by the Organization & Compensation Committee.
The following table provides information regarding the actuarial present values of accumulated benefits under the Qualified Pension Plan and the Pension BRP Plan for Mr. Schumacher, who was the only NEO eligible for pension benefits prior to the freeze date of the plans as of December 31, 2022. The remaining NEOs are not participants in either of the pension plans as their employment with the Company commenced after the freeze date.
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NamePlan Name
Number of Years
Credited Service
(#)(1)
Present Value of Accumulated Benefit
($)(2)
Payments During 2022
($)
John D. Schumacher(3)
Qualified Pension Plan2.58$169,425 $— 
2009 Pension BRP Plan2.587,140 — 
(1)Credited service under the Qualified Pension Plan and the Pension BRP Plan is determined for all participants in accordance with such plans and is through February 1, 2009, the freeze date for these plans in which the Company discontinued future benefit accruals for all non-collective bargaining-unit employees, including the NEOs. This number is being presented unrounded.
(2)The amounts reported in this column were calculated based on the accrued benefit as of February 1, 2009, the date benefit accruals were frozen for non-collective bargaining-unit employees. Present values were calculated assuming no pre-retirement mortality or termination. The values under the Qualified Pension Plan and the Pension BRP Plan are the actuarial present values as of December 31, 2022, of the benefits earned as of the freeze date and payable at the earliest age eligible for unreduced benefits for the Qualified Pension Plan (the earlier of age 65, or age 62 with 10 years of service) and the current benefit election date on record for the Pension BRP Plan.
The discount rate assumption is 5.56% for the Qualified Pension Plan and 5.58% for the Pension BRP Plan. The mortality assumption of the two pension plans is Pri-2012 with no collar adjustments projected forward generationally using a customized Scale MP-2021 O2. The assumptions reflected in this footnote are the same as the ones used for the Qualified Pension Plan and the Pension BRP Plan for financial reporting purposes with the exception of assumed retirement age and the absence of pre-retirement mortality and termination assumptions.
(3)Mr. Schumacher’s pension benefits were earned from his previous employment with the Company beginning June 12, 2006, through the pension freeze date for non-collective bargaining-unit employees of February 1, 2009. He has not accrued any additional benefit for his current employment with the Company that began on April 29, 2013.

2022 Non-Qualified Deferred Compensation
Benefits Restoration Plan — 401(k) BRP Plan
The 401(k) BRP Plan is a non-qualified, unfunded savings plan designed to enable participants to defer their compensation on a pre-tax basis. Under the 401(k) BRP Plan, a select group of employees approved by the VP, CHRO, 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 401(k) BRP Plan 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 401(k) Savings Plan, along with all associated earnings, were transferred to, and will be maintained under and paid from the 401(k) BRP Plan. Accordingly, only benefits that are exempt from Code section 409A will be maintained under and paid from the prior 401(k) BRP plan in accordance with the terms of the prior 401(k) BRP plan.
The Company may match 401(k) BRP Plan employee contributions to the extent that after the end of any plan year, any additional Company matching contributions that would have been made on the participant’s behalf under the Savings Plan during the plan year if: (i) the compensation deferral percentage elected under the 401(k) BRP Plan for the plan year had been applied under the Savings Plan; and (ii) the participant’s contributions under the Savings Plan were not limited by the Code limitations applicable to the Savings Plan. Participants indicate how they wish their deferred compensation and the Company matching contributions to be notionally invested among the same investment options available through the 401(k) Savings Plan. Non-qualified benefits may be paid out of either the grantor trust (pre-funded) or the Company’s general assets.
Only Mr. Schumacher elected to participate in the 401(k) BRP Plan in 2022. The following table provides information for Mr. Schumacher regarding aggregate officer and Company contributions and aggregate earnings for 2022 and year-end account balances under the 401(k) BRP Plan.
Name
Executive Contributions in the Period
($)(1)
Company Contributions in the Period
($)(2)
Aggregate Earnings in the Period
($)(3)
Aggregate Withdrawals/Distributions in the Period
($)		Aggregate Balance at the End of the Period ($)
John D. Schumacher(4)
$— $— $(18,884)$— $176,774 
(1)This column reflects compensation earned in 2022 and deferred under the 401(k) BRP Plan. These amounts are also included in the "Salary" column in the 2022 Summary Compensation Table.
(2)This column reflects company matches under the 401(k) BRP Plan earned in 2022. These amounts are also included in the "All Other Compensation" column in the 2022 Summary Compensation Table.
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(3)This column reflects interest credited on account holdings and the change in value of other investment holdings during 2022.
(4)The majority of Mr. Schumacher’s balance was reported in the Summary Compensation Table in the years it was earned with the exception of what was earned in 2016 as he was not an NEO that year with $83,995 in executive contributions and $27,708 in Company contributions in 2015 through 2020 and the remainder of the balance represents aggregate earnings from 2015 to 2022.

Employment Agreement and Plan Provisions
Eileen P. Drake Employment Agreement
On March 4, 2020, the Company entered into a second amended and restated employment agreement (the "Second Amended Agreement") with Ms. Drake, which supersedes her prior agreement dated March 13, 2018, pursuant to which Ms. Drake agreed to continue to serve as the Company’s CEO and President. The agreement provided for an initial one-year term, which was and 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 provided that Ms. Drake receive an annual base salary increase from $825,000 to $927,000 with such base salary increase effective March 6, 2020. Additionally, the agreement provides to Ms. Drake, among other things, (i) an annual bonus based on a target opportunity pursuant to the Company’s Annual Incentive Plan which shall be adopted annually by the Board (currently at 100% of annual base salary); and (ii) annual equity awards based on a target opportunity of 350% (increased from 345.5%) pursuant to the terms of the 2019 Incentive Plan. Effective March 6, 2021, Ms. Drake received a base salary increase from $927,000 to $975.000. Also in 2021, Ms. Drake’s annual bonus target opportunity increased from 100% to 110% of annual base salary and her annual equity awards target opportunity increased from 350% to 360% of annual base salary. On October 27, 2022, after review by independent consultant FW Cook, the Organization and Compensation Committee approved an increase to Ms. Drake’s base salary to $1,050,000 effective on October 28, 2022.
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, and (iv) 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").
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) to the extent unvested at the time of Ms. Drake’s termination of employment pursuant to the terms of the applicable grant agreements, immediate full vesting of all Ms. Drake’s equity awards under the Plans (at the maximum level of 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.
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) to the extent unvested at the time of Ms. Drake’s termination of employment pursuant to the terms of the applicable grant agreements, immediate full vesting of all Ms. Drake’s equity awards under the Plans (at the maximum level of 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, by Ms. Drake for good reason, or termination due to death or disability within the period commencing six months prior to (or, if earlier, following the signing of a definitive agreement that, if consummated, would result in a change in control) and ending twenty-four (24) months following a Change in Control (as defined in the Amended CIC Policy or, if more inclusive, such definition set forth in any successor or replacement
26

equity compensation plan of the Company) then Ms. Drake shall be entitled to the following Change in Control 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 three times the sum of (y) Ms. Drake’s base salary and (z) annual target bonus paid in a lump sum; (iv) to the extent unvested at the time of Ms. Drake’s termination of employment pursuant to the terms of the applicable grant agreements, immediate full vesting of all Ms. Drake’s equity awards under the Plans (at the maximum level of 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 twenty-four (24) 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 Ms. Drake is enrolled prior to the date of termination; (vii) the opportunity to continue to participate in the Aerojet Rocketdyne Executive Physical Program for a period of 24 months following termination; and (viii) 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.

Termination Payments and Benefits
Indemnity Agreements
The Company has entered into indemnification agreements with each of its Directors and the NEOs pursuant to which the Company is required to defend and indemnify such individuals if or when they are party or threatened to be made a party to any action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such individual is or was a Director and/or NEO of the Company or any of its subsidiaries.
Potential Payments upon Termination of Employments or Change in Control
Termination Benefits for Eileen P. Drake
According to the employment agreement entered into between the Company and Ms. Drake, 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 the Accrued Obligations.
Descriptions of the payments and benefits provided on termination due to Death or Disability, without Cause, by Ms. Drake for Good Reason, and termination without Cause or by Ms. Drake for Good Reason in connection with a Change in Control, are provided under the section Employment Agreement and Plan Provisions – Eileen P. Drake Employment Agreement. Also see the section entitled Treatment of Equity Awards for additional information regarding equity award vesting.
Termination Benefits for Other Named Executive Officers
The Company does not have individual severance arrangements in place for the current NEOs with the exception of Ms. Drake. The Company has a policy for a reduction in force, pursuant to which Messrs. Boehle, Schumacher and Chontos, 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 two months following a qualifying termination per the terms of the applicable plans and subject to all conditions thereof. Upon execution of a release, the employee 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 employee is eligible to continue participation in certain health and welfare benefits for a total period of six months (inclusive of the two months continued participation provided under the applicable plans).
The Company also has an executive CIC Policy, which was amended on March 5, 2020. The Amended CIC Policy provides certain executive officers of the Company who have been designated in writing by the Board, including all of the NEOs other than Ms. Drake, with compensation and benefits upon a termination of their employment by the Company without "cause” or by the executive for "good reason" (including due to an executive’s death or disability) within the six-month period preceding a "change in control" through the 24-month period following a "change in control" (each as defined in the Amended CIC Policy).
In the event of an applicable termination of employment, the executive shall be entitled to the following:
•lump sum payment equal to two times of the executive’s annual base salary;
•prorated portion of incentive compensation under the Company’s STIP to the "termination date" (as defined in the Amended CIC Policy) based on the greater of target or actual calculated performance through that date and full STIP payment for the prior year if unpaid as of the termination date, each based upon actual performance;
•lump sum payment equal to two times the target incentive compensation executive could have received under the STIP for the entire year in which the termination date occurs;
•to the extent unvested, immediate full vesting of all of the executive’s equity awards with Performance Shares at maximum value;
•continued participation in the Aerojet Rocketdyne Executive Physical Program for a period of 24 months following termination;
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•payment of COBRA benefit premiums until the earlier of the 24-month anniversary of the termination date or when eligible for health insurance coverage through another employer; and
•outplacement services for a period of 12 months starting no later than 90 days from date of termination with a maximum value of $15,000.
Receipt of compensation and benefits under the Amended CIC Policy is contingent upon the executive’s timely execution of a release in a form prescribed by the Company.
Treatment of Equity Awards
Equity awards made to employees, including the NEOs, generally provided for the immediate accelerated vesting of the award, including stock options, performance-based stock options at maximum vesting, SARs, service-based restricted stock and
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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. 
Estimated Cost of Termination Benefits
The amounts of estimated incremental compensation and benefits payable to the current NEOs assuming a qualifying termination of employment as of December 31, 2022, are shown in the following table.
NameTermination Scenario
Cash
Severance(1)
Equity Award Vesting(2)
Benefits ContinuationOutplacement ServicesTotal Severance
Eileen P. DrakeNot for Cause1,050,000 20,080,045 14,025 25,000 21,169,070 
Death or Disability1,050,000 20,080,045 4,870 25,000 21,159,915 
Change in Control6,574,653 20,080,045 (3)17,140 25,000 26,696,838 
Daniel L. BoehleChange in Control1,778,426 1,750,497 (3)33,686 15,000 3,577,609 
John D. SchumacherChange in Control1,479,654 3,171,063 (3)— 15,000 4,665,717 
Joseph E. ChontosChange in Control1,119,702 432,619 (3)46,695 15,000 1,614,016 
(1)Cash Severance does not include the annual cash incentive award earned for 2022 as it is reported in the Non-Equity Incentive Plan Compensation column of the 2022 Summary Compensation Table.
(2)The values in this column were calculated by multiplying the number of shares by the closing market price of the Company’s Common Stock of $55.93 on December 31, 2022.
(3)For the 2022 LTIP awards, the calculated values assume a qualifying termination of employment following a change in control.

CEO Pay Ratio
2022 Pay Ratio Disclosure
For the identification process of our median employee, the Company used the entire population of employees as of December 31, 2022, excluding the CEO. Each employee’s gross earnings were used from the pay dates falling within January 1, 2022, through December 31, 2022, without annualization or other adjustment.
The compensation of the Company’s CEO and median employee as calculated per the terms of the Summary Compensation Table and the pay ratio of the two are as follows:
SalaryStock AwardsNon-Equity Incentive Plan Compensation
All Other Compensation(1)
Total
Eileen P. Drake$1,011,782 $9,714,599 $1,109,588 $13,725 $11,849,694 
Median Employee104,545 — — 4,686 $109,231 
Pay ratio108 to 1
(1) For All Other Compensation for Ms. Drake, see the 2022 Summary Compensation Table. All Other Compensation for the median employee consists of Company matching contributions to the 401(k) savings plan.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.


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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners
The following table presents beneficial owners of more than 5% of the 80,752,476 shares of the Common Stock outstanding as of April 17, 2023, based on reports on Schedule 13D and Schedule 13G filed with the SEC on or prior to April 17, 2023.
Beneficial OwnerAmount and Nature of
Beneficial Ownership		Percent
of Class
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055
12,897,322 
(1)
16.0%
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355
8,234,817 
(2)
10.2%
GAMCO Investors, Inc.
One Corporate Center, Rye, NY 10580
5,733,107 
(3)
7.1%
(1)BlackRock, Inc. reported, as of December 31, 2022, sole voting power with respect to 12,787,382 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 12,897,322 shares, and shared dispositive power with respect to 0 shares. The foregoing information is according to Amendment No. 14 to the Schedule 13G dated January 26, 2023, and filed with the SEC on January 26, 2023.
(2)The Vanguard Group reported, as of December 30, 2022, sole voting power with respect to 0 shares, shared voting power with respect to 112,723 shares, sole dispositive power with respect to 8,056,364 shares, and shared dispositive power with respect to 178,453 shares. The foregoing information is according to Amendment No. 6 to the Schedule 13G dated February 9, 2023, and filed with the SEC on February 9, 2023.
(3)Includes shares beneficially owned by Mario J. Gabelli and various affiliated entities, including Gabelli Funds, LLC, GAMCO Asset Management Inc., Teton Advisors, Inc., GGCP, Inc., Gabelli & Company Investment Advisers, Inc., Gabelli Foundation, Inc., Associated Capital Group, Inc., MJG Associates, Inc. and GAMCO Investors, Inc. Gabelli Funds, LLC reported sole voting and dispositive power with respect to 1,873,699 shares. GAMCO Asset Management Inc. reported sole voting power with respect to 2,871,829 shares and sole dispositive power with respect to 2,898,429 shares. Teton Advisors, Inc. reported sole voting and dispositive power with respect to 507,000 shares. MJG Associates, Inc. reported sole voting and dispositive power with respect to 85,000 shares, Gabelli & Company Investment Advisers, Inc. reported sole voting power and dispositive power with respect to 305,617 shares. Gabelli Foundation, Inc. reported sole voting power and dispositive power with respect to 10,500 shares. GGCP, Inc. reported sole voting and dispositive power with respect to 18,000 shares. GAMCO Investors, Inc. reported sole voting and dispositive power with respect to 1,000 shares. Associated Capital Group, Inc. reported sole voting and dispositive power with respect to 22,762 shares. Mario J. Gabelli reported sole voting and dispositive power with respect to 11,100 shares. Each of the reporting persons reported shared voting and dispositive power over 0 shares. Mr. Gabelli is deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing beneficial owners. Associated Capital Group, Inc., GAMCO Investors, Inc. and GGCP, Inc. are deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing beneficial owners other than Mr. Gabelli and Gabelli Foundation, Inc. All of the foregoing information is according to Amendment No. 59 to a Schedule 13D dated September 8, 2022 and filed with the SEC on September 8, 2022.

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Security Ownership of Officers and Directors
The following table lists beneficial share ownership of Common Stock by the Company’s current Directors, and executive officers, as well as the number of shares beneficially owned by all of the current Directors and executive officers as a group. Unless otherwise indicated, share ownership is direct. Amounts owned reflect beneficial ownership as of April 17, 2023.

Beneficial Owner
Amount and Nature of
Beneficial Ownership(1)
Percent of 
Class
Non-Employee Directors  
Gail Baker3,672 *
Marion C. Blakey6,169 *
Charles F. Bolden4,730 *
Kevin P. Chilton(2)
27,576 *
Thomas A. Corcoran(3)
116,736 *
Deborah Lee James(4)
6,198 *
Lance W. Lord(2)
49,316 *
Executive Officers
Eileen P. Drake(5)
367,163 *
Daniel L. Boehle56,778 *
John D. Schumacher89,569 *
Joseph E. Chontos(6)
16,063 *
All Current Directors and Executive Officers as a group (11 persons)743,970 *
* Less than 1.0%
1)Includes restricted share awards granted under the 1999 Equity and Performance Incentive Plan, the 2009 Equity and Performance Incentive Plan, the 2018 Incentive Plan, the 2019 Incentive Plan and shares owned outright.
2)These shares are held in the name of the Rabbi Trust.
3)Includes 109,824 shares held in the Thomas A. Corcoran TTEE U/A DTD 07/16/2001.
4)Includes 756 shares held in the name of the Rabbi Trust and 1,442 shares held in the Deborah Lee James Living Trust.
5)Includes 297,897 shares held in the EPD 2018 Trust dated August 7, 2018.
6)Mr. Chontos was appointed Vice President, General Counsel and Corporate Secretary, effective September 8, 2022.



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Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Person Transaction Policy
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"). Pursuant to such policy, any Related Party Transaction must be in the best interest of the Company and its stockholders and upon terms no less favorable to the Company than if such Related Party Transaction was with an unaffiliated third party. The Company’s Audit Committee is responsible for approving any such Related Party Transactions and the Company’s General Counsel and Corporate Secretary is responsible for maintaining a list of all existing Related Party Transactions.
Certain Transactions with Related Persons During 2022
GAMCO Investors, Inc. ("GAMCO") owned 7% and 6% of the Company’s Common Stock at December 31, 2022, and 2021, respectively. The Company received services of $.08 and $1.0 million in 2022 and 2021, respectively from GAMCO for investment management fees of the Company’s defined benefit pension plan assets.
BlackRock, Inc. ("BlackRock") owned 16% and 15% of the Company’s Common Stock at December 31, 2022, and 2021, respectively. The Company invests in money market funds managed by BlackRock.
The Vanguard Group, Inc. ("Vanguard") owned 10% of the Company’s Common Stock at both December 31, 2022, and 2021. Certain of the investments held by the Company and investment alternatives offered through the Company’s 401(k) savings plan are managed by Vanguard.
Determination of Independence of Directors
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 three 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 current non-employee Directors, Gail Baker, Marion C. Blakey, Maj. Gen. Charles F. Bolden, Jr., Kevin P. Chilton, Thomas A. Corcoran, Deborah Lee James and Gen. Lance W. Lord 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 and are "independent" under the NYSE listing standards. In addition, the Board previously determined that Martin Turchin, James Henderson, and Audrey McNiff were “independent” from the Company while each served on the Board during fiscal year 2022. In addition, each member of the Audit Committee and the Organization & Compensation Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable NYSE rules.


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Item 14. Principal Accountant Fees and Services
Audit Fees and All Other Fees
The following table summarizes the aggregate fees billed for 2022 and 2021 by PwC Sacramento, California (PCAOB ID No. 238):
(Dollars in Millions)20222021
Audit Fees(1)
$3.9 $3.4 
Audit-Related Fees(2)
— — 
Tax Fees(3)
— — 
All Other Fees(4)
— — 
Total Fees$3.9 $3.4 
(1)Audit fees include professional services rendered by PwC for the audit of the Company’s annual financial statements including the integrated audit of internal control over financial reporting, the review of financial statements included in the Company’s quarterly reports on Form 10-Q and related services and out-of-pocket expenses.
(2)Audit-related fees include assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements, and are not reported under "Audit Fees" above. There were no such fees billed for 2022 or 2021.
(3)Tax fees include items billed for professional services rendered by PwC for tax compliance, tax advice and tax planning. There were no such fees billed for both years presented.
(4)All other fees include products and services provided by PwC other than those reported under "Audit Fees," "Audit-Related Fees," and "Tax Fees" and were immaterial for both years presented.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Company’s Independent Auditors
Consistent with SEC policies regarding auditor independence, the Audit Committee has the responsibility for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditors.
Prior to engagement of the independent auditors for the next year’s audit, management will submit an aggregate listing of services expected to be rendered during the year for Audit, Audit-Related, Tax and All 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 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.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. None of the services described above was approved by the Audit Committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) the following documents are filed as part of this report:
(1) Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of the Original Form 10-K). 
(2) EXHIBITS
EXHIBIT INDEX
Incorporated herein by reference
Table
Item No.
Exhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished herewith
2.18-K1-015202.1June 14, 2013
2.28-K1-015202.1April 11, 2014
2.38-K1-015202.1December 19, 2022
3.18-K1-015203.1April 11, 2014
3.28-K1-015203.2April 11, 2014
3.310-K1-015203.3February 16, 2016
3.410-Q1-015203.1August 1, 2022
4.110-K1-015204.1February 19, 2020
4.2S-8333-01520324.1June 30, 2008
4.38-K1-015204.1April 11, 2014
4.4DEF 14A1-01520AMarch 29, 2018
4.5DEF 14A1-01520BMarch 29, 2019
10.18-K1-015202.4November 5, 2001
10.2†10-K1-01520BFebruary 13, 1997
10.3†8-K1-0152010.1January 7, 2009
10.4†8-K1-0152010.2January 7, 2009
10.5†10-K1-0152010.6February 12, 2009
10.6†10-Q1-0152010.5October 8, 2009
10.7†10-Q1-0152010.6October 8, 2009
10.8†10-Q1-0152010.7October 8, 2009
10.9†10-Q1-0152010.8October 8, 2009
10.10†10-Q1-0152010.9October 8, 2009
10.11†10-Q1-0152010.10October 8, 2009
10.1210-K1-0152010.52February 4, 2010
10.1310-K1-0152010.53February 4, 2010
10.14†10-Q1-0152010.1July 9, 2013
10.158-K1-0152010.1April 11, 2014
34

10.16†10-Q1-0152010.1October 10, 2014
10.17†10-Q1-0152010.2October 10, 2014
10.18†8-K1-0152010.2March 6, 2020
10.19†10-Q1-0152010.1May 8, 2017
10.20†8-K1-0152010.1March 6, 2020
10.21†S-8333-22482399.2May 10, 2018
10.22†S-8333-22482399.3May 10, 2018
10.23†S-8333-22482399.4May 10, 2018
10.24†S-8333-22482399.5May 10, 2018
10.25†S-8333-22482399.6May 10, 2018
10.26†S-8333-22482399.7May 10, 2018
10.278-K1-0152010.1September 29, 2022
10.28†S-8333-23142399.2May 13, 2019
10.29†S-8333-23142399.3May 13, 2019
10.30†S-8333-23142399.4May 13, 2019
10.31†S-8333-23142399.5May 13, 2019
10.32†S-8333-23142399.6May 13, 2019
10.33†10-Q1-0152010.1April 28, 2020
10.34†10-Q1-0152010.2April 28, 2020
10.35 †8-K1-0152010.1August 7, 2020
10.36†10-K 1-0152010.44February 18, 2021
10.37†10-Q1-0152010.1April 26, 2021
10.38†10-K1-0152010.39February 18, 2022
10.39†10-K1-0152010.40February 18, 2022
35

10.40†10-K1-0152010.41February 18, 2022
10.41†10-K1-0152010.42February 18, 2022
21.110-K1-0152021.1February 15, 2023
23.110-K1-0152023.1February 15, 2023
24.110-K1-0152024.1February 15, 2023
31.110-K1-0152031.1February 15, 2023
31.210-K1-0152031.2February 15, 2023
31.3x
31.4x
32.110-K1-0152032.1February 15, 2023
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.10-K1-01520101.INSFebruary 15, 2023
101.SCHXBRL Taxonomy Extension Schema Document10-K1-01520101.SCHFebruary 15, 2023
101.CALXBRL Taxonomy Extension Calculation Linkbase Document10-K1-01520101.CALFebruary 15, 2023
101.DEFXBRL Taxonomy Extension Definition Linkbase Document10-K1-01520101.DEFFebruary 15, 2023
101.LABXBRL Taxonomy Extension Label Linkbase Document10-K1-01520101.LABFebruary 15, 2023
101.PREXBRL Taxonomy Extension Presentation Linkbase Document10-K1-01520101.PREFebruary 15, 2023
   104Cover Page Interactive Data File (included as Exhibit 101) -- the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document10-K1-01520104February 15, 2023
____ 
†    Management contract or compensatory plan or arrangement. 

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
April 28, 2023
 
Aerojet Rocketdyne Holdings, Inc.
By:/s/    DANIEL L. BOEHLE
Daniel L. Boehle
Vice President, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


36

APPENDIX A
USE OF NON-GAAP FINANCIAL MEASURES
The Executive Compensation section of this document contain Non-GAAP financial measures. The tables in this appendix reconcile the Non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.
About Non-GAAP Financial Measures
Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These Non-GAAP financial measures do not reflect a comprehensive system of accounting, and may differ from Non-GAAP financial measures with the same or similar names that are used by other companies.
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDAP, Adjusted Net Income, and Adjusted EPS
We provide the Non-GAAP financial measures of our performance called Adjusted EBITDAP, Adjusted Net Income, and Adjusted EPS. We use these metrics to measure our operating and total Company performance. We believe that for management and investors to effectively compare core performance from period to period, the metrics should exclude items that are not indicative of, or are unrelated to, results from our ongoing business operations such as retirement benefits (pension and postretirement benefits), significant non-cash expenses, the impacts of financing decisions on earnings, and items incurred outside the ordinary, on-going and customary course of our business. Accordingly, we define Adjusted EBITDAP as GAAP net income adjusted to exclude interest expense, interest income, income taxes, depreciation and amortization, retirement benefits net of amounts that are recoverable under our U.S. government contracts, and unusual items which we do not believe are reflective of such ordinary, on-going and customary activities. Adjusted Net Income and Adjusted EPS exclude retirement benefits net of amounts that are recoverable under our U.S. government contracts and unusual items we do not believe are reflective of such ordinary, ongoing and customary activities. Adjusted Net Income and Adjusted EPS do not represent, and should not be considered an alternative to, net income or diluted EPS as determined in accordance with GAAP. For short-term annual cash incentive award purposes, certain Organization & Compensation Committee approved modifications are applied to Adjusted EBITDAP where necessary.
1

(In Millions, except per share amounts)20222021
Net income $74.0 $146.6 
Interest expense18.6 20.1 
Interest income(5.4)(2.5)
Income tax provision34.3 48.4 
Depreciation and amortization57.3 61.4 
GAAP Retirement benefits expense1.1 33.9 
Cost Accounting Standards (“CAS”) recoverable retirement benefits expense(35.1)(38.8)
Unusual items94.0 29.4 
Adjusted EBITDAP$238.8 $298.5 
Aerospace and Defense Segment Performance Adjustment26.8 — 
Real Estate Segment Performance Adjustment10.8 — 
Exclude Board and retiree stock compensation above or below Annual Operating Plan (“AOP”)(0.1)(0.3)
Exclude stock compensation related to bonus achievement above or below AOP13.9 1.1
Exclude annual incentive plan bonus achievement above or below AOP(0.6)3.5
Adjusted EBITDAP with Organization & Compensation Committee approved modifications$289.6 $302.8 
Net income $74.0 $146.6 
GAAP retirement benefits expense1.1 33.9 
CAS recoverable retirement benefits expense(35.1)(38.8)
Unusual items94.0 29.4 
Income tax impact of adjustments (1)
(19.0)(6.6)
Adjusted Net Income$115.0 $164.5 
Diluted EPS$0.90 $1.78 
Adjustments0.49 0.22 
Adjusted EPS$1.39 $2.00 
Diluted weighted average shares, as reported and as adjusted83.3 81.7 
(1)The income tax impact is calculated using the federal and state statutory rates in the corresponding year.
Free Cash Flow
We also provide the Non-GAAP financial measure of Free Cash Flow. Free Cash Flow is defined as cash flow from operating activities less capital expenditures. Free Cash Flow should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flows from operations presented in accordance with GAAP. We use Free Cash Flow, both in presenting our results to stakeholders and the investment community, and in our internal evaluation and management of the business. Management believes that this financial measure is useful because it provides supplemental information to assist investors in viewing the business using the same tools that management uses to evaluate progress in achieving our goals. The following table summarizes Free Cash Flow:
(In Millions)20222021
Net cash (used in) provided by operating activities$(48.7)$199.6 
Capital expenditures(40.7)(37.3)
Free cash flow$(89.4)$162.3 
2