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•	Attend the 2020 annual meeting of stockholders (the “Annual Meeting”) online at www.virtualshareholdermeeting.com/AJRD2020.

•	The Annual Meeting will begin at 9:00 a.m. Pacific Time on Wednesday, May 6, 2020.

•	To participate in the meeting, you will need the control number included on your Notice of Internet Availability, on your proxy card, or on the instructions that accompanied your proxy materials.

•	The record date for the Annual Meeting is Thursday, March 12, 2020. This means you are entitled to receive notice of the meeting and vote shares at the meeting if you were a stockholder of record as of the close of business on Thursday, March 12, 2020.

1.	To elect the seven directors named in the Proxy Statement to our Board of Directors to serve until the 2021 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

2.	To consider and approve an advisory vote to approve Aerojet Rocketdyne’s executive compensation;

3.	To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2020;

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

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•	Increase of $121 million in defense program sales primarily driven by the Patriot Advanced Capability-3, Guided Multiple Launch Rocket System and hypersonic booster programs.

•	Decrease of $35 million in space program sales primarily driven by lower sales in the RS-68 program and the anticipated wind-down of the AJ-60 solid rocket motor program partially offset by growth in the RS-25 program.

•	Improved performance on the Commercial Crew Development program in 2019 partially offset by lower risk retirements in 2019 on the RS-68, RL10, and Terminal High Altitude Area Defense programs.

•	Decrease of $32 million in retirement benefits expense.

•	One-time benefit of $43 million from increased recoverability of environmental remediation costs in 2018.

•	Improved operating performance and working capital utilization.

•	Partially offset by an increase of $43 million in income taxes (net of refunds) paid in 2019.

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•	Adjusted earnings before interest, taxes, depreciation, amortization and pension expense (“EBITDAP”);

•	Cash flow from operations;

•	Aerojet Rocketdyne bookings; and

•	Certain other goals that include individual performance and accomplishments of each NEO.

(1)	Age as of December 31, 2019

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•	CenturyLink, Inc. - Audit Committee, Risk & Security Committee (Chair)

•	Anadarko Petroleum Corporation until 2017 - Audit Committee

•	Level 3 Communications, Inc. until 2017 - Audit Committee, Classified Business and Security Committee (Chair)

•	Orbital ATK, Inc. until 2017 - Audit Committee, Markets & Technology Committee

•	Orbital Sciences Corporation until 2015 - Audit Committee, Markets & Technology

•	Air Force Academy Falcon Foundation, Trustee

•	Pikes Peak or Bust Rodeo Foundation, Trustee

•	Cobham Advanced Electronic Solutions, Director - Compensation Committee (Chair)

•	Lawrence Livermore National Laboratories Board of Governors, Member

•	Sandia National Laboratory Board of Managers, Member

•	Air Force Academy Association of Graduates, Former Director

•	The Aerospace Corporation, Former Director

•	Shafer Corporation, Former Director

•	Extensive career as a senior military officer with the United States Air Force and as a NASA Astronaut

•	Significant public company board experience

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•	L3Harris Technologies, Inc. - Audit Committee, Finance Committee

•	ARINC, Inc. until 2013

•	American Ireland Fund, Director

•	Stevens Institute of Technology, Board of Trustees

•	Worcester Polytechnic Institute, Trustee Emeritus

•	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

•	Significant public company board experience, including service as a director of a Fortune 500 company

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•	Woodward, Inc.

•	Aerospace Industries Association, Board of Governors - Executive Committee & Finance Committee

•	Girl Scouts of the United States of America, National Board of Directors

•	Considerable aerospace and defense industry knowledge and operational expertise

•	Public company board experience

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•	School Specialty, Inc. until 2018 (Chair)

•	Aviat Networks Inc. until 2016

•	RELM Wireless Corporation (n/k/a BK Technologies, Inc.), until 2015

•	DGT Holdings Corp. until 2011

•	Point Blank Solutions, Inc. until 2011 (Chair)

•	SL Industries, Inc. until 2010

•	Armor Express, Director

•	Extensive business experience advising and managing public companies

•	Significant public company board experience

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•	Steel Connect, Inc., Executive Chairman and Interim CEO

•	Steel Partners Holdings GP Inc., Executive Chairman

•	Steel Excel Inc. (a subsidiary of SPLP), Chairman (went private in 2017)

•	Handy & Harman Ltd. (a subsidiary of SPLP) (went private in 2017)

•	SL Industries, Inc., Director (acquired by SPLP in 2016)

•	Steel Partners Foundation, Director

•	Federal Law Enforcement Foundation, Director

•	Extensive business experience in corporate finance, managing private investment funds and advising a diverse group of public companies

•	Significant public company board experience

•	Significant operation experience in manufacturing, space, defense, banking and steel business systems

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•	Frequency Electronics Corporation - Audit Committee, Compensation Committee

•	L2 Aerospace, LLC, Executive Chairman

•	Association of Air Force Missileers, President

•	Von’s Vision, Executive Board Member

•	Iridium Corporation, Government Advisory Board Member

•	Challenger Learning Center, Emeritus Member of Board of Advisors

•	Hypergiant Industries, Advisory Board Member

•	Marotta Controls Corporation, Director

•	Boneal Company, Director

•	Measured Risk, LLC, Advisory Board Member

•	Extensive career as a senior military officer with the United States Air Force

•	Significant public company board experience

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•	Boston Properties, Inc. until 2019 - Audit Committee

•	Turchin Family Charitable Foundation, Trustee

•	Extensive experience and expertise in the real estate industry

•	Significant public company board experience

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•

The Audit Committee periodically reviews and discusses with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management including discussion of the Company’s major financial and compliance risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also reviews and assists the Board in overseeing the Company’s compliance with legal and regulatory requirements, including the effectiveness of the Company’s corporate Ethics and Compliance Program.

•	The Organization & Compensation Committee helps the Board identify the Company’s exposure to any risks potentially created by our compensation programs and practices.

•	The Corporate Governance & Nominating Committee periodically reviews and advises the Board regarding significant matters of public policy, including proposed actions by foreign and domestic governments that may significantly affect the Company.

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•	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 New York Stock Exchange (“NYSE”) as in effect from time to time.

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•	reviews and evaluates the scope of the audits to be performed by, the adequacy of services performed by, and the fees and compensation of, the independent auditors;

•

reviews the Company’s disclosure of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and annual audited and quarterly financial statements with management and with the Company’s independent auditors and recommends to the Board to include the financial statements in the Company’s Annual Reports on Form 10-K or the Company’s Quarterly Reports on Form 10-Q, as applicable;

•	approves in advance all audit and permitted non-audit services to be provided by the independent auditors;

•	reviews and considers matters that may have a bearing upon continuing audit or independence; prepares the report of the Audit Committee to be included in the Company’s Proxy Statement;

•	appoints and terminates the independent auditors of the Company;

•	reviews and evaluates the scope and appropriateness of the Company’s internal audit function, internal audit plans and system of internal controls;

•	reviews and evaluates with management and independent auditors their judgment about the Company’s selection or application of accounting principles, practices and financial reporting;

•	receives periodic reports from management, legal counsel, the Company’s corporate Ethics and Compliance Office and third parties as determined by the Committee; and

•	reviews and oversees the Company’s compliance with legal and regulatory requirements, including the effectiveness of the Company’s corporate Ethics and Compliance Program.

•	periodically reviews and makes recommendations to the Board concerning the criteria for selection and retention of Directors, the composition of the Board (including the Chairman of the Board), the structure and function of Board committees and the retirement policy of Directors;

•	assists in identifying, screening and recommending to the Board qualified candidates to serve as Directors of the Company and considers and makes recommendations to the Board concerning Director nominations submitted by stockholders;

•	periodically reviews and advises the Board regarding significant matters of public policy, including proposed actions by foreign and domestic governments that may significantly affect the Company; and

•	reviews and advises the Board regarding adoption or amendment of major Company policies and programs relating to matters of public policy.

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•	reviews and approves the total compensation of the CEO and President and the Executive Chairman;

•	administers the Company’s deferred compensation plan, the Aerojet Rocketdyne 2019 Equity and Performance Incentive Plan (the “2019 Incentive Plan”) and the Aerojet Rocketdyne 2018 Equity and Performance Incentive Plan (the “2018 Incentive Plan”);

•	periodically reviews the organization of the Company and its management, including major changes in the organization of the Company and the responsibility of management as proposed by the CEO and President;

•	monitors executive development and succession planning;

•	reviews the effectiveness and performance of senior management, and reviews and makes recommendations to the Board concerning the appointment and removal of officers;

•	periodically reviews the compensation philosophy, policies and practices of the Company and makes recommendations to the Board concerning proposed major changes, as appropriate;

•	annually reviews changes in the Company’s employee benefit, savings and retirement plans and reports thereon to the Board;

•	approves, and in some cases recommends to the Board for approval, the compensation of executive officers of the Company, although the Organization & Compensation Committee delegates to the CEO and President the right to establish the salaries and annual incentive compensation of the other officers of the Company; and

•	periodically reviews and makes recommendations to the Board regarding the compensation and benefits for Directors.

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for an annual meeting of stockholders, written notice of a stockholder’s intention to make business proposals or nominate persons for election to the Board must be delivered to the Company not later than the ninetieth (90th) day or earlier than the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting. If an annual meeting of stockholders is held more than thirty (30) days before or more than seventy (70) days after the first anniversary of the preceding year’s annual meeting, notice by the stockholder must be delivered (i) not earlier than one hundred twenty (120) days prior to such annual meeting; and (ii) not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the annual meeting; and

•

if the Company has called a special meeting for the purpose of electing one or more directors to the Board, written notice of a stockholder’s intention to nominate persons for election to the Board before such special meeting must be delivered to the Company (i) not earlier than the one hundred twentieth (120th) day; and (ii) not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

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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 2019. Non-employee Directors have a choice to receive all or a portion of their Director fees in fully vested Common Stock of the Company, in which the number of shares is determined 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 are given in an amount equal in value to 50% of the amount of fees paid in fully vested Common Stock. This additional grant is reported in the “Stock Awards” column. Non-employee Directors and the Executive Chairman 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 2019.

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(2)

The amounts reported in these columns for each non-employee Director reflect the grant date fair value of stock awards in 2019. A description of these awards can be found under the section entitled Long-Term Equity Incentive Awards on page 36. A discussion of the assumptions used in calculating these values may be found in Note 10(d) in the audited financial statements in the Company’s 2019 Annual Report. The following table shows each grant of restricted shares of Common Stock granted during 2019 to each non-employee Director who served as a Director in 2019, and the aggregate grant date fair value for each award.

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

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

(C)	The value presented here represents the incremental fair value of a modification to accelerate the vesting of 50% of an award granted May 15, 2018. The original vesting date was May 15, 2019, and it was modified to accelerate the vesting to May 08, 2019.

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(3)	The following table shows the amount of unvested stock awards and outstanding and unexercised SARs awards as of December 31, 2019, for each non-employee Director who served as a Director in 2019.

(4)	This amount includes $15,000 as annual director compensation for Mr. Turchin’s continued advisory services to Easton Development Company, LLC and its related transactions on behalf of the Company’s Board of Directors, which amount is reviewed and approved annually.

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(1)	BlackRock, Inc. reported sole voting power with respect to 11,847,168 shares and sole dispositive power with respect to 11,987,987 shares. The foregoing information is according to Amendment No. 10 to a Schedule 13G dated February 3, 2020, and filed with the SEC on February 4, 2020.

(2)

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., GAMCO Investors, Inc. and Associated Capital Group, Inc. Gabelli Funds, LLC reported sole voting power and sole dispositive power with respect to 2,539,618 shares. GAMCO Asset Management Inc. reported sole voting power with respect to 3,378,108 shares and sole dispositive power with respect to 3,640,108 shares. Teton Advisors, Inc. reported sole voting power and sole dispositive power with respect to 1,109,516 shares. GGCP, Inc. reported sole voting power and sole dispositive power with respect to 5,600 shares. GAMCO Investors, Inc., Associated Capital Group, Inc. and Mario J. Gabelli each reported sole voting power and sole dispositive power with respect to 0 shares. All of the foregoing information is according to Amendment No. 55 to a Schedule 13D dated November 8, 2019, and filed with the SEC on November 8, 2019, and is inclusive of an aggregate amount of 144,233 shares issuable upon the conversion of the Company’s 2.25% Convertible Senior Notes held by the reporting entities.

(3)	The Vanguard Group reported sole voting power with respect to 128,799 shares, shared voting power with respect to 10,948 shares, sole dispositive power with respect to 8,463,530 shares, and shared dispositive power with respect to 130,810 shares. The foregoing information is according to Amendment No. 2 to a Schedule 13G dated February 10, 2020, and filed with the SEC on February 12, 2020.

(4)	T. Rowe Price Associates, Inc. reported sole voting power with respect to 1,501,221 shares and sole dispositive power with respect to the 6,427,418 shares. The foregoing information is according to Amendment No. 2 to a Schedule 13G dated February 14, 2020, and filed with the SEC on February 14, 2020.

(5)

Consists of shares owned directly by Steel Excel. SPH Group Holdings LLC (“SPHG Holdings”) owns 100% of the outstanding shares of common stock of Steel Excel. SPLP owns 99% of the membership interests of SPH Group LLC (“SPHG”). SPHG is the sole member of SPHG Holdings. Steel Partners Holdings GP Inc. (“Steel Partners GP”) is the general partner of SPLP, the managing member of SPHG and the manager of SPHG Holdings. By virtue of these relationships, each of SPLP, SPHG and Steel Holdings GP may be deemed to beneficially own the shares owned directly by Steel Excel. Each of the foregoing may be deemed to have shared voting and dispositive power with respect to such shares. All of the foregoing information is according to Amendment No. 24 to a Schedule 13D dated December 26, 2017, and filed with the SEC on December 26, 2017.

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(1)	Includes restricted shares 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)	Includes shares issuable upon the exercise of stock options that may be exercised within 60 days after March 12, 2020, as follows: Mr. Lichtenstein — 243,546; Ms. Drake — 17,848; Mr. Schumacher — 11,610 , and all current Directors and executive officers as a group — 273,004 shares.

(3)	These shares are held in the name of the Rabbi Trust.

(4)	Includes 103,440 shares held in the Thomas A. Corcoran TTEE U/A DTD 07/16/2001.

(5)	Includes 71,838 shares held in the name of the Rabbi Trust.

(6)	Includes 515,089 shares held in the name of the Rabbi Trust and 60,546 shares held through Steel Partners, Ltd. (“SPL”). Mr. Lichtenstein, as the CEO and sole director of SPL, may be deemed to beneficially own the shares of Common Stock owned directly by SPL. Mr. Lichtenstein disclaims beneficial ownership of such shares owned by SPL except to the extent of his pecuniary interest therein.

(7)	These shares are held in the name of the Rabbi Trust.

(8)	Includes 15,610 shares held in the name of the Rabbi Trust, 7,500 shares held in the name of Martin Turchin IRA Rollover, 3,000 shares held in the name of Peter Turchin Trust, 1,000 shares held in the name of Coulter Turchin Trust and 1,000 shares held in the name of Tyler Turchin Trust.

(9)	Includes 119,231 shares held in the EPD 2018 Trust dated August 7, 2018.

(10)	Includes shares credited in the Aerojet Rocketdyne Retirement Savings Plan as of March 12, 2020.

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•	Ms. Drake is included as the Company’s current Principal Executive Officer (“PEO”).

•	Mr. Lundstrom is included as the Company’s current Principal Financial Officer (“PFO”).

•	Messrs. Lichtenstein, Tucker and Schumacher are included as the three most highly compensated Section 16 officers other than the PEO and PFO.

•	Adjusted earnings before interest, taxes, depreciation, amortization and pension expense (“EBITDAP”);

•	Cash flow from operations;

•	Aerojet Rocketdyne bookings; and

•	Certain other goals that include individual performance and accomplishments of each NEO.

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•	Net sales for 2019 totaled $1,981.5 million compared with $1,895.9 million for 2018.

•	Net income for 2019 was $141.0 million, or $1.69 diluted earnings per share ("EPS"), compared with net income of $137.3 million, or $1.75 diluted EPS for 2018.

•	Adjusted Net Income* for 2019 was $130.1 million, or $1.56 Adjusted EPS*, compared with $151.5 million, or $1.93 Adjusted EPS* for 2018.

•	Adjusted EBITDAP* for 2019 was $271.7 million, compared with $304.9 million for 2018.

•	Cash provided by operating activities in 2019 totaled $261.2 million compared with $252.7 million in 2018.

•	Free cash flow* in 2019 totaled $218.3 million compared with $209.5 million in 2018.

•	Total backlog as of December 31, 2019, was $5.4 billion compared with $4.1 billion as of December 31, 2018.

•	Base salaries;

•	Short-term annual cash incentive awards;

•	Long-term incentive awards, including restricted stock, performance-based restricted stock, stock options and cash-settled SARs; and

•	Other benefits such as in-service and post-retirement/employment benefits - pension and 401(k) savings plans; however, defined benefit pension plans were frozen effective 2009.

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(1)	Mr. Schumacher initially received an increase in pay of 4.0% during the regular merit increase process. Later in the year he received another increase to his base salary due to an increase in the scope of his role and responsibilities.

•	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.

•	Eileen P. Drake, CEO and President - 100%;

•	Mark A. Tucker, COO - 75%;

•	Paul R. Lundstrom, VP, CFO - 75%; and

•	John D. Schumacher, Senior VP, Washington Operations - 65%.

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•	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 Board approved modifications.

•	Cash Flow from Operations: the Company’s cash provided by operating activities per GAAP.

•	Aerojet Rocketdyne Bookings: the amount of money to be received for a contract of our Aerospace and Defense segment 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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(1)	The discretionary awards for Messrs. Tucker and Lundstrom are the result of exceptional performance and results in 2019.

(2)	Mr. Tucker’s payout was calculated on his base salary as of January 1, 2020.

•	All three vehicles provide stockholder alignment as their values are dependent on stock price but SARs (weighted 25%) provide the most alignment with stockholders seeking return on their investment as they are only valuable if Company value increases from the date of grant.

•	Performance-based restricted stock (weighted 50%) is based on financial metrics executives directly impact and provides a clearer line-of-sight to executives than pure stock price which is affected by macroeconomic conditions and timing luck beyond the executives control.

•	Time-based restricted stock (weighted 25%) provides the strongest retentive value as even though it is affected by stock price, as long as the recipient stays with the Company, they are guaranteed some value from time-based restricted stock.

•

SARs - awards with exercise prices equal to the fair market value of the Company’s common stock on the date of grant. SARs entitle the holder to the difference in value between the price of the Company’s common stock on the date of the exercise and the exercise price the SARs are granted at and are settled in cash. SARs therefore only provide value to recipients if the Company’s stock price rises. SARs are exercisable after three years and have a seven-year contractual life from the date of grant. Executives who voluntarily resign or are terminated for cause immediately forfeit all unvested SARs unless otherwise determined by the Organization & Compensation Committee.

•	Performance-based restricted stock - shares of Common Stock that vest over a 3-year period of time based on the achievement of pre-established Company performance objectives such as adjusted EBITDAP and

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Time-based restricted stock - shares of Common Stock that vests in equal annual installments over a 3-year period after the grant date. During the restricted period, the executives may not sell, transfer, pledge, assign or otherwise convey their restricted stock. However, executives may vote their shares and are entitled to receive dividend payments, if any are made. Executives who voluntarily resign or are terminated for cause prior to the end of the restriction period forfeit their restricted stock unless otherwise determined by the Organization & Compensation Committee.

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•	lump sum payment equal to 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 CIC Policy) 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 the target incentive compensation executive could have received under the STIP for the entire year in which the termination date occurs;

•	payment of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) benefit premiums until the earlier of the 12-month anniversary of the termination date or when eligible for health insurance coverage through another employer;

•	to the extent unvested, immediate full vesting of all of the executive’s equity awards; and

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•	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.

(i)	49,158 shares of time-based restricted stock vesting in 1/3 increments on February 28, 2020, February 28, 2021 and February 28, 2022 (subject to continued service through each such date), having an aggregate grant date fair value of approximately $1.8 million;

(ii)	200,000 stock appreciation rights with a grant price of $37.25 exercisable on February 28, 2022 (subject to continued service through such date) and expiring on February 28, 2026, having an aggregate grant date fair value of approximately $2.6 million; and

(iii)	an option to purchase 91,229 shares of the Company’s Common Stock with a grant price of $37.25 exercisable on February 28, 2022 (subject to continued service through such date) and expiring on February 28, 2026, having an aggregate grant date fair value of approximately $1.2 million.

(i)	17,409 time-based restricted stock units vesting in 1/3 increments on each of the first, second and third anniversaries of the grant date, having an aggregate grant date fair value of $875,000; and

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(ii)

71,240 performance-based restricted stock units having an aggregate grant date fair value of $2,625,000, with 1/3 to vest upon achieving a stock price of $57.80; 1/3 to vest upon achieving a stock price of $62.83; and 1/3 to vest upon achieving a stock price of $67.85; with each such vesting to occur no later than the third anniversary of the grant date and with such stock price achievements in each case determined on the basis of the 20-day volume-weighted average price of the Company’s Common Stock as reported on the NYSE.

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•	Executive Chairman and CEO and President - six times CEO 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.

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(1)	This column reflects the dollar amounts of base salary earned in each listed period.

(2)

These columns represent 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. The grant date fair value of stock options and SARs awards was estimated using the Black-Scholes Model. A discussion of the assumptions used in calculating these values may be found in Note 10(d) in the audited financial statements in the Company’s 2019 Annual Report. A description of these awards can be found under the section entitled Long-Term Equity Incentive Awards on page 36.

(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 on page 34.

(4)	This column includes the following for 2019:

(5)	Mr. Lichtenstein’s stock awards compensation consists of $1,831,136 for a service-based restricted stock grant.

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(6)

Ms. Drake’s stock awards compensation consists of $747,123 for a service-based restricted stock grant, $1,862,500 for a performance-based restricted stock grant that vests in 6,250 share installments subject to the achievement of relevant strategic goals, and $1,494,247 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 $2,988,493.

(7)

Mr. Tucker’s stock awards compensation consists of $90,642 for a service-based restricted stock grant and $380,078 for a performance-based restricted stock grant which was granted at a reduced level as a result of the Retention Agreement discussed on page 52. The Retention Agreement essentially modifies the performance-based award to a service-based award as the agreement guarantees the vesting of 100% of the reduced level of the grant regardless of what performance metrics are met. The Retention Agreement was amended on October 31, 2019, which resulted in awards granted in 2018 to be modified. The incremental fair value of these modifications is $235,840. The amendment to the Retention Agreement is discussed on page 53.

(8)	Mr. Lundstrom’s stock awards compensation consists of $239,518 for a service-based restricted stock grant and $479,035 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 $958,070.

(9)	Mr. Schumacher’s stock awards compensation consists of $114,395 for a service-based restricted stock grant and $228,790 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 $457,579.

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(1)	Reflects the possible payout amounts of non-equity incentive plan awards that could have been earned in 2019. See the 2019 Summary Compensation Table on page 44 for the amounts actually earned in 2019 and paid out in the first quarter of 2019.

(2)	If all financial metrics are not met at the threshold level, the annual incentive award will not be earned.

(3)	The fair value of these SAR grants were estimated using the Black-Scholes Model with the following weighted average assumptions at the grant date: expected life - five years; volatility - 34.388%; risk-free interest rate - 2.490%; dividend yield - 0.0%.

(4)	The fair value of this stock options grant was estimated using the Black-Scholes Model with the following weighted average assumptions at the grant date: expected life - seven years; volatility - 33.482%; risk-free interest rate - 2.622%; dividend yield - 0.0%.

(5)	Vesting of this performance-based restricted stock grant is based on adjusted EBITDAP and ROIC performance metrics for a three-year performance period ending on the last day of 2021. The grant date fair value at the maximum of 200% vesting would be $2,988,493 for Ms. Drake, $958,070 for Mr. Lundstrom and $457,579 for Mr. Schumacher.

(6)	Vesting of this performance-based restricted stock grant is based on the achievement of relevant strategic goals.

(7)

This award was originally granted as a performance-based restricted stock grant which was granted at a reduced level as a result of the Retention Agreement discussed on page 52. The Retention Agreement essentially modifies the performance-based award to a service-based award as the agreement guarantees the vesting of 100% of the reduced level of the grant regardless of what performance metrics are met.

(8)	This amount reflects the incremental fair value of awards granted in 2018 and modified in 2019 according to the Amended Retention Agreement discussed on page 53.

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(1)	The market value was calculated by multiplying the number of shares by the closing market price of the Company’s Common Stock of $45.66 on December 31, 2019.

(2)	These awards vest in one-third increments on February 28th of each year, becoming fully vested in 2022.

(3)	The vesting date for these performance-based restricted stock awards is on or about February 28, 2022, subject to approval by the Organization & Compensation Committee. These awards will only vest if performance targets are met through December 31, 2021.

(4)	These shares will vest when the individual performance goals are met, if met before December 31, 2020.

(5)	The vesting date for these performance-based restricted stock awards is on or about February 28, 2021, subject to approval by the Organization & Compensation Committee. These awards will only vest if performance targets are met through December 31, 2020.

(6)	The vesting date for these performance-based restricted stock awards was February 24, 2020. Performance targets were met through December 31, 2019, resulting in grants vesting at 175.4%.

(7)	These shares will vest when the individual performance goals are met, if met before November 18, 2020.

(8)	This award vests in one-third increments on February 27th of each year, becoming fully vested in 2021.

(9)	The vesting date for these service-based SARs awards is April 19, 2021.

(10)	The vesting date for these service-based Stock Option awards is February 28, 2022.

(11)	The vesting date for these service-based SARs awards is February 28, 2022.

(12)	The vesting date for these service-based SARs awards is February 27, 2021.

(13)	The vesting date for these service-based SARs awards is May 01, 2020.

(14)	The vesting date for these awards is December 31, 2020 per the modified retention agreement discussed on page 53.

(15)	This award was originally granted as a performance-based award with a maximum vesting of 39,008 shares. The Retention Agreement discussed on page 52 essentially modifies this award to a service-based award as the agreement guarantees the vesting of two-thirds of the grant on December 31, 2020 regardless of what performance metrics are met.

(1)	The value realized on exercise represents the difference between the closing market price of the Company’s Common Stock on the exercise date and the exercise price multiplied by the number of shares underlying each option or SAR exercised.

(2)	The amounts reported in this column reflect restricted stock awards that vested during 2019.

(3)	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.

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(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, 2019, 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.

(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.

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(1)	This column reflects compensation earned in 2019 and deferred under the 401(k) BRP Plan. These amounts are also included in the “Salary” column in the 2019 Summary Compensation Table on page 44.

(2)	This column reflects company matches under the 401(k) BRP Plan earned in 2019. These amounts are also included in the “All Other Compensation” column in the 2019 Summary Compensation Table on page 44.

(3)	This column reflects interest credited on account holdings and the change in value of other investment holdings during 2019.

(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 a NEO that year.

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•	lump sum payment equal to executive’s annual base salary;

•	prorated portion of incentive compensation under the Company’s STIP to the “termination date” (as defined in the CIC Policy) and a full STIP payment for the prior year if unpaid as of the termination date, each based upon actual performance;

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•	lump sum payment equal to the target incentive compensation executive could have received under the STIP for the entire year in which the termination date occurs;

•	payment of COBRA benefit premiums until the earlier of the 12-month anniversary of the termination date or when eligible for health insurance coverage through another employer;

•	to the extent unvested, immediate full vesting of all of the executive’s equity awards; 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.

(1)	Cash Severance does not include the annual cash incentive award earned for 2019 as it is reported in the Non-Equity Incentive Plan Compensation column of the 2019 Summary Compensation Table on page 44.

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(1)	For All Other Compensation for Ms. Drake, see the 2019 Summary Compensation Table on page 44. All Other Compensation for the median employee consists of Company matching contributions to the 401(k) savings plan.

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(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.

(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 and consisted primarily of due diligence efforts and a required Department of Energy compliance audit.

(3)	Tax fees include items billed for professional services rendered by PwC for tax compliance, tax advice and tax planning and were immaterial.

(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.

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•	To elect the seven directors named in the Proxy Statement to our Board to serve until the 2021 annual meeting of stockholders and until their respective successors have been duly elected and qualified (the Board’s nominees are: Kevin P. Chilton; Thomas A. Corcoran; Eileen P. Drake; James R. Henderson; Warren G. Lichtenstein; Lance W. Lord and Martin Turchin) (“Proposal 1”);

•	To consider and approve an advisory vote to approve Aerojet Rocketdyne’s Executive Compensation (“Proposal 2”);

•	To ratify the appointment of PwC, an independent registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2020 (“Proposal 3”);

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

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By Internet during the Annual Meeting: You may vote electronically during the Annual Meeting on Wednesday, May 6, 2020, at 9:00 a.m. Pacific Time via the Internet at www.virtualshareholdermeeting.com/AJRD2020 using the control number we have provided to you. You may also be represented by another person at the meeting via the Internet by executing a proxy properly designating that person. If you are the beneficial owner of shares held in “street name,” and wish to vote electronically during the Annual Meeting, you must obtain a legal proxy from your broker, bank or other holder of record.

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

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

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

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•	Returning a signed proxy card bearing a later date;

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

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

•	Attending the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/AJRD2020 and voting using the control number we have provided to you.

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(1)	The income tax impact is calculated using the federal and state statutory rates in the corresponding year.

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