General Financial Info

Corporate Governance

Corporate Governance
Guidelines

Officers and
Business Unit Leads

Board of Directors
and Committees

BOARD OF DIRECTORS

James R. Henderson, Director since 2008. Mr. Henderson is a Managing Director and operating partner of Steel Partners LLC, a global investment management firm which is the Investment Manager to Steel Partners and Steel Partners II Master Fund L.P. (Steel Master), and has been associated with Steel Partners LLC and its affiliates since 1999. Mr. Henderson has been the Executive Vice President of SP Acquisition Holdings, Inc., a company formed for the purpose of acquiring one or more businesses or assets, since 2007. He has been a director and Chief Executive Officer of WebFinancial Corporation, which through its operating subsidiaries, operates niche banking markets, since 2005, President and Chief Operating Officer of WebFinancial since 2003, and was the Vice President of Operations from 2000 — 2003. He was also the Chief Executive Officer of WebBank, a wholly-owned subsidiary of WebFinancial, from 2004 — 2005. Mr. Henderson has been a director of Angelica Corporation, a provider of healthcare linen management services, since 2006. He has been a director of BNS Holding, Inc., a holding company that owns the majority of Collins Industries, Inc., a manufacturer of school buses, ambulances and terminal trucks, since 2004. He has been a director (currently Chairman of the Board) of Del Global Technologies Corp., a designer and manufacturer of medical imaging and diagnostic systems, since 2003. Mr. Henderson has been a director of SL Industries, Inc., a designer and manufacturer of power electronics, power motion equipment, power protection equipment, and teleprotection and specialized communication equipment, since 2002. Mr. Henderson was a director of ECC International Corp., a manufacturer and marketer of computer-controlled simulators for training personnel to perform maintenance and operator procedures on military weapons, from 1999 to 2003 and was acting Chief Executive Officer from 2002 to 2003. Mr. Henderson has been the President of Gateway Industries, Inc., a provider of database development and web site design and development services, since 2001. From January 2001 to August 2001, he was President of MDM Technologies, Inc., a direct mail and marketing company. Mr. Henderson serves as the non-executive Chairman of the Board, Chairman of the Corporate Governance & Nominating Committee and as a member of the Finance Committee. Age 50.

Warren G. Lichtenstein, Director since 2008. Mr. Lichtenstein co-founded Steel Partners, a private investment partnership, in 1993. He has been Managing Member since 1996 of Steel Partners II GP LLC, which is the General Partner of Steel Partners and Steel Master. He is Chief Executive Officer of Steel Partners LLC, a global investment management firm, which is the Investment Manager to Steel Partners and Steel Master. Mr. Lichtenstein has been associated with Steel Partners LLC and its affiliates since 1993. He is also a Co-Founder of Steel Partners Japan Strategic Fund (Offshore), L.P., a private investment partnership investing in Japan, and Steel Partners China Access I LP, a private equity partnership investing in China. Mr. Lichtenstein has been the Chairman of the Board, President and Chief Executive Officer of SP Acquisition Holdings, Inc., a company formed for the purpose of acquiring one or more businesses or assets, since 2007. He was a director of United Industrial from 2001 to 2007. Mr. Lichtenstein has been a director (currently Chairman of the Board) of SL Industries, Inc., a designer and manufacturer of power electronics, power motion equipment, power protection equipment, and teleprotection and specialized communication equipment, since 2002 and served as Chief Executive Officer from 2002 to 2005. He has been Chairman of the Board of WHX Corporation, a holding company, since 2005. Mr. Lichtenstein has been a director of KT&G Corporation, South Korea’s largest tobacco company, since 2006. He served as a director of WebFinancial Corporation, which through its operating subsidiaries, operates niche banking markets, from 1996 to 2005, as Chairman and Chief Executive Officer from 1997 to 2005 and as President from 1997 to 2003. Mr. Lichtenstein serves as a member of the Organization & Compensation Committee. Age 42.

David A. Lorber, GenCorp Director since 2006. Principal and portfolio manager at FrontFour Capital Group LLC, New York, NY, a hedge fund, since 2007. Previously, Director and Senior Investment Analyst at Pirate Capital, a hedge fund, from 2003 — 2006; Analyst at Vantis Capital Management LLC, a money management firm and hedge fund, from 2001 to 2003; Associate at Cushman & Wakefield, Inc. 2000 — 2001. Mr. Lorber serves as Chairman of the Organization & Compensation Committee and as a member of the Audit Committee. Age 29.

James M. Perry, GenCorp Director since 2008. Consultant to United Industrial, a leading provider of aerospace and defense systems and services. Previously, served as Vice President of United Industrial from May 1998 to December 31, 2007, Chief Financial Officer from October 1995 to December 31, 2007, Treasurer from December 1994 to April 2005, and as Controller from November 2005 to December 31, 2007; formerly Chief Financial Officer of the AAI Corporation subsidiary of United Industrial from July 2000 to December 31, 2007, as Treasurer from July 2000 to April 2005, and as Vice President from 1997 to December 31, 2007. Mr. Perry serves as the Chairman of the Audit Committee and as a member of the Organization & Compensation Committee. Age 47.

Martin Turchin, Director since 2008. Mr. Turchin is the Vice-Chairman of CB Richard Ellis, the world’s largest real estate services company, a position he has held since 2003. Previously, he served as a Vice-Chairman of a subsidiary of Insignia Financial Group, a real estate brokerage, consulting and management firm (1996 — 2003). From 1985 to 1996, Mr. Turchin was a principal and Vice-Chairman of Edward S. Gordon Company, a real estate brokerage, consulting and management firm. He has been a director of Boston Properties, a real estate investment trust, for more than ten years. From 1971 to 1985, Mr. Turchin held various positions with Kenneth E. Laub & Company, Inc., a real estate company, where he was involved in real estate acquisition, financing, leasing and consulting. Mr. Turchin serves as a member of the Audit Committee and as a member of the Corporate Governance & Nominating Committee. Age 66.

Robert C. Woods, GenCorp Director since 2006. Investment banker at Cornerstone Capital Advisors, a real estate investment bank, since 1987. From 1983 to the present, Mr. Woods has also been a real estate developer for Palladian Partners, a real estate development company. At both Cornerstone and Palladian, Mr. Woods’ experience includes developing and financing master planned communities. Previously, Vice President of Development for Cullen Center in Houston, Texas from 1982 to 1983; Project Manager for Hines Interests LLC, a real estate development company from 1981 to 1982; Project Manager for Trammell Crow from 1979 to 1980. Mr. Woods was also a consulting professor of real estate finance at Stanford University from 2000 to 2005. Mr. Woods serves as a member of the Audit Committee and as a member of the Corporate Governance & Nominating Committee. Age 55.

Board of Directors Inquiries

boardofdirectors@gencorp.com

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 shareholders. In making its assessment of independence, the Board considers any and all material relationships not merely from the standpoint of the Director, but also from that of persons or organizations with which the Director has or has had an affiliation or those relationships which may be material, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The Board also considers whether a Director was an employee of the Company within the last five years. The Board consults with the Company's counsel to ensure that the Board's determinations are consistent with all relevant securities and other laws and regulations regarding the definition of "independent Director," including those set forth in pertinent listing standards of the New York Stock Exchange (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, shareholder 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 of Directors has affirmatively determined that each Director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company.

Additionally, each Director has been determined to be ''independent'' under the following NYSE listing standards, which provide that a Director is not independent if:

the Director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer, of the Company;
the Director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
(a) the Director or an immediate family member is a current partner of a firm that is the Company's internal or external auditor; (b) the Director is a current employee of such a firm; (c) the Director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (d) the Director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company's audit within that time;
the Director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the same time serves or served on that company's compensation committee; or
the Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

Meetings of Non-Employee Directors

Non-employee Directors meet in executive session as part of each regularly scheduled Board meeting. The non-executive Chairman presides at such executive sessions, and in his absence, a non-employee Director will be chosen on a rotating basis.

BOARD COMMITTEES

The Board maintains three standing committees: Audit; Corporate Governance & Nominating; and Organization & Compensation. Assignments to, and chairs of, the committees are recommended by the Corporate Governance & Nominating Committee and approved by the Board. All committees report on their activities to the Board. Each standing committee operates under a charter approved by the Board.

Audit Committee

The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee is currently composed of James M. Perry (Chairman), David A. Lorber, Martin Turchin, and Robert C. Woods. 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 Audit Committee reviews and evaluates the scope of the audits to be performed by, the adequacy of services performed by, and the fees and compensation of, the independent auditors. The Audit Committee also reviews the Company's audited financial statements with management and with the Company's independent auditors and recommends to the Board of Directors to include the audited financial statements in the Annual Report on Form 10-K; approves in advance all audit and permitted non-audit services to be provided by the independent auditors; reviews and considers matters that may have a bearing upon continuing auditor independence; prepares the report of the Audit Committee to be included in the Company's annual proxy statement; appoints the independent auditors to examine the consolidated financial statements of the Company for the next fiscal year, subject to ratification by the shareholders; reviews and evaluates the scope and appropriateness of the Company's internal audit function, plans and system of internal controls; reviews and evaluates the appropriateness of the Company's selection or application of accounting principles and practices and financial reporting; and receives periodic reports from the internal audit and law departments; and reviews and oversees the Company's compliance with legal and regulatory requirements. The Audit Committee met eight times during fiscal year 2007.

Click here to view the complete text of the Audit Committee Charter.

Corporate Governance & Nominating Committee

The Corporate Governance & Nominating Committee (the Corporate Governance Committee) is currently composed of James R. Henderson (Chairman), Martin Turchin, and Robert C. Woods. The Board has determined that each member of the Corporate Governance Committee meets all applicable independence requirements under the NYSE listing standards. The Corporate Governance Committee periodically reviews and makes recommendations to the Board concerning the criteria for selection and retention of Directors, the composition of the Board (including the non-executive Chairman of the Board), structure and function of Board committees, and the retirement policy and compensation and benefits of Directors. The Corporate Governance Committee also assists in identifying, and recommends 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 shareholders. The Corporate Governance Committee also periodically reviews and advises the Board regarding significant matters of public policy, including proposed actions by foreign and domestic governments that may significantly affect the Company; reviews and advises the Board regarding adoption or amendment of major Company policies and programs relating to matters of public policy; monitors the proposed adoption or amendment of significant environmental legislation and regulations and advises the Board regarding the impact such proposals may have upon the Company and, where appropriate, the nature of the Company's response thereto; periodically reviews and advises the Board regarding the status of the Company's environmental policies and performance under its environmental compliance programs; and periodically reviews and reports to the Board regarding the status of, and estimated liabilities for, environmental remediation. The Corporate Governance Committee met six times during fiscal year 2007.

Click here to view the complete text of the current Corporate Governance & Nominating Committee Charter.

Organization & Compensation Committee

The Organization & Compensation Committee (the Compensation Committee) is currently composed of David A. Lorber (Chairman), Warren G. Lichtenstein and James M. Perry. The Compensation Committee advises and recommends to the independent Directors the total compensation of the President and Chief Executive Officer. In addition, the Compensation Committee, with the counsel of the Chief Executive Officer, considers and establishes base pay and incentive bonuses for the other executive officers of the Company. The Compensation Committee also administers the Company's deferred compensation plan and the GenCorp 1999 Equity and Performance Incentive Plan, which is utilized to provide long term incentives for Directors and executives in the form of grants of stock options, stock appreciation rights and restricted stock. The Compensation Committee periodically reviews the organization of the Company and its management, including major changes in the organization of the Company and the responsibility of management as proposed by the Chief Executive Officer; monitors executive development and succession planning; reviews the effectiveness and performance of senior management and makes recommendations to the Board concerning the appointment and removal of officers; periodically reviews the compensation philosophy, policies and practices of the Company and makes recommendations to the Board concerning major changes, as appropriate; annually reviews changes in the Company's employee benefit, savings and retirement plans and reports thereon to the Board; and approves, and in some cases recommends to the Board of Directors for approval, the compensation of employee-Directors, officers, and executives of the Company. The Compensation Committee met eight times during fiscal year 2007. The Compensation Committee operates under a charter approved by the Board.

Click here to view the complete text of the Organization & Compensation Committee Charter.