Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

On February 28, 2017, the Organization Compensation Committee
(the Compensation Committee) of the Board of Directors (the
Board) of Aerojet Rocketdyne Holdings, Inc. (the Company)
approved the following for the Companys named executive officers
listed below and other key employees: (i) cash incentive awards
for fiscal 2016; (ii) fiscal 2017 base salaries to be effective
March 25, 2017; (iii) fiscal 2017 annual cash incentive plan
metrics and plan design; and (iv) fiscal 2017 long term incentive
plan design, metrics and participation. The Committee also
approved the achievement of the performance objectives of the
Companys 2014 Long-Term Incentive Program (the 2014 LTIP) for
eligible employees of the Company including certain of the named
executive officers.

The table below summarizes the fiscal 2016 incentive awards for
the Companys named executive officers listed below. In addition,
for those named executive officers with changes to fiscal 2017
base salaries, or fiscal 2017 long term incentive compensation
target percentages, the approved amounts are also included in the
table below. Eileen P. Drake, the Companys CEO and President, was
awarded a cash incentive for fiscal 2016 of $1,032,500.

*Ms. Redd retired from the Company, effective March 1, 2017. to
the Transition and General Release Agreement executed December
20, 2016 between Ms. Redd and the Company, she remains eligible
for a pro-rata bonus in 2017.

The annual cash incentive program is intended to provide a
competitive level of compensation when specific individual and/or
business performance objectives are achieved. The fiscal 2016
incentive awards were based on an assessment of actual
performance against pre-established Company and business segment
performance objectives specified in the Companys fiscal 2016
annual cash incentive plan. The performance objectives as
outlined in the fiscal 2016 annual cash incentive plan included
Adjusted EBITDAP, performance measurement profit, cash flow,
bookings, and personal factors, as defined therein, each of which
were weighted differently.

For 2017, the Compensation Committee approved the short term
incentive award plan design, metrics and participation. The
potential payouts range from 0% to 200% of an individuals target
incentive. Target incentives represent a percentage of an
eligible participants base salary. The Compensation Committee has
discretion to adjust these payments.

The 2014 LTIP Performance-Based Grants for Mr. Tucker and Ms.
Redd vested at 133.8% based on an assessment of actual
performance against the pre-established 3-year cumulative free
cash flow target. Ms. Drake, Mr. Lundstrom and Mr. Kampani were
not participants in the 2014 LTIP grant.

For the 2017 LTIP grant to be made in May 2017, the Compensation
Committee approved the long term incentive award plan design,
metrics and participation. When granted, the potential vesting
will range from 0% – 200% and include pre-established Company
performance objectives such as revenue, EBITDAP, Return on
Invested Capital, and cumulative Competitive Improvement Program
investments and savings.

Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) Recent Trading Information

Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) closed its last trading session down -0.10 at 21.50 with 740,746 shares trading hands.