David Wodlinger
AeroVironmentAbout David Wodlinger
David Wodlinger (age 45) is an independent director of AeroVironment (director since 2025). He is a Managing Partner at Arlington Capital Partners, leading investments in the National Security sector, with 20+ years of private equity/M&A experience and 65+ completed transactions; he previously worked in Deutsche Bank’s Financial Sponsors Group and as a management consultant focused on the U.S. Intelligence Community. He holds an A.B. in Economics from Georgetown University (cum laude) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arlington Capital Partners | Managing Partner; leads National Security investments | 2006–present | Completed 65+ transactions; firm-level leadership |
| Deutsche Bank (Financial Sponsors Group) | Investment banking – LBO origination/financing | Pre-2006 (prior to Arlington) | Sponsor coverage and leveraged finance |
| U.S. Intelligence Community (via consulting) | Management consultant | Prior role | Intelligence-focused consulting experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| BlueHalo | Chairman of the Board | Current (private) | Arlington portfolio company; AVAV acquired BlueHalo on May 1, 2025 |
| Systems Planning and Analysis | Chairman of the Board | Current (private) | Arlington portfolio company |
| Eqlipse Technologies; Centauri; Cambridge Major Labs; Micron Technologies; Novetta Solutions; Polaris Alpha; Quantum Spatial | Director/Chair (various) | Prior (private) | Former portfolio company directorships |
| Other public company boards | — | 0 | No other public boards |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent under Nasdaq and SEC rules; Wodlinger is listed as an independent director |
| Committees | None as of the 2025 proxy (not assigned to Audit, Compensation, Nominating & Corporate Governance, Cybersecurity, or Executive) |
| Years of service | Director since 2025 |
| Lead Independent Director | Edward R. Muller |
| Executive sessions | Regularly scheduled executive sessions of independent directors at least twice per year |
| Attendance | The board met 11 times in FY2025; each director (serving during FY2025) attended at least 75% of board/committee meetings. Wodlinger joined May 1, 2025 and did not serve during FY2025, so no FY2025 attendance data for him |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board annual cash retainer | $60,000 | Paid quarterly; prorated for partial service |
| Lead Independent Director retainer | $20,000 | Applies to LID only |
| Committee chair retainers | Audit $20,000; Compensation $15,000; NCG $10,000; Cybersecurity $15,000 | No fees for Executive Committee |
| Committee member retainers (non-chair) | Audit $10,000; Compensation $7,000; NCG $5,000; Cybersecurity $7,000 | — |
| Consultant and benchmarking | Pay Governance LLC advises the Compensation Committee on director pay; FY2025 equity increased to align with peers | |
| FY2025 actuals (context) | Non-employee directors received cash retainers per policy; Wodlinger did not serve during FY2025 and is not in the FY2025 comp table |
Performance Compensation
| Instrument | Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant (FY2025 policy) | $160,000 | Time-based; vest in 3 equal annual installments (FY2025 grants vested July 11, 2025/2026/2027) | Granted in June 2024 to directors then serving |
| New director RSU grant (FY2025 policy) | $170,000 | Time-based; typical 3-year vest | Eligibility for directors appointed during FY2025; Wodlinger appointed 5/1/2025 (after FY2025 year-end) |
| Change-in-control | Director RSUs and options vest on change in control | Applies to non-employee director equity awards |
Note: Director equity is time-vested; there are no disclosed performance metrics for director compensation. Anti-hedging and anti-pledging policies apply to directors, and trades must be pre-cleared .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company directorships | 0 (none) |
| Sponsor designation rights | Under a Shareholders Agreement (Nov 18, 2024), Arlington Capital Partners V and VI (“Sponsor Members”) can designate two board nominees while owning ≥20% of AVAV; Wodlinger and Albers are the Sponsor Director Nominees (joined at BlueHalo close on May 1, 2025) |
| Significant shareholder | Entities affiliated with Arlington Capital Partners own 12,035,890 shares (24.10% of outstanding) as of Aug 7, 2025 |
| Wodlinger’s Arlington role | He is a Managing Partner at Arlington and a managing member of Arlington Management VI, which makes voting/investment decisions for ACP VI, acting collectively |
| Related-party transactions | Audit Committee reviews/approves related-party transactions. The proxy states there were no reportable related party transactions since May 1, 2024 above $120,000 |
RED FLAG: Sponsor designation rights and a 24.1% block held by Arlington create potential influence and perceived conflicts, even though the board deems Wodlinger independent under Nasdaq rules .
Expertise & Qualifications
- Defense/National Security investor; extensive private equity and M&A experience; relevant to AVAV’s defense technology portfolio .
- Governance experience through chair/director roles at multiple private companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Wodlinger | — | <1% | “—” reported; not a 5% holder |
| Entities affiliated with Arlington Capital Partners | 12,035,890 | 24.10% | ACP V (6,728,262) and ACP VI (5,307,628); managing members named; Wodlinger is among managers for Arlington Management VI |
| Director ownership policy | 5x annual cash retainer within 5 years for non-employee directors | Company measures compliance at fiscal year-end; holding requirement of 50% of net after-tax vested shares until guideline met | |
| Anti-hedging/anti-pledging | Hedging and pledging of company stock are prohibited for directors; trades must be pre-cleared | — |
Governance Assessment
-
Strengths
- Classified as independent; deep National Security/defense investment experience aligned with AVAV strategy .
- Robust board governance infrastructure (independent committees; LID; executive sessions; clawback policy for executives; anti-hedging/pledging; ownership guidelines) .
- Audit Committee oversight and explicit related-party review process; no reportable related-party transactions since May 1, 2024 .
-
Watch items / potential risks
- Sponsor designation rights and Arlington’s 24.1% ownership concentrate influence; Wodlinger’s leadership role at Arlington links him to the significant shareholder. This can constrain perceived independence despite formal Nasdaq independence .
- Personal “—” share ownership as of Aug 7, 2025 suggests limited direct “skin in the game” at appointment; rely on director ownership guidelines to drive alignment over time .
- Committee assignments: none yet; limits direct committee-level oversight signal until responsibilities are assigned .
-
Context
- Board meetings/attendance are strong for FY2025, but Wodlinger joined at FY2026 start; future attendance should be monitored once FY2026 proxy is available .
Related Disclosures and Policies
- Director compensation framework and RSU vesting schedules are clearly disclosed; equity vests time-based over three years; director equity accelerates upon change in control .
- Anti-hedging/anti-pledging and stock ownership/retention guidelines apply to directors .
- Lead Independent Director and independent committee leadership provide checks on management and sponsor influence .
Summary Signals for Investors
- Positive: Relevant sector expertise; formal independence; strong governance scaffolding and oversight processes; no disclosed related-party transactions post-BlueHalo close .
- Caution: Sponsor nomination rights and Arlington’s large stake, coupled with Wodlinger’s Arlington role, merit monitoring for conflicts (e.g., future capital allocation, M&A, or strategic decisions). Track future Form 4 filings for personal ownership build and FY2026/2027 committee assignments for engagement depth .