Philip Davidson
AeroVironmentAbout Philip S. Davidson
Retired four-star U.S. Navy Admiral; independent director since 2023; age 65 (2025). Served as Commander, U.S. Indo-Pacific Command (2018–2021), previously commanded U.S. Fleet Forces and U.S. 6th Fleet; founded Davidson Strategies LLC. Education: B.S. in Physics, U.S. Naval Academy (1982); M.A. in National Security & Strategic Studies, U.S. Naval War College (1992). Current public boards: Par Pacific Holdings (NYSE: PARR) and Norfolk Southern (NYSE: NSC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Navy | Commander, U.S. Indo-Pacific Command (INDOPACOM) | 2018–2021 | Strategic theater command of Indo-Pacific |
| United States Navy | Commander, U.S. Fleet Forces Command/Naval Forces U.S. Northern Command | Not disclosed | Fleet readiness and operations oversight |
| United States Navy / NATO | Commander, U.S. 6th Fleet; Commander, Naval Striking and Support Forces NATO; Deputy Commander, U.S. Naval Forces Europe/Africa | Not disclosed | NATO maritime operations leadership |
| Davidson Strategies LLC | Founder/Principal | Post-2021 (retired May 2021) | Management, technical and strategic advisory firm |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Par Pacific Holdings (NYSE: PARR) | Director | Current | Public company board experience |
| Norfolk Southern (NYSE: NSC) | Director | Current | Public company board experience |
| Center for Strategic and Budgetary Assessments (CSBA) | Board Member | Current | Non-partisan policy research institute |
| Sasakawa Peace Foundation USA | Military Advisory Group | Current | Advisory role |
| United States Institute of Peace | Military Advisory Group | Current | Advisory role |
Board Governance
- Independence: The board determined all non-management directors are independent; Davidson is listed as an independent director .
- Committee assignments: Audit Committee member; Cybersecurity Committee member .
- Chair roles: None; Lead Independent Director is Edward R. Muller .
- Attendance: Board held 11 meetings in FY2025; each director attended at least 75% of board and applicable committee meetings (no individual percentages disclosed) .
- Executive sessions: Independent directors hold executive sessions at least twice per year .
Fixed Compensation
| Fiscal Year | Annual Retainer ($) | Lead/Chair Retainers ($) | Committee Member Fees ($) | Total Cash Fees ($) |
|---|---|---|---|---|
| FY2025 | 60,000 | — | 17,000 | 77,000 |
| FY2024 | 51,359 (partial year after June 2023 appointment) | — | 5,000 | 56,359 |
- Cash retainer schedule in FY2025: Board $60,000; Audit Chair $20,000/Audit Member $10,000; Compensation Chair $15,000/Member $7,000; Nominating Chair $10,000/Member $5,000; Cybersecurity Chair $15,000/Member $7,000; no Executive Committee fees .
Performance Compensation
| Fiscal Year | Stock Awards (Grant-Date Fair Value, $) | Unvested Restricted Stock Count (as of Apr 30) | Vesting Schedule |
|---|---|---|---|
| FY2025 | 159,860 | 2,108 shares | Annual director awards vest in three equal installments on Jul 11, 2025/2026/2027; shares determined by grant-date close price |
| FY2024 | 169,989 (new director award) | 1,662 shares | New director award granted in June 2023 vests in equal installments on Jul 11, 2024/2025/2026 |
- Director equity is time-based restricted stock; no performance conditions for director grants (change-in-control accelerates vesting) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock with AVAV |
|---|---|---|
| Par Pacific Holdings (NYSE: PARR) | Director | None disclosed in related party transactions |
| Norfolk Southern (NYSE: NSC) | Director | None disclosed in related party transactions |
- Related-party transactions: None >$120,000 involving directors/officers/families since May 1, 2024 (and none since May 1, 2023 in prior proxy) .
- Director service limits: Policy caps at four other public boards; Davidson’s two public boards are within policy .
Expertise & Qualifications
- Defense/military leadership: 39-year U.S. Navy career culminating as INDOPACOM Commander; extensive insights into global military customers .
- Global/international experience: Deep international operational and advisory experience relevant to AV’s expanding global business .
- Public company governance: Current director roles at PARR and NSC provide corporate governance expertise .
- Technical education: Physics degree (USNA) and national security graduate studies support oversight in defense technology contexts .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Outstanding | Ownership Guideline Multiple | Requirement | Notes |
|---|---|---|---|---|---|
| Aug 7, 2025 | 3,181 shares | <1% | 6.5x annual retainer | 5x within 5 years | Meets guideline as of FY2025 |
| Aug 7, 2024 | 2,572 shares | <1% | 4.4x annual retainer | 5x within 5 years | Had until June 2028 to achieve; progress increased by FY2025 |
- Post-vesting retention: Must hold 50% of net after-tax shares until guideline met .
- Anti-hedging/anti-pledging: Prohibits hedging, short sales, and pledging/margin accounts for directors .
- Section 16 compliance: Company reports directors/officers complied in FY2025/FY2024 .
Governance Assessment
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Strengths:
- Independent director with Audit and Cybersecurity oversight; board reports robust risk and cyber governance (Audit Committee met 7x; Cybersecurity 9x in FY2025) .
- Alignment: Meets stock ownership guideline (6.5x retainer) and adheres to retention and anti-hedging/pledging policies; equity mix promotes long-term orientation .
- Experience: High-relevance defense and global leadership plus public company board service; enhances board effectiveness in AV’s core markets .
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Potential monitoring points:
- External commitments: Two public boards and multiple advisory roles; within AV’s policy limit but warrants routine time-commitment review during self-evaluations .
- No disclosed conflicts/related-party transactions; maintain ongoing oversight through Audit Committee review process .
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Compensation mix and engagement:
- Balanced cash ($77k FY2025) and equity ($159.9k FY2025 grant) consistent with peer-informed structure; no meeting fees; equity vests over 3 years .
- Attendance threshold met; board held executive sessions and maintained majority independent structure .
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RED FLAGS: None disclosed for hedging/pledging, related-party transactions, or low attendance .