Philip Davidson
About Philip Davidson
Philip Davidson (age 65) has served as an independent director of Par Pacific Holdings since 2021. A retired four‑star U.S. Navy Admiral, he commanded the United States Indo‑Pacific Command from 2018–2021 and is a physics graduate of the U.S. Naval Academy (1982) and a distinguished graduate of the U.S. Naval War College (1992) with an M.A. in National Security and Strategic Studies . The Board has affirmatively determined him to be independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Indo‑Pacific Command | Commander | 2018–2021 | Led the largest U.S. geographic combatant command; focus on cybersecurity emphasized for Par Pacific board work |
| U.S. Navy | Admiral (retired) | ~1982–May 2021 | 39 years of service; retired as four‑star admiral |
| Davidson Strategies LLC | Founder/Owner | Post‑2021 | Strategy advisory (private) |
| Center for Strategic and Budgetary Assessments | Board Member | Current | Policy research institute governance |
| Sasakawa Peace Foundation USA; U.S. Institute of Peace | Military advisory groups | Current | Advises on strategic matters |
External Roles
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| AeroVironment, Inc. | Director | Public | Current board service |
| Norfolk Southern Corp. | Director | Public | Current board service |
Board Governance
- Committees: Nominating & Corporate Governance (member) and Operations & Technology (member) .
- Committee chairs and 2024 meeting counts:
- Nominating & Corporate Governance: 2024 Chair Melvyn Klein; chair transitioned to Robert Silberman on Feb 21, 2025; 4 meetings in 2024 .
- Operations & Technology: Chair Timothy Clossey; 4 meetings in 2024 .
- Board activity: Board held 6 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Independence: Determined independent by the Board; no material relationships with the Company beyond director and stockholder status .
- Risk oversight: Audit oversees cybersecurity; Nominating & Corporate Governance oversees ESG/climate; Operations & Technology oversees operations and technology initiatives—Davidson serves on the latter two, aligning with his cybersecurity/operations focus .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly in cash |
| Equity retainer (restricted stock/RSUs) | $100,000 | Granted quarterly; one‑year vesting |
| Committee chair/member fees | $0 | Not an audit/comp/nom chair; audit members receive $7,500; various chairs receive $15,000—none applicable to Davidson |
| Deferred compensation eligibility | Eligible | Non‑Qualified Deferred Compensation Plan available to non‑employee directors |
Performance Compensation
| Element | Metrics | Vesting | Terms |
|---|---|---|---|
| Director equity (RS/RSUs) | None disclosed for directors (time‑based) | One‑year cliff vest from grant date | Non‑employee directors elected RS/RSUs; no performance metrics tied to director awards |
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| AeroVironment, Inc. | Public company | None disclosed | Listed in Davidson biography |
| Norfolk Southern Corp. | Public company | None disclosed | Listed in Davidson biography |
| CSBA; Sasakawa PF USA; USIP | Non‑profit/advisory | None disclosed | Listed in Davidson biography |
Related‑party transactions policy assigns Audit Committee to review/approve any such transactions; directors recuse if interested. No Davidson‑specific related‑party transactions disclosed .
Expertise & Qualifications
- Military leadership at the highest levels; cybersecurity emphasis in board service .
- Education: B.S. in Physics (U.S. Naval Academy), M.A. in National Security and Strategic Studies (Naval War College) .
Equity Ownership
| Item | Detail | Date/Context |
|---|---|---|
| Total beneficial ownership (shares) | 14,594 (denotes <1% of shares outstanding) | As of March 5, 2025 |
| Ownership % of outstanding | <1% (star denotation in proxy) | Based on 54,350,924 shares outstanding |
| RSUs outstanding | 5,924 RSUs | As of Dec 31, 2024 |
| RSUs included in beneficial ownership (contingent) | 7,421 share RSUs issuable if leaving Board within 60 days after Mar 5, 2025 | Beneficial ownership footnote |
| Pledging/Hedging | Company prohibits short‑sales, options/derivatives and hedging transactions for directors/officers | Insider Trading Policy |
Insider Trades
| Measure | 2024 Disclosure | Notes |
|---|---|---|
| Section 16(a) filing timeliness | No late Form 4 filings for Davidson listed; several executives/directors had late filings, but Davidson not among them | Proxy does not enumerate Davidson’s transaction history; only timeliness summary provided |
Governance Assessment
- Alignment: Mix of cash and time‑vested equity ($90k cash/$100k equity in 2024) supports ownership alignment; RS/RSUs vest after one year, and Davidson held RSUs outstanding and beneficially owned shares (<1%) .
- Independence and attendance: Board determined Davidson is independent; all directors met ≥75% attendance in 2024, supporting engagement .
- Committees and risk oversight: Service on Nominating & Corporate Governance and Operations & Technology embeds him in ESG/climate oversight and operational/technology risk monitoring; Audit Committee provides cybersecurity oversight at Board level .
- Policies and safeguards: Robust related‑party review (Audit Committee), hedging/derivative prohibitions, and a Dodd‑Frank/NYSE‑compliant clawback policy adopted Oct 24, 2023 enhance governance discipline .
- Shareholder signals: Prior say‑on‑pay support (~99% approval in May 2023) indicates strong investor alignment with compensation governance broadly .
RED FLAGS
- None disclosed regarding Davidson: no related‑party transactions, no hedging/derivative activity permitted, and no delinquent Section 16 filings for him in 2024 .