The Other Side of State Security

After serving as a lawyer for the Department of Defense, Whit Cobb has transferred his expertise to PAE and is helping to expand and train its team for more growth in the national security sector

Whitt Cobb, PAE

The array of issues within what is broadly referred to as “matters of national security” typically involves myriad stakeholders, each with valid but potentially differing perspectives and objectives. Whit Cobb not only understands this but also knows how to build a team that can keep all those stakeholders happy.

Cobb’s professional experience in the national security sector originated from inside the government. Prior to moving to the private sector, he served for several years as a deputy general counsel for the Department of Defense (DOD). Cobb is now senior vice president and general counsel at PAE, a privately held government services firm with a workforce of more than twenty thousand who operate in more than sixty countries to support complex, critical missions for customers such as the DOD, the State Department, the Department of Homeland Security, NASA, international agencies, and various groups within the national intelligence and law enforcement communities. At PAE, Cobb leverages his many years of legal expertise in the national security sector while taking advantage of leadership opportunities that are harder to come by in public service.

Cobb’s interest in national security is something of a family trait. A self-described army brat, he lived in West Germany while his stepfather was stationed there during the Cold War. After attending Duke University on an army ROTC scholarship and then Yale Law School, he served for four years on active duty in the Pentagon.

“It was a fairly natural progression from there to focus on government contract law, because I saw that as a way to continue to contribute to national defense even after I’d left government service,” Cobb recalls.

The private side does have its differences from his days in the Pentagon, though. “The blessing—and curse—of working for the US government is that it has enormous resources to address national security issues,” he says. “The government often and understandably places a premium on getting to the optimal solution. This prioritization enables fantastic achievements, but it can also delay the resolution of issues.”

In his time with DOD, Cobb often collaborated with stakeholders from the White House, Congress, foreign governments, and other national agencies, and he says it could take a considerable amount of time to bring all parties into agreement on a particular issue. At PAE, there are fewer stakeholders to satisfy, but there are also fewer resources and more time constraints.

“Decisions are made more quickly—even if it means compromises have to be made sometimes,” he says. “I try to inform the decisions that I make on behalf of PAE in light of what I perceive to be the national security of the United States, but I realize I’m not in the government, so I can’t make all those decisions myself. Frequently, the customer personnel in the government that PAE directly supports in its contract work are different from the customer personnel who are making the ultimate decisions to select PAE to provide a particular service. So, to perform successfully, we have to satisfy those who are making the procurement decisions as well as the end users.”

That in itself can create tension, but the tension is compounded by the fact that PAE is continually increasing its number of stakeholders through mergers and acquisitions. Since Cobb joined the company in 2012, it’s more than doubled in size—predominantly, he says, through M&A. Because the company is in a highly regulated industry, Cobb and his team are frequently tasked with handling technical post-closing indemnification matters such as tax disputes, ongoing litigation, and insurance recovery—all the while trying to land procurement deals and keep various clients’ interests secure. 

It’s a lot to juggle, but Cobb notes that the challenge has allowed not only an expansion of the legal team but a honing of its skill set. “We developed an in-house corporate M&A capability largely through on-the-job training of very capable attorneys we already have on staff,” he says, adding that the development of his team is one of the most pleasant surprises about his job. “In my previous positions, I had a limited ability to make hiring and development decisions. At PAE, I’ve been able to shape the legal team significantly, and I should note that our legal department includes not only attorneys but also our chief ethics and compliance officer—as well as about sixty contracts, security, and export-control personnel. I’ve worked pretty hard getting the right people on the team and working with them to help them reach the next level.”

He and his team are also grateful for the unique contributions of key outside counsel. “We are fortunate to have a great team of outside counsel that we draw on for their expertise in areas like M&A, government contracts, employment law, and civil litigation,” he says. “With just five other in-house counsel, it would be impossible for us to handle our worldwide workload without them.”

The evolving skill set of Cobb’s legal team puts it in a unique position to help drive business—an opportunity that Cobb embraces. “Right now, we’re undertaking an initiative to better integrate our contracts professionals into the business-development process so that they’re really part of the business-development team from the beginning,” he says. “It helps them identify requirements, risks, and—maybe most importantly—award-winning solutions. I’m not the kind of attorney who sits back and waits for something to come and then opines on it. We’re out there in the mix of the business, trying to push things forward.”

After all, a company’s employees are its stakeholders, too, and as Cobb has proven time and again throughout his career, he can find the right solution for stakeholders. “It’s also great to overcome challenges together,” he says. “As I like to say, we don’t have problems, we just have opportunities to excel. At PAE, we’re able to make decisions and implement them on a very short timetable. It’s gratifying to be able to see concrete results of your efforts in a short period of time, and that’s all really due to teamwork.”


Morrison & Foerster:

“Whit is incisive, unflappable, and always thinking at least two steps ahead.  He brings a unique perspective to any situation.  He’s a credit to PAE and to the profession.  We’re privileged to be on his team.”

—Alex Ward, Partner