Keith Alexander

About Keith B. Alexander

General (Ret.) Keith B. Alexander, age 73, has served as an independent director of Amazon.com, Inc. since September 2020. He is Chair of Amazon’s Security Committee and brings deep cybersecurity, risk management, and public policy/geopolitical expertise from his prior roles as Commander of U.S. Cyber Command and Director of the National Security Agency (NSA) .

Past Roles

Organization	Role	Tenure	Committees/Impact
IronNet, Inc.	CEO, President; Director & Chair	CEO/President 2014–Jul 2023; Director & Chair 2014–Feb 2024	Founded and led cybersecurity technology company; company filed voluntary Chapter 11 in Oct 2023 (Board considered and maintained Alexander’s independence) .
U.S. Cyber Command	Commander	May 2010–Mar 2014	Led national cyber defense/operations; informs Amazon’s cyber risk oversight .
National Security Agency; Central Security Service	Director; Chief	Aug 2005–Mar 2014	Senior intelligence leadership; large-scale workforce management experience .

External Roles

Organization	Role	Tenure	Notes
CSRA, Inc.	Director	Nov 2015–Apr 2018	Prior public company directorship; no current public boards .
—	—	—	No current public company boards; “Other current public company boards: None” .

Board Governance

Committee assignments: Security Committee Chair; no other committee roles listed for Alexander .
Independence: Board determined Alexander is independent under Nasdaq rules (independence maintained after considering IronNet’s Oct 2023 bankruptcy filing) .
Attendance: In 2024, the Board held 5 meetings; all incumbent directors attended at least 75% of aggregate Board/committee meetings and all directors then serving attended the 2024 Annual Meeting .
Committee meeting cadence (2024): Audit 6; Leadership Development & Compensation 5; Nominating & Corporate Governance 4; Security 2 .
Lead Independent Director: Jamie S. Gorelick; presides over executive sessions of independent directors and engages with major shareholders .
Security Committee remit (Alexander chairs): Oversees policies/procedures for protecting Amazon’s security infrastructure, compliance with data protection/security regulations, receives reports from management (incl. Chief Security Officer), and oversees Board response to significant cybersecurity incidents .

Fixed Compensation

Component	Amount/Policy	Notes
Annual retainer (cash)	$0	Amazon directors do not receive cash compensation; reasonable expenses reimbursed .
Committee membership/Chair fees	$0	Director awards are not varied based on specific committee service .
Meeting fees	$0	No cash meeting fees disclosed; compensation consists solely of RSUs .

Performance Compensation

Element	Grant detail	Vesting	Design
RSUs (directors)	Alexander did not receive a new RSU grant in 2024; he held unvested RSUs (see Equity Ownership) .	Standard director grants vest in three equal annual installments (example schedules provided for 2024 grants to other directors) .	Program targets ~$355k annualized value via RSUs, granted periodically (often once every three years); RSU-only aligns pay to stock price; no performance metrics used; forfeiture if director leaves before vest .

Other Directorships & Interlocks

Company	Relationship	Potential Interlock/Transaction	Assessment
IronNet, Inc.	Former CEO/Chair/Director	IronNet filed voluntary bankruptcy Oct 2023	Board considered this in independence review; independence confirmed .
—	—	No related-party transactions disclosed involving Alexander	No exposure noted for Alexander in Related Person Transactions section .

Expertise & Qualifications

Cybersecurity and emerging technology oversight; risk management; public policy/geopolitics; global operations; human capital management (large workforce leadership) .
Board skill matrix: risk management and emerging technology & innovation are among key skills emphasized across Board composition; Alexander specifically provides cybersecurity/public policy perspectives .

Equity Ownership

Metric	Value
Beneficial ownership (Feb 24, 2025)	6,465 shares; less than 1% of class .
Unvested RSUs held (Dec 31, 2024)	5,210 RSUs unvested .
Hedging/Pledging policy	Amazon prohibits hedging/speculative/derivative transactions by directors; Insider Trading Guidelines govern securities transactions .
Director stock ownership guidelines	Company discloses robust director stock ownership guidelines (specific multiples not provided) .

Governance Assessment

Strengths: Independent status; Security Committee chair provides direct Board-level oversight of cybersecurity/data protection risks; strong alignment through RSU-only director pay; anti-hedging policy; robust director ownership guidelines; solid attendance and engagement record (≥75% meeting attendance; all directors attended 2024 Annual Meeting) .
Potential red flags/monitoring points: Prior leadership at IronNet followed by its Oct 2023 bankruptcy—Board reviewed and maintained independence (monitor for any reputational spillover or future conflicts) .
Compensation governance signal: No cash director pay; RSU-only with periodic grants and three-year vesting; awards designed at ~50th percentile peer group annual value; forfeiture upon departure—supports long-term alignment; no committee-based pay differentiation .
Board effectiveness context: Clear committee structure and frequent committee meetings (Security met 2x in 2024); lead independent director structure; active shareholder engagement by independent directors .