Alexi Wellman
About Alexi Wellman
Alexi Wellman, 55, has served as an independent director of ESS Tech, Inc. since October 2021 and is the Audit Committee Chair and audit committee financial expert. She is CEO of Altaba Inc. (since January 2022), previously CFO (2017–2021) and held senior finance roles at Yahoo Inc.; earlier, she was a Partner at KPMG LLP. She holds a B.S. in Accounting & Business Management from the University of Nebraska .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altaba Inc. | Chief Executive Officer | Jan 2022–present | Leads closed-end investment company (f/k/a Yahoo) |
| Altaba Inc. | Chief Financial and Accounting Officer | Jun 2017–Dec 2021 | Oversaw accounting/finance |
| Yahoo Inc. | Vice President, Global Controller | Oct 2015–Jun 2017 | Corporate controller responsibilities |
| Yahoo Inc. | Vice President, Finance | Nov 2013–Oct 2015 | Finance leadership |
| KPMG LLP | Partner | Oct 2004–Dec 2011 | Audit/tax/advisory experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Werner Enterprises Inc. (Nasdaq: WERN) | Director | Since May 2021 | Audit Chair; Compensation Committee member |
| Evercommerce Inc. (Nasdaq: EVCM) | Director | Sep 2024–Apr 2025 | Board service |
| Endurance International Group (Nasdaq: EIGI) | Director | 2018–2021 | Board service |
| Bilander Acquisition Corp (Nasdaq: TWCB) | Director | 2020–2022 | Board service |
| TWC Tech Holdings II Corp. (Nasdaq: TWCT) | Director | 2020–2021 | Board service |
| Nebula Caravel Acquisition Corp. (Nasdaq: NEBC) | Director | 2020–2021 | Board service |
| Yahoo Japan (TSE: 4689) | Director | 2016–2018 | Board service |
Board Governance
- Independence: The board determined all seven directors, including Wellman, are independent under NYSE listing standards .
- Committee assignments: Audit Committee Chair (members: Wellman, Hossfeld, Niggli); Wellman designated audit committee financial expert .
- Committee activity: Audit Committee held 5 meetings in 2024; Compensation Committee held 3; Nominating & Corporate Governance held 4 .
- Attendance: Board held 17 meetings in 2024; each director attended ≥75% of combined board/committee meetings except Raffi Garabedian (65%) .
- Leadership: Roles of Chair and CEO are separated; Chair (Harry Quarls) also serves as lead independent director .
- Executive sessions: Non-employee directors meet in executive sessions without management per NYSE rules .
- Insider trading policy: Prohibits short sales, derivatives, hedging, and pledging or margin accounts for directors and employees .
Fixed Compensation
- Director Compensation Policy:
- Annual cash retainer $50,000; Audit Chair $20,000; Audit Committee member $10,000; Comp Chair $15,000; Comp member $7,500; Nominating Chair $10,000; Nominating member $5,000; Chair/Lead Independent Director $25,000 .
- In 2025, directors agreed to forego cash compensation under the policy .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 70,000 | 158,237 | — | 228,237 |
- Mix and alignment: For 2024, Wellman’s compensation was ~31% cash ($70k) and ~69% equity ($158k) based on grant-date fair value .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Annual Director RSUs | Time-based vesting; annual grant of 13,513 RSUs at each annual meeting; vests in one year (or prior to next annual meeting) | No performance conditions (no TSR/EBITDA/revenue targets disclosed) |
| Initial Director RSUs (onboarding) | Grant valued at $200,000; vests in three equal annual tranches | No performance conditions disclosed |
No director-specific bonus metrics, options with performance vesting, or ESG-linked director compensation are disclosed for Wellman .
Other Directorships & Interlocks
- Network ties: External roles at Werner Enterprises; prior SPAC and public boards; no disclosed interlocks with ESS’ major related parties (SB Energy/Honeywell) .
- Board nomination rights: SB Energy and Breakthrough Energy Ventures retain designee rights while ownership ≥5% (Hossfeld is SBE designee) .
Expertise & Qualifications
- Audit Committee Financial Expert designation under Item 407(d) of Regulation S-K .
- Deep accounting, audit, and corporate finance background (KPMG Partner; CFO; Global Controller) .
- Public company board experience across technology, logistics, and SPACs .
- Education: B.S. in Accounting & Business Management, University of Nebraska .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Aug 31, 2025) | 11,860 shares |
| Shares outstanding (Aug 31, 2025) | 14,551,643 |
| Ownership as % of outstanding | ~0.08% (11,860 / 14,551,643) |
| Outstanding RSUs (Dec 31, 2024) | 13,513 shares |
| Options | None outstanding for Wellman |
| Hedging/Pledging | Prohibited by Policy |
The proxy does not disclose director stock ownership guidelines or compliance status for directors .
Governance Assessment
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Strengths:
- Independence and audit chair leadership; designated audit financial expert enhances oversight of financial reporting, internal controls, cybersecurity, and related-party reviews .
- Active committee cadence (Audit: 5 meetings) amid remediation of prior company-level material weaknesses (2019/2020, 2021, 2022 weaknesses; 2023 remediation) indicating continued focus on controls .
- Alignment via equity-heavy director pay; 2025 decision to forego cash compensation increases at-risk/equity exposure for directors .
-
Watch items / potential conflicts:
- Company engaged in multiple related-party transactions (SB Energy and Honeywell), including a $10.5M sale-leaseback with Honeywell affiliate UOP and multi-year warrants; audit committee oversight is critical to ensure fairness and independence .
- July 2025 bridge financing: unsecured promissory notes to “certain directors and members of management” with 15% exit fee and warrants at $3.48 (exercise window dependent on shareholder approval); individual participants not named—ongoing oversight of disclosure and fairness recommended .
- Strategic financing (Standby Equity Purchase Agreement with YA II PN, LTD) and warrant approvals present dilution risks; board risk oversight and transparent shareholder communications important .
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Attendance & engagement:
- Board met 17 times in 2024; Wellman met the ≥75% attendance threshold (only Garabedian below) .
- Executive sessions conducted per NYSE governance best practices .
-
Insider trading controls:
- No delinquent Section 16 filings noted for Wellman in 2024; policy bans hedging/pledging and derivatives .
Overall: Wellman’s audit leadership, independent status, and equity-oriented pay are positive signals for investor confidence. Continued vigilance on complex related-party activity (Honeywell, SB Energy) and bridge financings involving directors is appropriate to mitigate perceived conflicts .