Kimberly E. Alexy
About Kimberly E. Alexy
Independent director appointed to Sandisk’s board at Separation from Western Digital (effective February 21, 2025); not nominated for reelection and her term ends immediately prior to the 2025 Annual Meeting. Served on the Audit Committee and Executive Committee; the Board intends to appoint a new Audit Chair upon her departure, indicating she held the chair role in fiscal 2025. Designated by the Board as an “audit committee financial expert.” Beneficially owns 8,574 shares (held in a family trust). No education or age disclosed in SNDK’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Director (prior to Separation) | Prior to and at Separation (Feb 21, 2025) | Provided continuity on SNDK board; WDC RSUs converted to SNDK RSUs in Separation |
External Roles
No other current public company directorships for Ms. Alexy are disclosed in SNDK’s 2025 proxy.
Board Governance
- Committee memberships: Audit Committee (members: Kimberly E. Alexy, Richard B. Cassidy II, Devinder Kumar; 4 meetings in fiscal 2025), Executive Committee (members: David A. Goeckeler, Kimberly E. Alexy, Matthew E. Massengill, Ellyn J. Shook; 0 meetings in fiscal 2025).
- Audit Chair transition: The Board intends to appoint a third member and a new Chair of the Audit Committee after Ms. Alexy’s term ends, implying she served as Audit Committee Chair in fiscal 2025.
- Independence: Board affirmatively determined Ms. Alexy is independent under Nasdaq rules.
- Attendance: Board met three times in fiscal 2025 (post-Separation ~4 months); each director attended ≥75% of Board and committee meetings; average committee attendance 100% (Board, Audit, Compensation & Talent, Governance).
- Lead Independent Director: Role held by Matthew E. Massengill during fiscal 2025; Board will appoint a new Lead Independent Director following his departure.
- Anti-hedging/anti-pledging and clawback policies in place; director stock ownership guidelines enforced.
Fixed Compensation
| Component | Fiscal 2025 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 101,712 | Pro-rated due to mid-year appointment post-Separation |
| Annual Board Retainer | 85,000 | Standard schedule (lump sum; pro-rated for 2025) |
| Audit Committee Member Retainer | 15,000 | Standard schedule (pro-rated as applicable) |
| Committee Chair Retainer (Audit) | 25,000 | Chair receives additional retainer; Board intends to appoint new Chair after her term |
| Meeting Fees | — | No per-meeting fees; expenses reimbursed |
Non-employee directors may defer up to 80% of annual cash compensation under the Deferred Compensation Plan.
Performance Compensation
| Component | Grant Detail | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | 4,148 RSUs granted (pro-rated for fiscal 2025) | 100% vests on Nov 17, 2025 (immediately prior to first annual meeting after grant) | 208,686 |
- Director equity program: Standard annual RSU value $240,000 for non-employee directors (Lead Independent Director $280,000); 2025 awards pro-rated and calculated using average closing price over first five full trading sessions post-Separation.
- Deferral: Directors may defer RSUs beyond vesting under the Deferred Compensation Plan.
- Performance metrics tied to director compensation: None disclosed (director equity is time-based RSUs; no options/PSUs/TSR metrics for directors).
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|---|
| Western Digital Corporation | Director (prior to Separation) | WDC retained 5.1% stake in SNDK as of Sep 5, 2025 | Interlock via Separation; no related-party transactions disclosed in proxy; Audit Committee oversight of disclosure controls on sustainability topics. |
No additional public or private boards disclosed for Ms. Alexy in SNDK’s proxy.
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) designation by the Board for each Audit member, including Ms. Alexy.
- Audit scope: Oversight of independent accountants, pre-approval of audit/non-audit services, internal audit plan, controls, ERM including cybersecurity, ethics & compliance, and public disclosure controls for sustainability topics.
Equity Ownership
| Metric | Value | As-of/Notes |
|---|---|---|
| Beneficial Ownership (shares) | 8,574 (held in a family trust) | As of Sep 5, 2025; <1% of class |
| Percent of Class | <1% | Based on 146,404,554 shares outstanding |
| Unvested RSUs | 5,401 | As of Jun 27, 2025; includes converted WDC RSUs post-Separation |
| Deferred Stock Units | — | As of Jun 27, 2025 |
| Ownership Guidelines | Must hold ≥$375,000 in “qualifying shares”; all current non-employee directors comply | Options excluded from guideline calculation |
| Anti-Hedging/Pledging | Policies in place | No pledging by Ms. Alexy disclosed |
Governance Assessment
- Board effectiveness: Ms. Alexy provided transition continuity from WDC and chaired a key risk committee (Audit) during the spin-out; committee met 4 times despite a shortened fiscal period, and director attendance was robust (average 100%). This supports oversight quality during a structural transition.
- Independence and alignment: Affirmed independent; ownership held via family trust; RSU-based director pay with ownership guidelines and anti-hedging/pledging support investor alignment.
- Compensation mix: Predominantly equity ($208,686 RSUs vs. $101,712 cash in fiscal 2025), pro-rated due to mid-year appointment; no options, performance shares, or meeting fees—consistent with contemporary governance practices and minimizing pay-for-attendance optics.
- Signals and transitions: Not nominated for reelection at the inaugural annual meeting as part of planned refresh; Board will appoint a new Audit Chair and Lead Independent Director, maintaining independent oversight while consolidating CEO and Chair roles for operational efficiency post-Separation. This is a board-structure trade-off rather than a director-specific red flag.
- RED FLAGS: None specific to Ms. Alexy disclosed (no related-party transactions, no hedging/pledging, no tax gross-ups, no option repricing). Contextual structural risk remains with combined CEO/Chair (mitigated via a Lead Independent Director).
Overall: Ms. Alexy’s tenure emphasized audit rigor and transition continuity. Equity-heavy compensation and compliance with ownership guidelines align interests. Her planned departure is part of board refresh rather than a confidence concern, with succession processes in place for Audit Chair and Lead Independent Director.