Kimberly Alexy
WESTERN DIGITALAbout Kimberly E. Alexy
Kimberly E. Alexy (age 55) is an independent director of Western Digital, serving since November 2018. She brings 25+ years of capital markets and corporate finance experience, holds the CFA designation, and has a CERT Certificate in Cybersecurity Oversight for corporate directors (Carnegie Mellon SEI). The Board designates her an “audit committee financial expert,” and she currently chairs the Audit Committee and serves on the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexy Capital Management | Founder & Principal | 2005–present | Private investment fund leadership; finance expertise leveraged for WDC audit oversight . |
| Prudential Securities | SVP & Managing Director | 1998–2003 | Capital markets leadership; informs risk and financial reporting oversight . |
| Lehman Brothers | VP, Equity Research | 1995–1998 | Transaction and research experience; supports audit and ERM leadership . |
External Roles
| Company | Role | Status/Timing | Notes |
|---|---|---|---|
| Sandisk Corporation | Director | Current (post-separation) | WDC notes board changes “at the time of the Separation”; Alexy listed as current director of Sandisk Corporation . |
| Netskope, Inc. | Director | Current | Listed as current “Other Public Boards” in WDC 2025 proxy . |
| Five9, Inc. | Director | Past five years | Listed among prior public boards . |
| Mandiant, Inc. | Director | Past five years | Listed among prior public boards . |
| Alteryx, Inc. | Director | Past five years | Listed among prior public boards . |
| CalAmp Corporation | Director | Past five years (per 2023 proxy) | Listed among prior public boards in 2023 proxy . |
Board Governance
- Current WDC committee assignments: Audit Committee Chair; Executive Committee member .
- Independence: Board determined Alexy is independent under Nasdaq standards; no relationships compromising independent judgment .
- Attendance and engagement: Board met 12 times in FY2025; each director met or exceeded the 75% attendance threshold; aggregate averages were Board 99%, Audit 100%, Compensation & Talent 100%, Governance 100% .
- Committee activity: Audit Committee met 11 times in FY2025; as Chair, Alexy oversaw audit scope, internal controls, ERM (including cybersecurity), ethics/compliance, and disclosure controls; all Audit members designated “financial experts” .
- Executive sessions: Independent directors meet in executive session with each regularly scheduled Board meeting, with committee chairs also leading committee executive sessions .
- Overboarding policy: Directors limited to ≤5 public company boards; all incumbents in compliance .
Fixed Compensation
| Year (Fiscal) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 125,000 | 239,971 | 364,971 |
| 2024 | 125,000 | 239,954 | 364,954 |
| 2025 | 125,000 | 239,975 | 364,975 |
Director fee schedule (FY2025):
- Annual retainer: $85,000; Audit Committee member: $15,000; Audit Committee Chair: additional $25,000 (chairs receive both chair and member retainers). No per-meeting fees. Fees are paid annually post-annual meeting and prorated for in-year changes .
- Equity: Annual RSU grant valued at $240,000 (Chair of Board: $290,000; Lead Independent Director: $280,000), vesting 100% on the earlier of first anniversary or immediately prior to the next annual meeting; directors may defer up to 80% of cash and may defer RSUs under the Deferred Compensation Plan .
Performance Compensation
| Element | Metrics | Notes |
|---|---|---|
| Director equity awards | None (time-based vesting only) | Non-employee director RSUs vest 100% on the earlier of the first anniversary of the grant or immediately prior to the next annual meeting; no performance metrics disclosed . |
Other Directorships & Interlocks
| Company | Relationship to WDC | Interlock/Conflict Considerations |
|---|---|---|
| Sandisk Corporation | Former WDC business separated in Feb 2025; WDC noted director movements to Sandisk at the time of the Separation | Alexy serves on Sandisk’s board; WDC reports no related person transactions since the beginning of FY2025; monitor any transitional/commercial arrangements post-separation for conflicts . |
| Netskope, Inc. | External company (cybersecurity) | No WDC related person transactions reported for FY2025; independence affirmed . |
Expertise & Qualifications
- Audit/finance: CFA; designated “audit committee financial expert”; 25+ years in finance and capital markets .
- Cybersecurity: CERT Certificate in Cybersecurity Oversight for corporate directors (Carnegie Mellon SEI) .
- Risk oversight: Leads ERM oversight as Audit Chair, including financial reporting, internal controls, legal/regulatory, and cybersecurity risk .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | Percent of Class | Unvested RSUs | Deferred Stock Units | Notes |
|---|---|---|---|---|---|
| Sep 7, 2023 | 19,568 | <1% | 6,589 (Jun 30, 2023) | — (not listed) | No stock options held . |
| Sep 5, 2024 | 20,509 | <1% | 5,213 (Jun 28, 2024) | — | No stock options held . |
| Jun 27, 2025 | — | — | 3,765 | — | — |
Director ownership guideline and compliance:
- Directors generally may not sell shares unless they hold “qualifying shares” ≥$375,000 (includes common stock, RSUs, deferred units, plus certain beneficially owned shares). All current non-employee directors comply .
Governance Assessment
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Strengths
- Independent, financially sophisticated director with deep audit and capital markets expertise; designated audit financial expert .
- High engagement evidenced by chairing an active Audit Committee (11 meetings FY2025) with explicit ERM and cybersecurity oversight, and participation on the Executive Committee .
- Clear, simple pay mix aligned with shareholders: fixed cash plus time-based RSUs; no meeting fees or option awards; program at peer-median and unchanged into FY2026 .
- Ownership alignment via $375k director ownership guideline; compliance confirmed; no options or pledging disclosed .
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Potential Risks / Monitoring Items
- Interlock risk: concurrent service on Sandisk Corporation’s board following WDC’s Separation. WDC discloses no related person transactions since the beginning of FY2025, but investors should monitor any transitional or commercial agreements between WDC and Sandisk that could create conflicts .
- Time commitments: multiple board roles; however, WDC’s overboarding limit is ≤5 and all incumbents (including Alexy) are compliant .
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RED FLAGS
- None disclosed related to related-party transactions, option repricing, hedging/pledging, or low attendance. WDC states no related person transactions since the beginning of FY2025; attendance metrics are strong at the Board and committee level .
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Additional Notes
- Compensation oversight: WDC’s Compensation and Talent Committee (independent directors) administers the clawback policy and ownership guidelines for executives; relevant to overall governance rigor though not specific to director pay .
- Executive sessions: frequent independent-only sessions enhance Board independence and oversight .