Roxanne Oulman
WESTERN DIGITALAbout Roxanne Oulman
Roxanne Oulman, 54, is an independent director of Western Digital, appointed in February 2025 at the time of the flash separation. She is a seasoned former CFO (Medallia, CallidusCloud, Thoratec) and is qualified as an SEC “audit committee financial expert,” bringing deep finance, capital allocation, and working capital expertise to the board. Tenure at WDC: ~9 months as of the November 20, 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medallia, Inc. | Chief Financial Officer | 2018–June 2022 | Led high‑growth financial strategies and corporate transitions; qualifies as audit committee financial expert |
| CallidusCloud | Chief Financial Officer | 2016–2018 | Guided innovation and corporate transitions |
| Thoratec Corporation | Interim Chief Financial Officer | 2011–2013 | Capital discipline, cost structure, working capital focus |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Klaviyo, Inc. | Director | Current | Technology/marketing SaaS; no obvious WDC competitive overlap |
| CalAmp Corp. | Director | Past five years | Former public company board service |
Board Governance
- Committees: Audit Committee member; Compensation & Talent Committee member. Not a committee chair (Audit Chair: Kimberly E. Alexy; Compensation Chair: Tunç Doluca; Governance Chair: Stephanie A. Streeter).
- Independence: Board affirmatively determined Oulman is independent under Nasdaq rules; seven of eight nominees are independent.
- Attendance/Engagement: FY25 directors (standing for election) averaged 99% Board attendance; Audit/Compensation/Governance committees averaged 100% attendance. Each director attended ≥75% of their meetings.
- Compensation oversight: Member and signatory on Compensation & Talent Committee report, evidencing active engagement in pay design and alignment.
Fixed Compensation
| Fiscal Year | Component | Amount ($) | Detail |
|---|---|---|---|
| 2025 | Cash fees (total) | 83,836 | Pro‑rated annual retainer $63,343; pro‑rated committee retainers $20,493 upon appointment at Separation |
| Program Rates | Annual Board cash retainer | 85,000 | Standard non‑employee director retainer |
| Program Rates | Committee member retainers | 15,000 (Audit); 12,500 (Comp); 10,000 (Gov) | Additional chair retainers: 25,000 (Audit); 22,500 (Comp); 15,000 (Gov) |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| RSUs (prorated) | Feb 21, 2025 (appointment at Separation) | 4,068 | 191,237 | Director RSUs vest 100% at the earlier of one year from grant or immediately prior to the next annual meeting |
| Annual Director RSU program (reference) | Nov 20, 2024 | Standard award $240,000 (Chair $290,000; Lead Independent $280,000) | — | Annual grants post‑meeting; vesting as above |
Notes:
- Director equity is service‑based; no performance metrics apply to director RSUs.
- Deferred compensation is available; directors may defer up to 80% of cash and RSUs beyond vest.
Other Directorships & Interlocks
| External Role | Potential Interlock/Conflict | Assessment |
|---|---|---|
| Klaviyo, Inc. (current director) | Customer/supplier/competitor ties to WDC | None apparent; Governance Committee reviews outside directorships and conflicts annually. Overboarding policy limit: ≤5 public boards (directors). |
Expertise & Qualifications
- Financial leadership: Former CFO across SaaS and medical devices; capital allocation, cost structure, and working capital expertise; SEC “audit committee financial expert” qualified.
- Risk oversight: Experience with audit review, capital discipline, and cost optimization; contributes to Audit Committee’s oversight of ERM, internal controls, and cybersecurity.
- Governance: Active on Compensation & Talent Committee; no compensation committee interlocks; committee members independent.
Equity Ownership
| As of | Common Shares Beneficially Owned | Unvested RSUs | Deferred Stock Units | Ownership Guidelines Compliance |
|---|---|---|---|---|
| Sep 8, 2025 | 0 (— in proxy) | 4,075 | 0 | All current non‑employee directors comply with $375,000 “qualifying shares” guideline (includes RSUs and DSUs). |
Policies: Anti‑hedging and anti‑pledging apply to directors; insider trading policy enforced. No related person transactions since start of FY25.
Governance Assessment
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Board effectiveness: Independent, finance‑savvy director seated on two key oversight committees (Audit; Compensation). High aggregate attendance signals strong engagement across committees.
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Alignment: Director pay mix includes service‑based RSUs with robust ownership guidelines ($375k) and anti‑hedging/anti‑pledging restrictions—positive alignment and risk discipline.
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Pay oversight signals: Compensation & Talent Committee structure and practices emphasize pay‑for‑performance; FY24 say‑on‑pay approval ~92% suggests investor support for program oversight.
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Conflicts: No related‑party transactions; outside board role at Klaviyo is unlikely to pose a competitive or supplier/customer conflict and is reviewed under the board’s overboarding/conflict policy.
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RED FLAGS: None disclosed (no related‑party transactions; no hedging/pledging; attendance strong; independence affirmed).