Alexi Wellman
WERNER ENTERPRISESAbout Alexi A. Wellman
Alexi A. Wellman (age 54) has served on the Werner Enterprises board since May 2021 (Class III; term ends 2027). She is CEO of Altaba, Inc. (since Jan 2022), previously CFO/Chief Accounting Officer of Altaba (2017–2021), and a former KPMG audit partner and CPA with 18 years at the firm; she also held senior finance roles at Yahoo! and Nebraska Book Company, bringing deep financial management, accounting process, and corporate governance expertise to Werner’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altaba, Inc. | Chief Executive Officer | Jan 2022–present | Leadership of closed-end investment firm; governance experience |
| Altaba, Inc. | Chief Financial & Accounting Officer | 2017–2021 | Led finance, accounting, controls |
| Yahoo! Inc. | VP Finance; VP Global Controller | 2013–2017 | Oversight of global accounting processes |
| Nebraska Book Company | Chief Financial Officer | 2011–2013 | Corporate finance leadership |
| KPMG LLP | Audit Partner; CPA | 18 years (incl. 7 as partner) | Former audit engagement partner for Werner’s 2010 annual audit |
External Roles
| Organization | Role | Status |
|---|---|---|
| EverCommerce Inc. | Director | Public company board service |
| ESS Inc. | Director | Public company board service |
| Endurance International Group Holdings; Yahoo! Japan | Director (prior) | Prior public boards |
| Bilander Acquisition Corp.; TWC Tech Holdings II Corp.; Nebula Caravel Holdings, LLC | Director (SPACs, prior) | SPAC board experience |
| MatMaCorp; V2verify | Director (early-stage, prior) | Tech company board experience |
| Univ. of Cambridge Judge Business School | Senior Advisor, Master of Accounting Program | Academic advisory role |
| Greater Omaha Chamber of Commerce | Board member (prior) | Community leadership |
Board Governance
- Independence: The board determined all directors except the CEO (Derek Leathers) are independent under SEC/Nasdaq rules; all committee members meet applicable independence standards .
- Committee assignments: Wellman is Audit Committee Chair and serves on the Compensation Committee; she is designated an “audit committee financial expert” (with Duren) and has financial sophistication under Nasdaq rules .
- Lead Independent Director: Scott C. Arves; four executive sessions of independent directors were held in 2024 .
- Attendance: Each incumbent director attended ≥75% of board/committee meetings and all directors attended the May 2024 annual meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 5 |
| ESG | — | 3 (committee total) |
| Governance | — | 5 (committee total) |
| Board | Director | 6; 4 executive sessions |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $75,000 (2024) | Paid quarterly |
| Audit Committee Chair Retainer | $15,000 (2024) | Paid quarterly |
| Total Cash Received (2024) | $90,000 | Wellman’s cash fees |
| Equity – Annual Restricted Stock Grant | $100,000 grant-date fair value | 2,739 shares granted May 14, 2024 at $36.51 per share; no dividends or voting rights prior to vest |
| Vesting Schedule (RS) | 34%/33%/33% | Annual tranches; fully vested by May 14, 2027 |
| Meeting Fees/Options/Non-Equity Incentives | None | No meeting fees, stock options, or non-equity incentive awards for independent directors |
Performance Compensation (Director)
- Performance-linked pay: None. Independent directors receive time-based restricted stock only; there are no performance stock awards or cash performance incentives tied to metrics for directors .
| Performance Metric | Weight | Threshold/Target/Max | Result |
|---|---|---|---|
| None for directors | — | — | — |
Other Directorships & Interlocks
- Current: EverCommerce Inc. (SaaS), ESS Inc. (energy storage) – no disclosed conflicts with Werner’s trucking/logistics operations .
- Prior: Multiple public boards and SPACs; broad governance network .
- Auditor interlock consideration: Wellman previously served as KPMG audit partner and was Werner’s audit engagement partner for FY2010; KPMG is Werner’s current independent auditor. The board maintains Audit Committee independence, designates Wellman as financial expert, and uses executive/auditor executive sessions to manage oversight and independence .
- Signal: Familiarity may aid oversight; independence determinations mitigate perceived conflict risk .
Expertise & Qualifications
- CPA and former Big Four audit partner; financial sophistication and audit committee financial expert designation .
- Senior finance leadership (Altaba CFO/CAO; Yahoo Global Controller) and CEO experience (Altaba) .
- Corporate governance and risk oversight depth; technology exposure via EverCommerce/ESS and prior Yahoo roles .
Equity Ownership
| Holder | Shares Owned | Unvested RS (12/31/24) | % Outstanding | Notes |
|---|---|---|---|---|
| Alexi A. Wellman | 5,555 | 5,036 | <1% | Beneficial ownership as of 3/4/2025; no options outstanding |
- Director ownership guidelines: 5.0x annual cash retainer (i.e., 5 × $75,000) market value; directors have five years from March 2022 or election date to comply. Wellman is within the five-year window and not yet required to meet the guideline; restricted shares must be retained until in compliance .
- Hedging/pledging: Prohibited for directors under the Insider Trading Policy .
- Section 16 compliance: Company reports timely filings in 2024; one exception noted was unrelated to Wellman .
Governance Assessment
- Positives:
- Audit Chair with “financial expert” status enhances financial reporting oversight; robust committee independence and executive/session structures support effective governance .
- Strong engagement and attendance; four executive sessions; all directors attended 2024 annual meeting .
- Director pay structure balanced with modest cash and time-based equity; no options or meeting fees; clear vesting and no dividends before vesting .
- Company-wide hedging/pledging prohibition and established clawback (executive-focused) strengthen investor alignment .
- 2024 say-on-pay support at 89% indicates shareholder comfort with compensation governance .
- Watch items / potential red flags:
- Prior KPMG audit partner engagement (FY2010) combined with current KPMG auditor appointment may raise perceived familiarity risk; mitigated by independence determinations and committee composition .
- Ownership guideline status: Not yet met (per policy timing) – monitor progress to 5x retainer target for full alignment optics .
- Multiple external board roles and CEO role at Altaba increase time commitments; no related-party transactions disclosed for Wellman, but monitor for interlocks or conflicts over time .
Overall, Wellman’s audit leadership, CPA background, and governance experience are positives for board effectiveness; independence assessments, anti-hedging/pledging, and structured director compensation further support investor confidence. Monitor ownership guideline compliance and any evolving auditor/interlock considerations.