DEF 14A of Astera Labs, Inc.
Filed Apr 24, 2025 · FY20240001140361-25-015443
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eight members. There are three directors in the class whose term of office expires at the Annual Meeting. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
| • | the Class I directors are Jitendra Mohan, Stefan Dyckerhoff and Bethany Mayer, and their terms will expire at the Annual Meeting; |
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
| • | the Class II directors are Sanjay Gajendra, Craig Barratt and Michael Hurlston, and their terms will expire at the annual meeting of stockholders to be held in 2026; and |
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
| • | the Class III directors are Manuel Alba and Jack Lazar, and their terms will expire at the annual meeting of stockholders to be held in 2027. |
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only (i) for cause and (ii) only by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our remaining directors then in office. Our board of directors has nominated Jitendra Mohan, Stefan Dyckerhoff and Bethany Mayer for election as the Class I directors at the Annual Meeting. The nominees are presently directors. Ms. Mayer, who joined the board of directors in 2024, was recommended by a non-management director. She was nominated by the nominating and corporate governance committee after an extensive and careful evaluation was conducted by the Chair of the nominating and corporate governance committee. Each of the nominees has consented to being named as a nominee and, thus, indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. If elected, the Class I directors would serve for a three-year term ending at the annual meeting of stockholders to be held in 2028 or until his or her successor has been duly elected and qualified or until his or her earlier resignation, death or removal.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors The following table identifies our Class I directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2025.
Nominees for Election as Class I Directors
| Name | Positions and Offices Held with Astera Labs | Director Since | Age | | Jitendra Mohan | Co-Founder, Chief Executive Officer and Director | 2017 | 51 | | Stefan Dyckerhoff | Director | 2019 | 52 | | Bethany Mayer | Director | 2024 | 63 |
Nominees for Election as Class I Directors
Jitendra Mohan is a co-founder of Astera Labs, and has served as our Chief Executive Officer and as a member of our board of directors since November 2017, and served as our President from November 2017 to November 2023. Prior to founding Astera Labs, Mr. Mohan served as Product Line (General) Manager at Texas Instruments Inc. (Nasdaq:TXN), a semiconductor company, from March 2012 to October 2017, and at National Semiconductor Corporation (NYSE:NSM), a semiconductor company, from June 1996 to March 2012 in various technical roles, including most recently as a Design Director. Mr. Mohan holds a Bachelor of Technology degree in Electrical Engineering from Indian Institute of Technology, Bombay, and a Master of Science degree in Electrical Engineering from Stanford University. We believe that Mr. Mohan is qualified to serve as a member of our board of directors because of his knowledge of our company and our business, his experience building and leading our company and his perspective into corporate matters as our Chief Executive Officer. Stefan Dyckerhoff has served as a member of Astera Labs’ board of directors since November 2019. Mr. Dyckerhoff is currently a Managing Director of Sutter Hill Ventures, a venture capital firm, where he has served since October 2012. Prior to joining Sutter Hill Ventures, Mr. Dyckerhoff served in various roles at Juniper Networks (NYSE:JNPR), a software company, from October 2009 to December 2012, including most recently as the as the Executive Vice President and General Manager of the Platform Systems Division from March 2011 to December 2012. Additionally, from May 2004 to September 2009, Mr. Dyckerhoff served in various roles at Cisco Systems (Nasdaq:CSCO), a software company, including most recently as Vice President & General Manager of the Edge Routing Business Unit from February 2007 to October 2009. Mr. Dyckerhoff has served as a member of the board of directors of SiFive, a semiconductor company, since September 2015, Atmosic Technologies, a semiconductor company, since April 2017, and Enfabrica, a computer networking products company, since May 2020. Mr. Dyckerhoff holds a Bachelor of Science in Electrical Engineering and Computer Science from Duke University and a Master of Science in Electrical Engineering from Stanford University. We believe Mr. Dyckerhoff is qualified to serve as a member of our board of directors because of his experience as an investor and executive in our industry. Bethany Mayer has served as a member of Astera Labs’ board of directors since June 2024. Previously, she served as Executive Vice President of Corporate Development and Technology of Sempra Energy (NYSE: SRE), an energy infrastructure company, from November 2018 to January 2019. From 2014 through April 2017, she was the President and Chief Executive Officer of Ixia (Nasdaq: XXIA), a market leader in test, visibility, and security solutions, until it was acquired by Keysight Technologies in April 2017. From 2011 through 2014, Ms. Mayer served as Senior Vice President and General Manager of HP’s (NYSE: HPQ) Networking Business unit and the NFV business unit. From 2010 until 2011, she served as Vice President, Marketing and Alliances, for HP’s Enterprise Servers Storage and Networking Group. Prior to joining HP, she held leadership roles at Blue Coat Systems, Cisco Systems (Nasdaq:CSCO) and Apple, Inc. (Nasdaq: AAPL). She has served on the board of directors of Hewlett Packard Enterprise (NYSE: HPE), multinational information technology company, since June 2023; Box, Inc. (NYSE: BOX), a cloud-based content management platform, since April 2020, where she is currently chair; LAM Research Corporation (Nasdaq: LRCX), a semiconductor equipment company, since May 2019; and Sempra Energy (NYSE: SRE) since June 2019. Ms. Mayer previously served on the board of directors of Ixia (Nasdaq: XXIA) from 2014 through April 2017; Delphi Automotive PLC, an auto parts supplier, from August 2015 to April 2016; and Marvell Technology, Inc. (formerly Marvell Technology Group) (Nasdaq: MRVL), an infrastructure semiconductor solutions company, from May 2018 to June 2022. Ms. Mayer holds a B.S. in Political Science from Santa Clara University, an M.B.A. from California State University-Monterey Bay, and an M.S. in Cybersecurity from New York University. We believe Ms. Mayer is qualified to serve as a member of our board of directors because of her extensive experience as an executive and board member of publicly traded technology companies.
Directors Continuing in Office
Directors Continuing in Office The following table and biographies identify our directors continuing in office and set forth their principal occupation and business experience during the last five years and their ages as of April 15, 2025.
Directors Continuing in Office
| Name | Positions and Offices Held with Astera Labs | Director Since | Class and Year in Which Term Will Expire | Age | | Craig Barratt | Director | 2025 | Class II – 2026 | 62 | | Sanjay Gajendra | Co-Founder, President, Chief Operating Officer and Director | 2017 | Class II - 2026 | 51 | | Michael Hurlston | Director | 2022 | Class II - 2026 | 58 | | Manuel Alba | Chair and Director | 2018 | Class III - 2027 | 69 | | Jack Lazar | Director | 2022 | Class III - 2027 | 59 |
Class II Directors (Term Expires at 2026 Annual Meeting)
Class II Directors (Term Expires at 2026 Annual Meeting) Craig Barratt has served as a member of Astera Labs’ board of directors since March 2025. Dr. Barratt is currently an independent business consultant. Until May 2020, Dr. Barratt served as Senior Vice President and General Manager of the Connectivity Group of Intel Corporation (Nasdaq:INTC), a semiconductor company, since its acquisition of Barefoot Networks, Inc., a computer networking company, in July 2019, where he previously served as President and Chief Executive Officer since April 2017. Dr. Barratt held several different roles at Google, Inc. (Nasdaq:GOOG), an Internet company, from June 2013 to January 2017, including Senior Vice President, Access and Energy. He previously served as president of Qualcomm Atheros, the networking and connectivity subsidiary of Qualcomm Inc. (Nasdaq:QCOM), a mobile technology company, from 2011 to 2013. He served as President, Chief Executive Officer and a director of Atheros Communications, Inc. (Nasdaq:ATHR), a fabless semiconductor company, from 2003 until its 2011 acquisition by Qualcomm. Dr. Barratt has served on the board of directors of Intuitive Surgical, Inc. (Nasdaq:ISRG), a medical devices company, since April 2011, and as chair of the board of directors since April 2020. Dr. Barratt previously served on the board of directors of IonQ, Inc. (NYSE: IONQ), a quantum computing company, from January 2021 until June 2024. Dr. Barratt holds Ph.D. and M.S. degrees from Stanford University, as well as a B.E. in electrical engineering and a B.S. degree in pure mathematics and physics from the University of Sydney in Australia. We believe Dr. Barratt is qualified to serve as a member of our board of directors because of his extensive senior leadership experience and knowledge of the semiconductor industry. Sanjay Gajendra is a co-founder of Astera Labs, and has served as our Chief Operating Officer and as a member of our board of directors since November 2017, and as President since November 2023, and served as our Chief Financial Officer and Treasurer from November 2017 to July 2020. Prior to founding Astera Labs, Mr. Gajendra served as Product Line (General) Manager at Texas Instruments Inc. from July 2014 to October 2017 and a Director of Product Management from January 2012 to June 2014, a Product Manager at National Semiconductor Corporation from June 2006 to December 2011, a Principal Software Engineer from May 2000 to June 2006, and a Senior Software Engineer at Wipro Limited (NYSE:WIT), a consulting company, from September 1996 to February 2000. Mr. Gajendra holds a Master of Engineering degree in Engineering Management from University of Colorado Boulder. We believe that Mr. Gajendra is qualified to serve as a member of our board of directors because of his knowledge of our company and our business, his experience building and leading our company and his perspective into corporate matters as our Chief Operating Officer. Michael Hurlston has served as a member of Astera Labs’ board of directors since November 2022. Mr. Hurlston is currently the President, Chief Executive Officer and Director of Lumentum Holdings Inc., an optical and photonic products company, where he has served since February 2025. Previously, Mr. Hulrston served as the President, Chief Executive Officer, and Director of Synaptics, Inc. (Nasdaq:SYNA), a semiconductor company, from August 2019 to February 2025. Prior to joining Synaptics, Mr. Hurlston served as the Chief Executive Officer and a member of the Board of Directors of Finisar Corporation, a telecommunications company, from January 2018 to August 2019. Before joining Finisar, Mr. Hurlston served in various roles at Broadcom Limited (Nasdaq:AVGO), a semiconductor company, and its predecessor corporation, from November 2001 to October 2017, including Senior Vice President and General Manager of the Mobile Connectivity Products/Wireless Communications and Connectivity Division from February 2016 to October 2017 and from September 2009 to January 2013 and as Executive Vice President of Sales from January 2013 to February 2016. Additionally, Mr. Hurlston previously held senior marketing and engineering positions at Oren Semiconductor, Inc., Avasem, Integrated Circuit Systems, Inc., MicroPower Systems Inc., Exar Corporation, and IC Works Inc. from 1991 to 2001. Mr. Hurlston has served as a member of the board of directors of Flextronics International, Ltd. (Nasdaq:FLEX), a manufacturing company, since September 2020, and currently serves on the Board of Executive Trustees of the UC Davis Foundation and on the Dean’s Executive Committee for the College of Engineering and the Dean’s Advisory Counsel for the Graduate School of Management at the University of California, Davis. Mr. Hurlston previously served as a director of Ubiquity Inc. (NYSE: UI) from August 2016 to August 2021. Mr. Hurlston holds Bachelor of Science and Master of Science degrees in Electrical Engineering and a Master of Business Administration from the University of California, Davis. We believe Mr. Hurlston is qualified to serve as a member of our board of directors because of his experience in our industry and extensive experience in senior leadership positions at technology companies.
Class III Directors (Term Expires at 2027 Annual Meeting)
Class III Directors (Term Expires at 2027 Annual Meeting) Manuel Alba has served as the Chair of the board of directors of the Company since its founding in March of 2018. Mr. Alba currently serves as a director of Kardium (Canada) since 2008, Lightbits (Israel) since 2016, Xsight Labs (Israel) since 2017, Lyte.ai (California) since January 2023, and Element Labs (Israel) since August 2024. Previously, Mr. Alba was a co-founder, director and President of Galileo Technology (Israel, GALTF) from 1994 to 2001, director of Marvell (MRVL) from 2001 to 2004, director of Pixer (Israel) from 2005 to 2008, director of Copperleaf Technologies (Canada, CPLF) from 2010 to 2024, director of Annapurna Labs (Israel) from 2011 to 2015, director of Habana Labs (Israel) from 2016 to 2020, and director of Banias Labs (Israel) from 2020 to 2022. During his career, Mr. Alba has worked as a design engineer, technical marketing engineer, technology business executive, and active founding investor. Mr. Alba has also served as a board member of various non-profit organizations. Mr. Alba holds a Bachelor of Science degree in Electrical Engineering from the National Polytechnic Institute in Mexico City, Master of Science degrees in Computer Engineering and Engineering Management from the University of Southern California, and a Master of Business Administration from the University of Santa Clara. We believe Mr. Alba is qualified to serve as a member of our board of directors because of his experience as an executive and founder in our industry and his extensive knowledge of our company. Jack Lazar has served as a member of Astera Labs’ board of directors since December 2022. Since March 2016, Mr. Lazar has served as an independent business consultant. From January 2014 to March 2016, Mr. Lazar served as the Chief Financial Officer of GoPro, Inc. (Nasdaq:GPRO), a provider of wearable and mountable capture devices. From May 2011 to January 2013, Mr. Lazar served as Senior Vice President, Corporate Development at Qualcomm Incorporated (Nasdaq: QCOM) and General Manager of Qualcomm Atheros, Inc., a developer of communications semiconductor solutions. From September 2003 until it was acquired by Qualcomm Incorporated in May 2011, Mr. Lazar served in various positions at Atheros Communications, Inc. (Nasdaq: ATHR), a provider of communications semiconductor solutions, including most recently as Senior Vice President of Corporate Development, Chief Financial Officer, and Secretary. Mr. Lazar has served as a member of the board of directors of ThredUp Inc. (Nasdaq:TDUP), an online marketplace for secondhand clothing, since June 2017, Resideo Technologies, Inc. (NYSE:REZI), a provider of comfort and security solutions, since September 2018, Box, Inc. (NYSE:BOX), an enterprise cloud content and file sharing provider, since March 2020, GlobalFoundries, Inc. (Nasdaq:GFS), a semiconductor manufacturing company, since July 2021. Mr. Lazar will step down from the board of directors of ThredUp Inc. in May 2025. Mr. Lazar has a Bachelor of Science in Commerce with an emphasis in Accounting from Santa Clara University. We believe Mr. Lazar is qualified to serve as a member of our board of directors because of his experience in our industry and his extensive experience as an executive and board member of publicly traded technology companies. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.
Compensation Committee
| • | reviewing and making recommendations to the board of directors regarding the compensation of non-employee directors; |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
2024 Director Compensation Table
2024 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director of our board of directors during the fiscal year ended December 31, 2024, or FY 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in FY 2024 for their services as members of the board of directors. During FY 2024, Messrs. Mohan and Gajendra served as members of our board of directors, as well as serving as employees, and were not separately compensated for their services as members of the board of directors. The compensation paid to Messrs. Mohan and Gajendra are reported in the “Executive Compensation—2024 Summary Compensation Table” below.
2024 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Manuel Alba(3) | — | — | — | | Stefan Dyckerhoff | 67,024 | — | 67,024 | | Michael Hurlston | 62,637 | — | 62,637 | | Jack Lazar | 70,467 | — | 70,467 | | Bethany Mayer(4) | 36,753 | 269,441 | 306,194 |
2024 Director Compensation Table
| (1) As of December 31, 2024, Mr. Alba and Mr. Dyckerhoff did not have any outstanding equity awards, Mr. Hurlston held 60,000 outstanding RSUs of our common stock, Mr. Lazar held 104,688 outstanding RSUs of our common stock, and Ms. Mayer held 4,573 RSUs of our common stock. |
2024 Director Compensation Table
| (2) The amounts reported represent the aggregate grant date fair value of the restricted stock units granted to our directors during FY 2024, calculated in accordance with FASB, ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 1 and Note 9 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended FY 2024. The amount reported in this column reflects the accounting cost for the award and does not correspond to the actual economic value that may be received by our directors upon vesting and settlement of the shares of restricted stock units or any sale of the shares. |
2024 Director Compensation Table
| (3) Mr. Alba waived his right to receive annual retainer fees during FY 2024. |
2024 Director Compensation Table
| (4) Ms. Mayer joined our board in June 2024. In connection with her appointment, she received a prorated annual cash retainer and was granted an initial RSU award that vests in equal annual installments over three years from the date of the grant, subject to Ms. Mayer’s continued service to the Company on each applicable vesting date. |
2024 Director Compensation Table
We maintain a Non-Employee Director Compensation Policy pursuant to which our non-employee directors are eligible to receive the following cash retainers and equity awards (which will be prorated for partial years of service):
2024 Director Compensation Table
| | Annual Retainer | | Board of Directors: | | | Members | $60,000 | | Additional retainer for non-executive chair | $70,000 | | Audit Committee: | | | Members (other than chair) | $12,500 | | Retainer for chair | $25,000 | | Compensation Committee: | | | Members (other than chair) | $10,000 | | Retainer for chair | $20,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chair) | $5,000 | | Retainer for chair | $10,000 |
2024 Director Compensation Table
In addition, the non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted a restricted stock unit award with a fair market value of $330,000, or Initial Grant. The Initial Grant will vest in equal installments on the first, second, and third anniversaries of the grant date, subject to continued service with the Company through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders following the completion of this offering, each non-employee director who continues as a non-employee director following such meeting will be granted an annual restricted stock unit award with a fair market value of $200,000, or Annual Grant. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service with the Company through the applicable vesting date. Such awards are subject to full accelerated vesting upon a change in control of the Company. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the board of directors or any committee thereof. Employee directors will receive no additional compensation for their service as a director.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities during FY 2024 and the fiscal year ended December 31, 2023, or FY 2023, as applicable.
2024 Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Jitendra Mohan, Chief Executive Officer | 2024 | 575,833 | — | 49,543,417 | 793,500 | 13,800 | 50,926,550 | | | 2023 | 309,167 | 170,500 | — | | 12,459 | 492,126 | | Sanjay Gajendra, Co-Founder, President, Chief Operating Officer | 2024 | 575,833 | — | 49,543,417 | 793,500 | 13,800 | 50,926,550 | | Michael Tate, Chief Financial Officer | 2024 | 438,333 | — | 4,632,030 | 388,125 | 13,800 | 5,472,288 | | | 2023 | 309,167 | 170,500 | 971,991 | | — | 1,451,658 |
2024 Summary Compensation Table
| (1) The amounts reported reflect annual base salaries paid to our named executive officers for FY 2024 and FY 2023. |
2024 Summary Compensation Table
| (2) The amounts reported reflect discretionary annual bonuses paid to our named executive officers based on our board of director’s assessment of overall company performance and individual performance for FY 2023. |
2024 Summary Compensation Table
| (3) The amounts reported represent the aggregate grant date fair value of the restricted stock units granted to our named executive officer during FY 2024 and FY 2023, calculated in accordance with FASB, ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 1 and Note 9 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended FY 2024. The amount reported in this column reflects the accounting cost for the award and does not correspond to the actual economic value that may be received by our named executive officers upon vesting and settlement of the shares of restricted stock units or any sale of the shares. |
2024 Summary Compensation Table
| (4) The amounts reported reflect annual bonuses paid to our named executive officers based on the Company’s achievement of corporate performance objectives under its annual cash bonus plan for FY 2024. |
2024 Summary Compensation Table
| (5) Unless otherwise noted, the amounts reported reflect the Company’s matching contributions under its 401(k) plan. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jitendra Mohan | 1/24/2024(2)(7) | 2,704,335 | 358,189,171 | | Sanjay Gajendra | 1/24/2024(2)(7) | 2,704,335 | 358,189,171 | | Mike Tate | 8/23/2022(3)(7) | 73,990 | 9,799,976 | | | 8/9/2023(4)(7) | 42,250 | 5,596,013 | | | 1/24/2024(2)(7) | 50,000 | 6,622,500 | | | 2/7/2024(5) | 37,500 | 4,966,875 | | | 8/13/2024(6)(7) | 74,976 | 9,930,571 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) This column represents the closing price of our common stock, as reported on the Nasdaq, of $132.45 per share on December 31, 2024, the last trading of FY 2024, multiplied by the number of shares that have not vested as of December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) 25% of the restricted stock units vested on February 15, 2025 and the remaining 75% of the restricted stock units vest in twelve (12) equal quarterly installments thereafter, subject to the named executive officer’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) 25% of the restricted stock units vested on August 15, 2023 and the remaining 75% of the restricted stock units vest in twelve (12) equal quarterly installments thereafter, subject to the named executive officer’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) 25% of the restricted stock units vested on August 15, 2024 and the remaining 75% of the restricted stock units vest in twelve (12) equal quarterly installments thereafter, subject to the name executive officer’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) 100% of the restricted stock units vested on February 15, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) 25% of the restricted stock units will vest on August 15, 2025 and the remaining 75% of the restricted stock units vest in twelve (12) equal quarterly installments thereafter, subject to the name executive officer’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) Upon a Qualifying Termination (as defined below), each of Messrs. Gajendra, Mohan, and Tate are entitled to (A) 50% accelerated vesting of all then unvested equity incentives as of his date of termination, if he has been continuously employed by us for fewer than 24 months on the date of termination, or (B) full accelerated vesting of all unvested equity incentives as of his date of termination, if he has been continuously employed by us for 24 months or greater on the date of termination, subject, in each case, to Messrs. Gajendra’s Mohan’s, and Tate’s timely execution of a separation agreement including a release in favor of us. |