DEF 14A of Astera Labs, Inc.
Filed Apr 23, 2026 · FY20250001140361-26-016359
PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS II 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 II DIRECTORS
| • | the Class I directors are Jitendra Mohan, Stefan Dyckerhoff and Bethany Mayer, and their terms will expire at the annual meeting to be held in 2028; |
PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS
| • | the Class II directors are Sanjay Gajendra, Craig Barratt and Michael Hurlston, and their terms will expire at the Annual Meeting; and |
PROPOSAL NO. 1 – ELECTION OF CLASS II 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 II 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 Sanjay Gajendra, Craig Barratt and Michael Hurlston for election as the Class II directors at the Annual Meeting. The nominees are presently directors. 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 II directors would serve for a three-year term ending at the annual meeting of stockholders to be held in 2029 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 II Directors
Nominees for Election as Class II Directors The following table identifies our Class II directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2026.
Nominees for Election as Class II Directors
| Name | Positions and Offices Held with Astera Labs | Director Since | Age | | Sanjay Gajendra | Co-Founder, President, Chief Operating Officer and Director | 2017 | 51 | | Craig Barratt | Director | 2025 | 63 | | Michael Hurlston | Director | 2022 | 59 |
Nominees for Election as Class II Directors
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. (NYSE: TXN) 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 (formerly NYSE: NSM) from June 2006 to December 2011, and 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 industry, company and our business, his experience building and leading our company and his perspective into corporate matters as our Chief Operating Officer. 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. (formerly Nasdaq: ATHR), a fabless semiconductor company, from 2003 until its 2011 acquisition by Qualcomm. Dr. Barratt has served on the board of directors of Intel since November 2025, and will become chairman of the board of directors effective May 13, 2026. Dr. Barratt has also served on the board of directors of Intuitive Surgical, Inc. (Nasdaq: ISRG), a medical devices company, since April 2011, as chair of the board of directors from April 2020 to July 2025, and lead independent director since July 2025. 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 in electrical engineering 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. 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. (Nasdaq: LITE), 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 (formerly Nasdaq: FNSR), 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.
Director Commitments
Director Commitments Our board of directors recognizes that excessive time commitments may impair a director’s ability to fulfill his or her responsibilities effectively, and our nominating and corporate governance committee and board consider a director’s other commitments in evaluating continued service. The specific facts and circumstances of Mr. Hurlston’s service on our board of directors demonstrate that he is well-positioned to continue to serve effectively as a board member. In particular:
Director Commitments
| • | Mr. Hurlston brings a unique and valuable perspective to board discussions as a result of his decades of experience as an executive, including as a chief executive officer, in the semiconductor and technology industries. His experience provides our board with current industry insight as well as deep operational, management, human capital and executive compensation expertise. In addition, his service on other public company boards in the same ecosphere enhances his contributions by providing perspectives and insights that are not readily available. |
Director Commitments
| • | Mr. Hurlston consistently demonstrates a high level of availability and commitment. He attended all board meetings, all compensation committee meetings and the annual stockholder meeting in fiscal year 2025. He is consistently well-prepared and actively engaged, contributing meaningfully through thoughtful questions, comments and participation in board deliberations. |
Director Commitments
| • | The company at which Mr. Hurlston serves as chief executive officer is headquartered within close proximity (approximately three miles) of our headquarters, which facilitates his attendance at meetings and reduces travel-related time constraints. |
Director Commitments
| • | Mr. Hurlston has affirmed to our board his commitment to dedicate the time necessary to fulfill his responsibilities as a director. |
Director Commitments
Based on these considerations, the nominating and corporate governance committee and board reviewed Mr. Hurlston’s time commitments and his ability to effectively serve on our board. Following this review, the committee recommended, and the board unanimously approved, his nomination. The board has determined that Mr. Hurlston’s continued service is appropriate and in the best interests of the Company and its stockholders, and that he has demonstrated, and will continue to demonstrate, his ability to devote sufficient time and attention to his duties.
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, 2026.
Directors Continuing in Office
| Name | Positions and Offices Held with Astera Labs | Director Since | Class and Year in Which Term Will Expire | Age | | Jitendra Mohan | Co-Founder, Chief Executive Officer and Director | 2017 | Class I – 2028 | 52 | | Stefan Dyckerhoff | Director | 2019 | Class I – 2028 | 53 | | Bethany Mayer | Director | 2024 | Class I – 2028 | 64 | | Manuel Alba | Chair and Director | 2018 | Class III – 2027 | 70 | | Jack Lazar | Director | 2022 | Class III – 2027 | 60 |
Class I Directors (Term Expires at 2028 Annual Meeting)
Class I Directors (Term Expires at 2028 Annual Meeting) 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 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, from May 2020 to December 2025. 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 Inc.’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; and LAM Research Corporation (Nasdaq: LRCX), a semiconductor equipment company, since May 2019. Ms. Mayer previously served on the board of directors of Sempra Energy from June 2019 to September 2024; Ixia 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.
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 (Nasdaq: 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 January 2025, Mr. Lazar has served as CEO of Razal Ventures and from March 2016, he 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 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; and GlobalFoundries, Inc. (Nasdaq: GFS), a semiconductor manufacturing company, since July 2021. Mr. Lazar previously served on the board of directors of ThredUp Inc. (Nasdaq: TDUP), an online secondhand clothing marketplace company, from June 2017 to May 2025; Silicon Laboratories Inc. (Nasdaq: SLAB), a wireless internet of things technology company, from April 2013 to April 2022; and Casper Sleep Inc. (NYSE: CSPR), a sleep products company, from April 2019 to January 2022. 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
2025 Director Compensation Table
2025 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, 2025, or FY 2025. 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 2025 for their services as members of the board of directors. During FY 2025, 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—2025 Summary Compensation Table” below.
2025 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Manuel Alba(3) | — | 217,115 | 217,115 | | Craig Barratt(4) | 60,582 | 487,526 | 548,108 | | Stefan Dyckerhoff | 75,342 | 217,115 | 292,457 | | Michael Hurlston | 80,000 | 217,115 | 297,115 | | Jack Lazar | 90,000 | 217,115 | 307,115 | | Bethany Mayer | 77,158 | 217,115 | 294,273 |
2025 Director Compensation Table
| (1) As of December 31, 2025, Mr. Alba held 2,351 outstanding RSUs (which were subsequently forfeited by him in April 2026 prior to vesting), Mr. Barratt held 5,988 outstanding RSUs, Mr. Dyckerhoff held 2,351 outstanding RSUs, Mr. Hurlston held 42,351 outstanding RSUs, Mr. Lazar held 73,289 outstanding RSUs, and Ms. Mayer held 5,399 outstanding RSUs. |
2025 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 2025, 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 11 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended FY 2025. 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. |
2025 Director Compensation Table
| (3) In April, 2026, Mr. Alba waived his right to his annual equity grant from June 2025 that he previously was awarded for his service as a member of our board of directors. He previously waived his right to receive any future annual cash retainer fees during FY 2024. |
2025 Director Compensation Table
| (4) Mr. Barratt joined our board on March 2, 2025. He 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 in connection with his appointment and an annual RSU award in June 2025 that vests in full on the earlier of the first anniversary of the grant date or our next annual meeting of stockholders, in each case, subject to Mr. Barratt’s continued service with the Company on each applicable vesting date. |
2025 Director Compensation Table
We maintain a Non-Employee Director Compensation Policy (the “Director Compensation Policy”) pursuant to which our non-employee directors are eligible to receive the below cash retainers and equity awards (which will be prorated for partial years of service). The Director Compensation Policy was amended and restated in October 2025, effective January 1, 2026 (the “2026 Director Compensation Policy”), to reflect the following changed retainers and award amounts:
2025 Director Compensation Table
| | 2025 Annual Retainers ($) | 2026 Annual Retainers ($) | | Board of Directors: | | | | Members | 60,000 | 70,000 | | Additional retainer for non-executive chair | 70,000 | 75,000 | | Audit Committee: | | | | Members (other than chair) | 12,500 | 15,000 | | Retainer for chair | 25,000 | 30,000 | | Compensation Committee: | | | | Members (other than chair) | 10,000 | 10,000 | | Retainer for chair | 20,000 | 20,000 | | Nominating and Corporate Governance Committee: | | | | Members (other than chair) | 5,000 | 7,500 | | Retainer for chair | 10,000 | 15,000 |
2025 Director Compensation Table
In addition, the 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, which the 2026 Director Compensation Policy updated to $365,000. 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, 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, which the 2026 Director Compensation Policy updated to $210,000. 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.
2025 Pay and Performance Highlights
Consistent with our strong performance, our annual cash incentive awards, which are primarily driven by revenue and Non-GAAP operating margin performance, paid out at 180.586% of target. For 2025, our CEO and COO did not receive equity awards, as our board determined that their pre-IPO equity awards granted in 2024 provided ongoing equity incentives. For all other NEOs, the vast majority of their 2025 compensation was awarded as equity, and all compensation other than base salaries was variable and at risk, consistent with our compensation philosophy.
2025 Pay and Performance Highlights
| (1) Excludes our CEO and COO, who did not receive equity awards in 2025. |
Compensation Elements
| | Element | Structure | Compensation Period | Purpose and Key Features | | | | | | | | | Base Salary | Cash | 1-Year Paid Regularly | Serves to attract and retain executives by providing a market-competitive fixed level of compensation that reflects each executive’s role, responsibilities, experience, and performance. Salary determinations are also informed by market data and internal equity considerations. | | | Annual Cash Incentives | Cash (Performance-based, with target opportunities tied to financial goals) | 1-Year Annual Performance Paid Once | Serve to incentivize and reward the achievement of challenging annual Company objectives aligned with key financial objectives (revenue and Non-GAAP operating margin). At risk payouts tied to Company performance reinforce our performance-oriented culture. | | | Long-Term Incentives | Equity awards in form of RSUs | 4-Year Vesting Period | Serve as a long-term motivation and retention tool that creates an ownership culture, encouraging NEOs to remain with our Company and build value. RSUs deliver value directly tied to our stock price performance over time, aligning executives’ interests with our stockholders by motivating NEOs to focus on sustained, holistic performance execution that will lead to long-term value creation. |
Compensation Elements
The actual base salaries paid to our NEOs in 2025 reflect proration for the portions of the year that each base salary level was in effect, and are set forth in the “Summary Compensation Table” below. Annual Cash Incentives Our annual cash incentive awards are intended to incentivize NEOs to deliver on key annual business priorities. In February 2025, the board approved a challenging set of performance goals for fiscal 2025. Payouts were based on performance against two financial metrics: revenue and Non-GAAP operating margin. - Target Annual Cash Bonus Opportunities In February 2025, upon the recommendation of the Committee, the board established target bonus opportunities for each NEO, established as a percentage of each NEO’s respective 2025 base salary. The board of directors determined to increase the target bonus opportunities for each of Messrs. Mohan, Gajendra and Tate to provide strong performance incentives that recognize and reward the significance of their respective continued contributions to our performance trajectory. With respect to Mr. Tate in particular, the board considered his experience, the impact and near-term significance of his role to the strategic trajectory of the Company and its desire to ensure his target bonus opportunity remained market competitive.
Compensation Elements
| Named Executive Officer | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) (%) | 2025 Target Annual Cash Bonus Opportunity ($) | | Mr. Mohan | 120 | 738,000 | | Mr. Gajendra | 120 | 738,000 | | Mr. Tate | 95 | 446,500 | | Mr. Mazzara | 75 | 315,000 |
Compensation Elements
Bonus payouts for each NEO could range from zero to a maximum of 200% of their target annual cash bonus opportunity. - Corporate Financial Performance Metrics For 2025, the Committee determined that, for our NEOs, the Annual Cash Bonus Plan for 2025 would be based solely on achievement of corporate financial performance goals and selected revenue and Non-GAAP operating margin as the corporate financial performance metrics under the bonus plan, with each metric weighted equally at 50%. The Committee determined that equal weighting of these metrics was appropriate to balance our aggressive growth ambitions with our focus on sustainable bottom-line profitability and efficiency. Revenue incentivizes our market share expansion while Non-GAAP operating margin ensures that we maintain disciplined expense management. We calculate Non-GAAP operating margin by deducting from our GAAP operating margin the following: (i) non-cash stock-based compensation expenses, (ii) acquisition-related costs incurred in connection with our acquisitions, and (iii) employer payroll taxes related to the time-based vesting and net settlement of RSUs in connection with our IPO. For each metric, the Committee established rigorous performance targets, including threshold, target and maximum performance levels, based on the Company’s annual operating plan and expected business conditions, as set forth under “Annual Cash Bonus Payments” below. Achievement levels and corresponding payout percentages between threshold and target and between target and maximum are calculated using linear interpolation. Threshold performance levels with respect to the financial performance metrics were the minimum performance levels that had to be achieved before participants could receive any annual cash bonus related to these metrics. If the threshold performance level for either metric was not achieved, then no bonus payout would be made under the bonus plan with respect to such metric. - Annual Cash Bonus Payments Following the end of fiscal year 2025, our board determined that the corporate financial performance metrics of our NEOs’ annual bonuses was achieved at 180.586% of target, based on our revenue and Non-GAAP operating margin performance, as set forth below. Based on these results, our NEOs received cash bonus payouts for 2025 in February 2026 as follows:
Compensation Elements
| Named Executive Officer | Actual Bonus Payment ($) | | Mr. Mohan | 1,332,725 | | Mr. Gajendra | 1,332,725 | | Mr. Tate | 806,316 | | Mr. Mazzara | 568,846 |
Compensation Elements
Long-Term Incentive Compensation Long-term incentive compensation is typically the most significant element of our executive compensation program. The board does not apply a rigid formula for determining the size of annual equity awards to be granted; it grants equity at levels it believes provides a meaningful opportunity for executives to earn rewards linked to the creation of long-term stockholder value. In doing so, it relies on the collective experience and judgment of its members, taking into consideration the scope of an NEO’s role and responsibilities, the criticality of each NEO’s role to our ability to execute our strategic priorities, our CEO’s and COO’s recommendations (other than for their own compensation), the retention value of outstanding unvested equity awards, considerations related to share usage and potential dilution, and peer market data. The board’s decisions are also informed by the advice of its independent compensation consultant. - 2025 Annual Equity Awards In July 2025, following its annual review of our executive compensation program, the board determined to grant Messrs. Tate and Mazzara RSU awards with target values as set forth below, with the number of RSUs determined by dividing the target value by the 30-day average share price for the calendar month preceding the grant date (July 24, 2025).
Compensation Elements
| Named Executive Officer | Number of RSUs | Target Value ($) | | Mr. Tate | 43,238 | 4,000,000 | | Mr. Mazzara | 16,214 | 1,500,000 |
Compensation Elements
The RSU awards granted to Messrs. Tate and Mazzara in 2025 vest over approximately a four-year period, with one-quarter of the RSUs subject to the award vesting on August 15, 2026, and the remaining RSUs vesting in 12 equal quarterly installments thereafter, in each case subject to the applicable NEO’s continued employment with or service to us through each applicable vesting date. The RSU awards are subject to the terms of the Astera Labs, Inc. 2024 Stock Option and Incentive Plan (the “2024 Plan”). Prior to our IPO in 2024, our co-founders Messrs. Mohan, our CEO, and Gajendra, our COO, each received a one-time RSU grant. These awards were subject to both time-based vesting, beginning with an initial vesting tranche in early 2025 followed by 12 quarterly vesting dates thereafter (with total vesting over a four year period), and a performance condition tied to the completion of a qualifying liquidity event, which was satisfied in connection with the IPO, and in each case subject to continued service. Our board of directors intended for these RSU grants to be the exclusive equity award that our CEO and COO received through fiscal year 2025, and therefore did not award additional RSUs to either executive in 2025. The RSU awards granted to the NEOs in 2025 are set forth in the “Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” below.
Anticipated Changes to Executive Compensation Program for 2026
Anticipated Changes to Executive Compensation Program for 2026 In 2025, the Committee initiated a review of the Company’s long-term incentive structure to understand how to further strengthen alignment between executive pay and performance. Beginning in fiscal year 2026, the Company expects to introduce performance-based RSUs (“PSUs”) to complement our time-based RSU program. This design will incorporate rigorous performance metrics and provide a clearer link between long-term value creation and realized compensation.
Executive Compensation Policies and Practices
| What We Do | | | | Practice | | Description | | ✔ | Independent Compensation Consultant | The Committee utilizes the services of an independent compensation consultant who does not provide any other services to the Company. | | ✔ | Annual Compensation Review | The Committee annually reviews our compensation philosophy, practices and programs, including whether such philosophy and practices are aligned with our goal of serving all stakeholders over the long-term. | | ✔ | Independent Compensation Committee | Our Committee is comprised solely of independent directors. |
Compensation-Setting Process
Compensation-Setting Process Role of the Board and Compensation Committee The Committee is responsible for overseeing the Company’s executive compensation program and for making recommendations to the board of directors regarding compensation decisions for the CEO, COO and other NEOs. In fulfilling this role, the Committee reviews and recommends to the board for approval the corporate goals and objectives used to determine CEO and COO compensation, evaluates performance against those goals, and recommends compensation outcomes to the board of directors based on that assessment. In considering long-term incentive compensation for the CEO and COO, the Committee and board take into account Company performance, stockholder returns, competitive market practices, and the CEO’s and COO’s respective, prior awards. For other NEOs, the Committee recommends compensation levels to the board, considering individual performance, scope of responsibilities, and market competitiveness. The Committee also reviews the aggregate compensation of executives and provides oversight of employment agreements, severance and change-in-control arrangements, and any special or supplemental benefits, as appropriate. In addition, the Committee reviews and approves, or in the case of NEOs, recommends to the board for approval, grants and awards under the Company’s incentive and equity compensation plans, including applicable sub-plans, in accordance with the terms of those plans Role of Management In performing its responsibilities, the Committee and board consult with Company management, including our CEO, COO, CFO, and Human Resources. Management provides the Committee with information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Committee further solicits and reviews our CEO’s recommendations and viewpoints with respect to adjustments to executive officer pay opportunities, program structures and other- related matters for our executive officers, other than himself. The Committee considers these recommendations as one factor in recommending the compensation of our executive officers, including our NEOs to the board for approval. Our co-founders are not present during any deliberations or decision-making regarding their respective compensation. Role of Compensation Consultant The Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Committee has engaged the services of Compensia as an outside compensation consultant. As requested by the Compensation Committee, in 2025, Compensia’s services to the Committee included assisting in the development of our peer group composition; advising on executive compensation matters, including the design and benchmarking of our short-term incentive and long-term incentive programs; reviewing overall individual compensation levels for our executives; evaluating non-employee director compensation for board and committee service; and providing insights on equity-based award design. The terms of Compensia’s engagement include reporting directly to the Committee chair. Compensation Peer Group The Committee and board review compensation relative to a set of companies that compete with us for talent. The peer group is a reference point, and the Committee and board consider our growth profile and hiring markets when evaluating the competitiveness and appropriateness of our executive compensation program. The peer group data is used as one of several inputs in compensation decision-making, helping to inform the structure and level of pay opportunities. The Committee does not target a specific percentile of the peer group and retains discretion to consider Company performance, individual contributions, internal equity, and other relevant factors when making compensation decisions. In July 2024, the board formally approved the 2025 peer group as listed below:
Other Compensation Practices and Policies
Other Compensation Practices and Policies Consideration of Prior Stockholder Votes As an emerging growth company for fiscal year 2025, we were not required to ask our stockholders to vote on a non-binding, advisory basis, on the compensation of our NEOs or on the frequency of such votes. The Committee and the board consequently did not consider the results of any stockholder advisory vote on executive compensation when determining the compensation of our NEOs in 2025. Retirement Savings and Health and Welfare Benefits We participate in a retirement savings plan, or 401(k) plan, which is intended to qualify for favorable tax treatment under Section 401(a) of U.S. Internal Revenue Code of 1986, as amended, or the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 18 years of age are generally eligible to participate on similar terms in the 401(k) plan, subject to certain criteria. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. We make matching contributions up to 100% of the first 4% of the amount of employee contributions for 2025 under the 401(k) savings plan. All of our full-time employees, including our NEOs, are eligible to participate on similar terms in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and accidental death and dismemberment insurance. Certain executives may elect to waive coverage under these plans and instead receive a cash payment in lieu of participation. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our NEOs except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes. Perquisites for our CEO and COO included payment on their behalf of required Hart-Scott-Rodino regulatory fees to ensure compliance with required regulatory filing obligations. The board considered it appropriate to pay these expenses because they arose as a result of the operation of the Company’s equity compensation program. Equity Grant Practices We do not currently grant stock options or stock appreciation rights, or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information and in fiscal year 2025, no stock options, stock appreciation rights or similar option-like instruments were granted within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report with the SEC. In the event we determine to grant new awards of such options, the board and the Committee will evaluate the appropriate steps to take in relation to the foregoing. While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material, nonpublic information, the Committee and the board do not seek to time equity grants based on information about the Company that has not been publicly disclosed. In addition, the Company will not purposely accelerate or delay the public release of material information in consideration of a pending equity award in order to allow the grantee to benefit from a more favorable stock price. It has been our recent practice to grant most of our equity awards in the form of RSUs. Stock Ownership Guidelines To better align the interests of our officers subject to Section 16 of the Exchange Act, including our NEOs (the “Section 16 Officers”), with the long-term interests of our stockholders, we expect our officers (including the NEOs) to maintain an ownership interest in the Company based on the following guidelines:
Other Compensation Practices and Policies
The CEO, President and other Section 16 Officers are each required to comply with the above guideline by the last day of each fiscal year that occurs on or after the fifth anniversary of becoming a Section 16 Officer of the Company, or, if later, the fifth anniversary of February 16, 2024, the effective date of the Stock Ownership Guidelines Policy. The securities counted toward a target threshold include common stock owned directly or beneficially owned. Unvested RSUs, stock units and other equity awards do not count towards the stock ownership requirement. As of December 31, 2025, based on the 30-day average closing price of the Company’s common stock as reported on Nasdaq Stock Market ending on the trading day immediately preceding, each of our NEOs at the time had exceeded their respective ownership requirements, irrespective of whether they had been in their role for five years. Compensation Recovery (or Clawback) Policy Prior to our IPO, our board adopted a Compensation Recovery Policy (the “Clawback Policy”) designed to comply with the requirements of the SEC and Nasdaq listing standards. The Clawback Policy generally provides, subject to certain exceptions, that if we are required to prepare a restatement of our financial statements, we will recover from our executive officers any incentive-based compensation that was erroneously awarded in excess of the amount that otherwise would have been awarded based on restated amounts in the restated financial statements. The Clawback Policy generally applies to incentive compensation received during the three completed fiscal years preceding the date the Company is required to prepare a financial restatement and provides the Committee with authority to determine the method of recovery. Incentive-based compensation includes any compensation that is granted, earned, or vested based on the attainment of a financial reporting measure of the Company. In addition, as a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive. Additional details regarding the Clawback Policy are included in the Company’s Annual Report on Form 10-K. Offer Letters and Employment Agreements with Our Named Executive Officers We have entered into offer letters with Messrs. Mohan, Gajendra and Mazzara, and an employment agreement with Mr. Tate, the material terms of which are summarized below. All our named executive officers are subject to our standard confidential information and invention assignment agreement. The numbers below with respect to equity awards were adjusted to reflect the Company’s five-to-one forward stock split in August 2021 and subsequent February 2024 two-for-one reverse stock split. - Jitendra Mohan We entered into an offer letter with Mr. Mohan, dated March 13, 2018. Mr. Mohan’s offer letter provides for at-will employment, an initial annual base salary of $160,000, a restricted stock grant for 9,500,000 shares of our common stock, and eligibility to participate in any benefit plans generally made available to employees. - Sanjay Gajendra We entered into an offer letter with Mr. Gajendra, dated March 13, 2018. Mr. Gajendra’s offer letter provides for at-will employment, an initial annual base salary of $160,000, a restricted stock grant for 9,250,000 shares of our common stock, and eligibility to participate in any benefit plans generally made available to employees. - Michael Tate We entered into an employment agreement with Mr. Tate, dated July 21, 2020, providing for at-will employment. Mr. Tate’s employment agreement provides him with (i) an initial annual base salary of $49,920, (ii) an option to purchase 975,000 shares of our common stock, (iii) eligibility to participate in any benefit plans generally made available to employees, and (iv) reimbursement of reasonable business expenses. In addition, Mr. Tate is subject to our standard confidentiality and non-solicitation covenants. In February 2026, we entered into a transition services agreement with Mr. Tate in connection with his retirement and resignation as our Chief Financial Officer effective as of March 2, 2026, after which he will serve as a strategic advisor to the Chief Executive Officer through September 1, 2026. During the transition period, he will receive a salary of $131,250, continue to have his outstanding equity awards vest, and remain eligible for Company benefits. In connection with the agreement, Mr. Tate is entitled to receive a severance payment of $1,000, subject to him signing a release of claims and complying with the terms of the agreement. - Philip Mazzara We entered into an offer letter with Mr. Mazzara, dated February 7, 2022, providing for at-will employment. Mr. Mazzara’s offer letter provides him with (i) an initial annual base salary of $300,000, (ii) an option to purchase 500,000 shares of the Company’s common stock, (iii) eligibility to participate in employee benefit plans generally available to Company employees, and (iv) reimbursement of reasonable business expenses. In addition, Mr. Mazzara is subject to our standard confidentiality and non-solicitation covenants.
Accounting and Tax Considerations
Accounting and Tax Considerations Section 162(m) of the Internal Revenue Code generally limits tax deductibility of compensation paid by a public company to certain current and former executive officers in any year to $1 million. The Committee and board will award non-deductible compensation where it believes doing so is in our and our stockholders’ best interests, regardless of its deductibility. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for stock-based payments, including stock options, RSUs, PSUs, shares of common stock, and other forms of equity compensation.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities during FY 2025, the fiscal year ended December 31, 2024, or FY 2024, and the fiscal year ended December 31, 2023, or FY 2023, as applicable.
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Jitendra Mohan, Co-Founder, Chief Executive Officer | 2025 | 613,750 | — | — | 1,332,725 | 277,000 | 2,223,475 | | | 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(6) | 2025 | 613,750 | — | — | 1,332,725 | 274,000 | 2,220,475 | | | 2024 | 575,833 | — | 49,543,417 | 793,500 | 13,800 | 50,926,550 | | Philip Mazzara, General Counsel and Secretary | 2025 | 418,333 | — | 1,972,920 | 568,846 | 10,952 | 2,971,051 | | | 2024 | 392,500 | — | 1,709,282 | 276,000 | 16,200 | 2,393,982 | | | 2023 | 309,167 | 170,500 | 699,834 | — | 11,925 | 1,191,426 | | Michael Tate, Former Chief Financial Officer | 2025 | 468,333 | — | 5,261,200 | 806,316 | 14,000 | 6,549,849 | | | 2024 | 438,333 | — | 4,632,030 | 388,125 | 13,800 | 5,472,288 | | | 2023 | 309,167 | 170,500 | 971,991 | — | — | 1,451,658 |
Summary Compensation Table
| (1) The amounts reported reflect annual base salaries paid to our named executive officers for fiscal year (“FY”) 2025, FY 2024 and FY 2023. |
Summary Compensation Table
| (2) The amounts reported reflect discretionary annual bonuses paid to our NEOs based on our board’s assessment of overall company performance and individual performance for FY 2023. |
Summary Compensation Table
| (3) The amounts reported represent the aggregate grant date fair value of the RSUs granted to our NEOs during FY 2025, 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 RSUs reported in this column are set forth in Note 1 and Note 11 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended FY 2025. 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 NEOs upon vesting and settlement of the shares of RSUs or any sale of the shares. |
Summary Compensation Table
| (4) The amounts reported reflect annual bonuses paid to our NEOs based on the Company’s achievement of corporate performance objectives under its annual cash bonus plan for FY 2025 and FY 2024. |
Summary Compensation Table
| (5) The amounts reported for FY 2025 include: $260,000 filing fees under the Hart-Scott-Rodino Act paid by the Company on behalf of Messrs. Mohan and Gajendra, a $3,000 patent award paid to Mr. Mohan under our Patent Award Policy, 401(k) matching contributions in the amounts of $14,000 for each of Messrs. Mohan, Gajendra and Tate and $8,552 for Mr. Mazzara, and $2,400 paid to Mr. Mazzara in connection with his waiver of medical insurance coverage. |
Summary Compensation Table
| (6) Mr. Gajendra was not a named executive officer in FY 2023. |
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The following table presents information concerning grants of plan-based awards to each of our named executive officers as of December 31, 2025.
Grants of Plan-Based Awards for Fiscal Year 2025
| NAME | GRANT DATE | TYPE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(2) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(3) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | Jitendra Mohan | — | Cash Award | 553,500 | 738,000 | 1,476,000 | — | — | | Sanjay Gajendra | — | Cash Award | 553,500 | 738,000 | 1,476,000 | — | — | | Philip Mazzara | — | Cash Award | 236,250 | 315,000 | 630,000 | — | — | | | 7/24/2025 | RSUs | — | — | — | 16,214 | 1,972,920 | | Michael Tate | — | Cash Award | 334,875 | 446,500 | 893,000 | — | — | | | 7/24/2025 | RSUs | — | — | — | 43,238 | 5,261,200 |
Grants of Plan-Based Awards for Fiscal Year 2025
| (1) The amounts shown represent the threshold, target, and maximum amount of potential cash bonus awards provided for under the annual cash bonus plan. The target amounts are pre-established as a fixed dollar amount. The maximum amounts represent the greatest payout that could have been made if the pre-established performance level was exceeded. Under the Executive Bonus Plan 2025, the maximum amount payable was equal to 200% of the target amount if all the performance criteria were above the maximum. The revenue and Non-GAAP operating margin financial metrics were each weighted at 50%. If performance with respect to the revenue target is between 80% and 100%, payout will be calculated 1:1 based on such achievement. If performance with respect to the Non-GAAP operating margin target is between 70% and 100%, payout will be calculated 1:1 based on such achievement. If performance was below threshold for all the performance criteria, 0% was payable. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (2) Represents RSUs granted under our 2024 Plan that vest over four years with 25% of each award vesting on August 15, 2026 and the remaining 75% vesting in twelve (12) equal quarterly installments thereafter, subject to the NEO’s continued service with us on each applicable vesting date. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (3) The amounts reported represent the aggregate grant date fair value of the RSUs, 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 RSUs reported in this column are set forth in Note 1 and Note 11 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended FY 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| NAME | GRANT DATE | STOCK AWARDS | | | | | 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 | 1/25/2024(2)(7) | 1,521,188 | 253,064,836 | | Sanjay Gajendra | 1/25/2024(2)(7) | 1,521,188 | 253,064,836 | | Philip Mazzara | 8/23/2022(3)(7) | 5,806 | 965,886 | | | 8/9/2023(4)(7) | 19,355 | 3,219,898 | | | 1/24/2024(2)(7) | 21,094 | 3,509,198 | | | 8/13/2024(5)(7) | 17,397 | 2,894,165 | | | 7/24/2025(6)(7) | 16,214 | 2,697,361 | | Michael Tate | 8/23/2022(3)(7) | 31,710 | 5,275,276 | | | 8/9/2023(4)(7) | 26,886 | 4,472,755 | | | 1/25/2024(2)(7) | 28,125 | 4,678,875 | | | 8/13/2024(5)(7) | 51,546 | 8,575,193 | | | 7/24/2025(6)(7) | 43,238 | 7,193,074 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) This column represents the closing price of our common stock, as reported on Nasdaq, of $166.36 per share on December 31, 2025, the last trading day of FY 2025, multiplied by the number of shares that have not vested as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) 25% of the RSUs vested on February 15, 2025 and the remaining 75% of the RSUs vest in 12 equal quarterly installments thereafter, subject to the NEO’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) 25% of the RSUs vested on August 15, 2023 and the remaining 75% of the RSUs vest in 12 equal quarterly installments thereafter, subject to the NEO’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) 25% of the RSUs vested on August 15, 2024 and the remaining 75% of the RSUs vest in 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 2025 Fiscal Year-End
| (5) 25% of the RSUs will vest on August 15, 2025 and the remaining 75% of the RSUs vest in 12 equal quarterly installments thereafter, subject to the NEO’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) 25% of the RSUs will vest on August 15, 2026 and the remaining 75% of the RSUs vest in 12 equal quarterly installments thereafter, subject to the NEO’s continued service with us on each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) Upon a Qualifying Termination (as defined below), each of Messrs. Mohan, Gajendra, Mazzara, 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. Mohan’s, Gajendra’s, Mazzara’s, and Tate’s timely execution of a separation agreement including a release in favor of us. |
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth the number of shares acquired and the value realized upon the vesting of RSUs during FY 2025 by each of our NEOs. No stock options were exercised by our NEOs during FY 2025.
Option Exercises and Stock Vested in Fiscal Year 2025
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Jitendra Mohan | 1,183,147 | 130,785,065 | | Sanjay Gajendra | 1,183,147 | 130,785,065 | | Philip Mazzara | 43,121 | 5,616,550 | | Michael Tate | 140,449 | 17,225,312 |
Option Exercises and Stock Vested in Fiscal Year 2025
| (1) The value realized on vesting is based on the closing market price per share of our common stock on the vesting date, multiplied by the number of shares subject to RSUs that vested. |
2025 Pension Benefits
2025 Pension Benefits We did not offer any defined benefit pension plans in FY 2025.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation We did not offer any non-qualified deferred compensation arrangements in FY 2025.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The table below summarizes the payments and other benefits that would be provided to our named executive officers upon the occurrence of certain qualifying termination of employment or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued during employment that are available to all salaried employees and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under our 2018 Plan or 2024 Plan.
Potential Payments Upon Termination or Change in Control
| Name | Payments and Benefits | Termination Without Cause or for Good Reason During Change of Control Period(1) | | Jitendra Mohan | Cash Severance(2) | 1,414,500 | | | Equity Acceleration(3) | 253,064,836 | | | COBRA Premiums(4) | 12,867 | | | Total | 254,492,203 | | Sanjay Gajendra | Cash Severance(2) | 1,414,500 | | | Equity Acceleration(3) | 253,064,836 | | | COBRA Premiums(4) | 12,867 | | | Total | 254,492,203 | | Philip Mazzara | Cash Severance(2) | 682,500 | | | Equity Acceleration(3) | 13,286,508 | | | COBRA Premiums(4) | — | | | Total | 13,969,008 | | Michael Tate | Cash Severance(2) | 904,750 | | | Equity Acceleration(3) | 30,195,173 | | | COBRA Premiums(4) | 12,966 | | | Total | 31,112,889 |
Potential Payments Upon Termination or Change in Control
| (1) Amounts in this column represent the estimated value of payments and benefits that would be provided to our NEOs pursuant to the Severance Policy in the event of termination of the executive officer by us for any reason other than for “good cause” or resignation by the executive for “good reason,” in each case, during the period three months prior to or 12 months following a “change of control” (as such terms are defined in the Severance Policy). |
Potential Payments Upon Termination or Change in Control
| (2) Represents (i) a lump-sum payment equal to six (6) months of the executive officer’s base salary in effect on the termination date, (ii) a lump-sum payment equal to 50% of the executive officer’s annual target bonus, and (iii) a lump sum payment equal to the executive officer’s target bonus, pro-rated for the number of months employed during the fiscal year prior to the termination date, which includes the full target bonus for purposes of this disclosure. |
Potential Payments Upon Termination or Change in Control
| (3) Represents the value of fully accelerated RSUs based on the number of shares of common stock subject to unvested RSUs, multiplied by $166.36 per share, the closing price of our common stock, as reported on Nasdaq on December 31, 2025, the last trading day of FY 2025. |
Potential Payments Upon Termination or Change in Control
| (4) Represents six (6) months of company-paid COBRA payments equal to the premiums we would have made to provide health insurance to the executive if the executive had remained employed by us. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K (the “PVP Rules”), we are providing information about the relationship between our Company performance and executive compensation actually paid to our Principal Executive Officer (our “PEO”) and the other NEOs (the “Reported NEOs”), as calculated in accordance with Item 402(v) of Regulation S-K. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, see our Compensation Discussion and Analysis in this Proxy Statement. In the below pay versus performance table, we provide information about compensation of our NEOs for each of the last two fiscal years (the “Covered Years”). Additionally, we provide information about the results for certain financial performance measures during the Covered Years. Although the PVP Rules require us to disclose “compensation actually paid” (“CAP”), these amounts do not necessarily reflect compensation that our NEOs actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjustments to the values of unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.
Pay Versus Performance
| Pay Versus Performance | | | | | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income/ Loss ($ in thousands) | Revenue ($ in thousands) | | | | | | | Astera Labs Total Shareholder Return | Peer Group Total Shareholder Return | | | | (1) | (2) | (3) | (2) | (4) | (5) | (6) | | | | 2025 | $2,223,475 | $27,884,205 | $3,913,792 | $15,242,156 | $268.19 | $150.21 | $219,134 | $852,525 | | 2024 | $50,926,550 | $359,662,304 | $28,199,419 | $198,924,613 | $213.53 | $104.71 | ($83,421) | $396,290 |
Pay Versus Performance
| (1) Jitendra Mohan served as the Company’s PEO for the entirety of fiscal years 2024 and 2025. The Company’s other Reported NEOs for the indicated fiscal years were as follows: |
Pay Versus Performance
| • | 2025: Sanjay Gajendra, Philip Mazzara and Michael Tate. |
Pay Versus Performance
| • | 2024: Sanjay Gajendra and Michael Tate. |
Pay Versus Performance
| (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the other Reported NEOs in the indicated year for such years. |
Pay Versus Performance
| (3) Amounts reported in these columns represent the compensation actually paid to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted per the PVP Rules to determine compensation actually paid. Such adjustments for 2025 are shown in the table below. |
Pay Versus Performance
| PEO | | | | | +/- | | 2025 | 2024 | | | Summary Compensation Table - Total Compensation | $2,223,475 | $50,926,550 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $— | $(49,453,417) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $— | $358,189,171 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $51,583,485 | $— | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(25,922,755) | $— | | + | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | | = | Compensation Actually Paid | $27,884,205 | $359,662,304 |
Pay Versus Performance
| (4) Amounts reported in these columns represent the average compensation actually paid to the other Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted per the PVP Rules to determine compensation actually paid. Such adjustments for 2025 are shown in the table below. |
Pay Versus Performance
| NEO Average | | | | | +/- | | 2025 | 2024 | | | Summary Compensation Table - Total Compensation | $3,913,792 | $28,199,419 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $(2,411,373) | $(27,087,724) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $3,296,812 | $189,854,558 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $19,594,326 | $6,729,956 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(9,151,400) | $1,228,403 | | + | Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | | = | Compensation Actually Paid | $15,242,156 | $198,924,613 |
Pay Versus Performance
| (5) Astera Labs Total Shareholder Return, or TSR, is determined based on the value of an initial fixed investment of $100 in our common stock on March 20, 2024, assuming the reinvestment of any dividends. |
Pay Versus Performance
| (6) The Peer Group Total Shareholder Return reflects the Philadelphia Semiconductor Index for the years disclosed. |
Pay Versus Performance
| (7) The Company has identified Revenue as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the other Reported NEOs to the Company’s performance. Revenue was chosen from the following two most important financial performance measures used by the Company to link compensation actually paid to the PEO and Reported NEOs in 2025 to the Company’s performance: |
Pay Versus Performance
| Performance Metrics | | | Revenue | Refer to “Compensation Discussion and Analysis-Compensation Elements-Annual Cash Incentives,” described above. | | Non-GAAP operating margin | Refer to “Compensation Discussion and Analysis-Compensation Elements-Annual Cash Incentives,” described above. |