Sector: Information Technology
ASTERA LABS INC · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Gajendra is a co-founder and COO with deep operational knowledge of Astera Labs; ALAB's 3-year stock return of 218.5% outpaces the XLK technology ETF by approximately 102 percentage points, well above the 65-point threshold needed to trigger a negative vote, so no TSR concern applies.
Barratt joined the board in March 2025, meaning he has been a director for less than 24 months and is fully exempt from the TSR performance trigger under policy; he brings highly relevant semiconductor and connectivity industry expertise from roles at Intel, Google, and Qualcomm Atheros.
Hurlston is a sitting CEO at Lumentum Holdings and also serves on the Astera Labs board plus the Flextronics board, which equals two outside public company board seats for a sitting CEO — exactly at the policy limit of two, not exceeding it — so the overboarding trigger does not fire; he attended 100% of meetings in 2025, and ALAB's strong TSR means the director performance trigger does not apply.
All three Class II director nominees pass policy screens. ALAB's 3-year stock return of 218.5% dramatically outperforms the XLK technology ETF benchmark by roughly 102 percentage points, far exceeding the 65-point threshold required to trigger a negative vote, so no TSR-based concerns apply to any director. Barratt is exempt as a new director under 24 months. Hurlston's outside board commitments as a sitting CEO land exactly at the policy boundary (two outside seats) without exceeding it, and his 100% attendance record supports continued service.
CEO
Jitendra Mohan
Total Comp
$2,223,475
Prior Support
N/A
This is Astera Labs' first Say-on-Pay vote as it was an emerging growth company exempt from the requirement in prior years, so there is no prior vote result to consider. The CEO's total reported compensation of approximately $2.2 million for 2025 is modest for a semiconductor company with a $33.6 billion market cap, consisting entirely of base salary, a performance-based cash bonus (which paid out at 181% of target based on revenue and operating margin goals the company clearly met), and perquisites — with no new equity grant in 2025 because the board intentionally relied on the large pre-IPO equity award granted in 2024 to cover multiple years. The pay structure is heavily performance-oriented, the company has adopted a formal clawback policy, stock ownership guidelines are in place and already met by all executives, and the board has announced plans to add performance-based stock awards starting in 2026 to further strengthen pay-for-performance alignment — all of which support a FOR vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
5 yrs
Audit Fees
$3,490,000
Non-Audit Fees
$392,000
PricewaterhouseCoopers has audited Astera Labs since 2021 (approximately 5 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $250,000 plus tax fees of $140,000 plus other fees of $2,000, totaling $392,000) represent about 11% of audit fees of $3,490,000, comfortably below the 50% threshold; and PwC is a Big 4 firm fully appropriate for a $33.6 billion market-cap company.
The 2026 Astera Labs annual meeting ballot is straightforward and largely uncontroversial: all three director nominees pass policy screens, PricewaterhouseCoopers receives a clean bill of health on fee ratios and tenure, and the CEO's first-ever Say-on-Pay vote reflects genuinely modest reported pay in 2025 backed by strong performance metrics and a credible compensation structure. There are no stockholder proposals on this ballot, and the only non-standard item is an advisory vote on how often future Say-on-Pay votes should be held, where annual frequency is the appropriate choice.
