Not independent
Tenure on this board
8.6 yrs
3 nominees · 4 ballot items.
Elect three Class II directors; ratify PricewaterhouseCoopers LLP as independent auditors for fiscal 2026; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on the frequency of future Say-on-Pay votes (one, two, or three years).
Election of three Class II directors—Sanjay Gajendra, Craig Barratt and Michael Hurlston—to serve three-year terms ending at the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Astera Labs’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the CD&A, executive compensation tables and related narrative disclosure.
This management proposal asks holders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis, compensation tables and related narrative. Management seeks this advisory approval to validate its pay decisions, demonstrate alignment with stockholder interests, and to inform the compensation committee’s future actions; the board emphasizes that the outcome will be carefully considered though it is not binding. The proposal is contextualized by the Company’s compensation philosophy—heavy emphasis on equity awards, material at-risk compensation, and metrics designed to link pay to performance (notably revenue and Non-GAAP operating margin for annual cash incentives). The compensation program for 2025 featured substantial RSU awards for certain NEOs, cash bonuses that paid out at 180.586% of target based on corporate performance, and planned introduction of performance-based RSUs beginning in 2026 to strengthen alignment. Supporters would argue the program appropriately balances short-term financial incentives with long-term equity-based alignment and retention mechanisms, while critics may point to large equity grant values and single-year performance metrics as potential over-reliance on stock price and retrospective pay outcomes. The board’s recommendation for a “FOR” vote is justified by management’s view that pay outcomes track company performance, the use of market benchmarking and an independent compensation consultant, and governance features such as clawback policies, stock ownership guidelines, and double-trigger change-in-control vesting. Because the vote is advisory, a strong against vote would still be non-binding but would be a clear signal prompting the compensation committee to reassess program design, metrics, and disclosures. Overall, the proposal centers on confirming investor support for the mix and outcomes of the Company’s executive pay practices amid rapid growth and significant equity-based compensation, and the board frames its recommendation around alignment with long-term stockholder value creation.
Non-binding advisory vote to select whether future advisory votes on executive compensation (Say-on-Pay) should occur every one year, two years, or three years; the board recommends a frequency of one year.
This management-sponsored, non-binding proposal asks stockholders to choose how often they wish to cast advisory Say-on-Pay votes—every one, two, or three years—with the alternative receiving the plurality of votes treated as the stockholder-selected frequency. Management is seeking this input to align governance practices with investor preferences and to comply with SEC requirements that the company periodically solicit frequency guidance; while non-binding, the board commits to consider and be guided by the plurality outcome. The board explicitly recommends an annual vote (one year), citing prevailing market practice and stockholder expectations for regular engagement on executive pay. An annual frequency increases opportunities for investors to express views on pay-for-performance and provides a recurrent governance checkpoint, but it can also increase administrative burden and may encourage short-term signaling. Conversely, multi-year frequencies (two- or three-year) reduce administrative costs and may allow compensation programs more time to take effect before being judged, but they reduce the immediacy of investor feedback. The board’s recommendation reflects a judgment that frequent engagement better aligns with current investor norms and facilitates quicker responsiveness to compensation outcomes, particularly given the Company’s rapid growth and evolving compensation program (including planned PSUs). Because the vote is advisory, the board will weigh the plurality result and investor feedback in its ongoing compensation governance, and a strong preference for a non-annual frequency would likely prompt discussions about the trade-offs between engagement frequency and program stability. Overall, the proposal is a governance mechanism to calibrate the cadence of investor oversight over executive pay and to reconcile operational considerations with investor expectations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.18% | 20,871,514 | $2.3B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.26% | 7,309,778 | $801M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.70% | 6,340,732 | $695M |
| 4 | BlackRock, Inc. | 3.41% | 5,852,045 | $641M |
| 5 | BlackRock, Inc. | 2.07% | 3,556,288 | $390M |
| 6 | Atreides Management, LP | 1.96% | 3,365,787 | $369M |
| 7 | FMR LLC | 1.95% | 3,339,133 | $366M |
| 8 | STATE STREET CORP | 1.94% | 3,333,606 | $365M |
| 9 | FRED ALGER MANAGEMENT, LLC | 1.50% | 2,573,005 | $282M |
| 10 | ALLIANCEBERNSTEIN L.P. | 1.47% | 2,512,695 | $418M |
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